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Drafting Corporate Agreements 2007

Author(s): Gerald T. Nowak, Deborah J. Ludewig, Gavin D. Solotar
Practice Area: Corporate & Securities
Published: Jan 2007
ISBN: 1402408420
PLI Item #: 10790
CHB Spine #: B1577

Gerald T. ("Jerry") Nowak, P.C., is a corporate partner in the Chicago office of Kirkland & Ellis LLP. He has a broad transactional practice, including capital markets transactions, M&A transactions and corporate governance matters.  Mr. Nowak's capital markets practice focuses on complex securities matters, including initial public offerings, high yield offerings, spin-offs, tender offers and investment grade debt offerings. His M&A practice includes public and private acquisitions for private equity funds and public companies. Representative clients include: NRG Energy, Thoma Bravo, Sun Capital, Sara Lee, Hanesbrands, Code, Hennessy & Simmons and Centene.

Mr. Nowak has twice been identified as a "SuperLawyer" in Law & Politics Magazine's annual review and was identified both as a top M&A practitioner and as a top high-yield debt practitioner in The Legal 500's annual review of Corporate & Finance attorneys. He received his J.D. from the University of Michigan Law School, an M.B.A. from Auburn University and a B.A. from Michigan State University.

Gavin D. Solotar is a corporate partner of Wachtell, Lipton, Rosen & Katz, focusing on mergers and acquisitions, corporate governance, and securities law matters. Mr. Solotar has been involved in many significant domestic and cross-border representations of public and private entities in connection with takeover defense, mergers and acquisitions, divestitures, proxy fights, leveraged buyouts, and joint ventures and alliances.

Mr. Solotar graduated from the State University of New York at Albany, summa cum laude, in 1986, where he was a member of the Beta Gamma Sigma and Signum Laudis honor societies. Prior to attending law school, he practiced accounting as a Certified Public Accountant in New York. He graduated magna cum laude, in 1992, from New York University School of Law, where he was a member of the Order of the Coif and was awarded the Law Review Alumni Association Award, the George A. Katz Memorial Award, and the American Jurisprudence Award in Corporate Law.

Deborah J. Ludewig founded DJL Corporate Law in March 2008.  Deborah practiced law during the last 24 years at several large law firms based in Silicon Valley and has been a partner at K&L Gates, Pillsbury Winthrop Shaw Pittman and Cooley LLP.  She has worked with hundreds of companies in corporate formations, venture capital financings, joint ventures, public and private offerings, merger and acquisition transactions and as special advisor on board and governance matters.  Deborah’s experience includes serving as a general counsel of an internet start-up.

 Deborah currently works with private and public companies on a range of projects typically managed by a general counsel. She has supported early stage clients engaged in financing and team building matters and late stage companies in negotiating strategic commercial agreements and supervising the growth of IP portfolios. Her collaboration network includes her contacts and former colleagues in several large firms as well as specialists in a wide array of practices around the country.

Deborah is a frequent speaker and educator on topics relevant to entrepreneurs and executives. She has developed governance seminars for board members and other educational programs of interest to entrepreneurs and venture capitalists. Deborah is a faculty member of the Practicing Law Institute and Chair of the PLI’s annual program in San Francisco on Drafting Corporate Agreements. She is also a guest lecturer on topics relating to start up companies and negotiation for UC Berkeley, in the Center for Entrepreneurship and Technology.

Deborah is the former President and Chairman and a current member of the Board of Directors of the Silicon Valley Directors Exchange (formerly the National Association of Corporate Directors, Silicon Valley Chapter),, and has previously served in leadership roles at Girls for a Change and Watermark (formerly Forum for Women Entrepreneurs).

JD – 1991, Boalt Hall School of Law, University of California, Berkeley
BS – 1980, College of Notre Dame (summa cum laude)