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Drafting and Negotiating Corporate Agreements 2014

 
Author(s): Gerald T. Nowak, Alyssa A. Grikscheit, Deborah J. Ludewig
Practice Area: Corporate & Securities
Published: Jan 2014
PLI Item #: 48390
CHB Spine #: B2071

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), www.svdx.org, 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)


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.


PRACTICES

  • Investment Funds, Advisers and Derivatives
  • M&A
  • Private Equity

AREAS OF FOCUS

  • Private Equity Fund Formation
  • Private Equity and Joint Ventures

GLOBAL REACH

Jurisdictions in which this lawyer is licensed to practice are listed under Admissions & Certifications.

  • Latin America

INDUSTRIES

  • Agribusiness
  • Investment Funds Industry

ADMISSIONS & CERTIFICATIONS

  • New York, 1995

EDUCATION

  • The University of Michigan Law School (J.D., 1994, cum laude)
  • College of Europe, Bruges (M.A., 1991)
  • Harvard University (A.B., 1990, magna cum laude)

 

ALYSSA A. GRIKSCHEIT, a partner in the New York office, has a diverse corporate practice that currently emphasizes complex transactions and alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances and restructurings. Ms. Grikscheit is fluent in Spanish and French and has extensive experience in international transactions, particularly those involving Latin America and other emerging markets such as China and India.

Ms. Grikscheit represents domestic and foreign clients making cross-border investments. She also represents buyers and sellers, including private equity funds and their portfolio companies, in acquisitions, dispositions, strategic alliances, restructurings and financings, including transactions in regulated industries such as the health care, pharmaceutical, energy, telecommunications and defense industries. In addition, Ms. Grikscheit represents sponsors of alternative investment funds in fund formation and other aspects of their operations. Such funds have included distressed debt, energy, real estate opportunity, agribusiness, microfinance and emerging market funds.

Ms. Grikscheit is ranked in Chambers Global, Chambers USA and Chambers Latin America. Additionally, Ms. Grikscheit has been recognized in the 2014 edition of IFLR1000 as a “Rising Star” for Investment Funds in the United States. Ms. Grikscheit was also recommended in Private Equity Funds in the Legal 500 US 2014 and in Capital Markets and Corporate M&A in the Legal 500 Latin America 2013-2014.

Ms. Grikscheit actively represents a nonprofit organization in establishing and capitalizing microfinance institutions in underserved emerging markets on a pro bono basis.

Recent Speaking Engagements

  • Co-Chair and Speaker, Drafting and Negotiating Corporate Agreements, Practising Law Institute, New York, New York, January 10, 2014.
  • Panelist, Private Funds 2013: Developments and Opportunities - Sidley Austin LLP Program, Private Equity Funds/Compliance, New York, New York, September 17, 2013.
  • Co-Chair, Private Equity: Legal and Financial Instruments for Structuring Private Equity and Venture Capital Investments, International Bar Association Session, São Paulo, Brazil, June 6, 2013.
  • Chair, Private Equity Latin America Forum and Speaker, Funds & Deals – Structuring Private Equity Investment in Latin America, Latin Markets, New York, New York, May 9-10, 2013.
  • Speaker, “International Aspects,” Acquiring or Selling the Privately Held Company, Practising Law Institute, New York, New York June 8, 2012.
  • Co-Chair, 2011 Seasonal Meeting of the New York State Bar Association and Speaker, Private Equity in Latin America, Panama City, Panama, September 20-24, 2011.
  • Speaker, La práctica transfronteriza y la colaboración con abogados locales, Barra Mexicana XII Congreso Nacional de Abogados, Veracruz, Mexico, March 20, 2010.
  • Co-Chair and Speaker, Private Equity in Latin America, New York State Bar Association Panel, New York, New York, September 17, 2009.

Publications

  • “Brazilian Asset Managers Have Their Day in the Sun,” Latin American Law & Business Report, June 2012.
  • “Top Ten Trends for Latin Investment Funds,” Latin American Law & Business Report, May 2011.
  • “Private Equity in Latin America: Five Key Strategies for Success,” Venture Equity Latin America, June 30, 2009, also reprinted in Latin American Law & Business Report, August 2009.
  • “Dealing (and Dealmaking) with Mexican Grupos: A Primer for the Private Equity Investor,” Latin American Law & Business Report, September 30, 2006, also reprinted in North American Free Trade and Investment Report and International Corporate Counsel, December 2007.
  • “Private Equity Investors Rediscovering Latin America,” Dow Jones, September 2006.

Memberships & Activities

  • Co-Chair of the Inter-American Committee of the New York State Bar Association’s International Section
  • Life Fellow of the American Bar Foundation
  • American Bar Association’s Section of Business Law, Negotiated Acquisitions Committee and Section of International Law
  • International Bar Association