Maryann A. Waryjas

Maryann A. Waryjas is Co-Chair of the firm's Corporate Governance Practice and focuses her practice in the areas of sophisticated corporate, securities and private equity transactions, corporate governance, crisis management, and executive compensation. Ms. Waryjas has extensive experience in mergers, acquisitions, takeovers, divestitures, securities offerings, joint ventures and structuring complex debt and equity investments. She advises members of senior management, boards of directors and private equity investors regarding corporate governance matters, director and officer liability protections, enterprise risk management, executive compensation and change of control arrangements.

Ms. Waryjas assists Fortune 100 companies, as well as large privately held companies and private equity firms in achieving their business goals and objectives, fulfilling their obligations to their stakeholders, and ensuring compliance with applicable laws and regulations.

Ms. Waryjas has represented many private equity funds and financing sources of significant national reputation in acquisitions, mergers, debt financings, equity investments and restructurings. In connection with these representations, she has also represented the portfolio companies of these institutional investors in follow-on acquisitions, initial public offerings, and other transactions.

Her experience includes primary responsibility for:

• Structuring and negotiating mergers, acquisitions, divestitures, joint ventures, corporate and partnership reorganizations of publicly and privately owned entities, including international transactions.
• Representing and advising companies in connection with securities offerings and federal and state securities laws matters, including SEC filings, disclosure obligations and dealing with analysts.
• Advising boards of directors, board committees and senior management regarding strategic initiatives, takeover defenses, corporate governance matters, director and officer liability protections, sensitive matters involving senior executives, and crisis management.
• Developing executive compensation plans and negotiating employment and severance arrangements for senior executives.
• Serving as the lead advisor in discussions and negotiations with the SEC and other federal and state government agencies.

Ms. Waryjas is a past president and former member of the Board of Directors of the Chicago Finance Exchange. She is a member of the Business Law Committee of the American Bar Association, including the Negotiated Acquisitions Committee, the Director and Officer Liability Task Force, the Corporate Governance Committee and the Venture Capital and Private Equity Subcommittee; The Economic Club of Chicago; the National Association of Corporate Directors; The National Investor Relations Institute; and the Association for Corporate Growth. She is a member of the Advisory Board of the Society of Corporate Secretaries and Governance Professionals (Chicago). She is also a member of the Board of Directors and co-chair of the Audit Committee of the Girl Scouts of Greater Chicago and Northwest Indiana, and the Leader Council of Mercy Home. In addition, Ms. Waryjas has been listed in Illinois Super Lawyers in the area of Securities Law (2007-2009). 

She is a frequent chair and presenter at national and regional conferences of significant reputation, on mergers, acquisitions, corporate governance, director and officer liability, and securities laws matters, including on behalf of the Practising Law Institute, the Society of Corporate Secretaries and Governance Professionals, the National Association of Corporate Directors, the Nasdaq Stock Market, and the National Investor Relations Institute.

Prior to joining the Firm, Ms. Waryjas was a partner of Jenner & Block, Chicago, and Kirkland & Ellis, Chicago. She received her B.S. degree, magna cum laude, from Loyola University and her J.D. degree, cum laude, in 1983 from Northwestern University Law School. Ms. Waryjas is admitted to practice in Illinois (1983).