HELMUT E. GERLACH

Lake Zurich, Illinois *****

Phone: 847-***-****; E-mail: ac7ls5@r.postjobfree.com www.linkedin.com/pub/helmut-gerlach/9/95b/530

EXECUTIVE SUMMARY

The principles of Asking with Boldness, Holding to the Truth, Speaking without Fear and Never promising what one can not Deliver have guided me in becoming an executive attorney. I am a problem-solver, a strategist and a consensus builder while remaining firm, meeting corporate objectives, balancing risks, and applying sound judgment in challenging business environments. Experience includes, on a first chair or deal lead level, corporate governance, board room environment, compliance, regulatory, data (including privacy), international, contracts, licensing, technology, IP and litigation management, global alliances, general corporate, commercial, finance, real estate, franchising, private equity, M&A and post merger integration, employment, negotiation, dispute resolution matters. Prior to my legal practice, I had 10+ years global experience in the hospitality industry and military (NATO). I am also bi-lingual and proficient in negotiating and drafting in German and English (both business and legal).

LEGAL EMPLOYMENT AND SELECT LEGAL EXPERIENCE

KELLEHER & BUCKLEY, LLC, North Barrington, Illinois Partner & Chair of Corporate Practice Group 2/2016-PRESENT Of Counsel 11/2010-6/2013

Leading a group of 15 attorneys and 4 paralegals, my practice concentrates on general corporate (public and private), commercial (finance, real estate and leasing), alliances and frameworks, joint ventures, joint initiatives, private equity, M&A (including post merger integration and divestitures), resale (VAR, buyer’s agent, commissionaire), procurement (including D/FAR), distribution, complex contracting, contracts management, licensing and technology (digital, Cloud/SaaS, PaaS, IaaS, BPaaS), IP (including IP portfolio management), compliance and ethics (FCPA, UK-Anti-Bribery, Export/Import, Data Privacy), anti-trust, employment law, executive compensation and severance, and international (Americas, EMEA, APAC) matters. ACCENTURE (Legal Counsel/Consultant, Manager), Chicago, Illinois 1/2012-1/2016 Legal Consultant to Accenture through Galmont Legal, LLC from 1/2012 to 6/2013.

Lead counsel on international transactions involving 82 countries and 170 alliance partners.

Rolled out FCPA/Anti-bribery/Data Privacy compliance programs in over 40 countries.

Subject matter expert on corporate governance, company policies/procedures and risk mitigation.

Negotiated global, regional and single country master, framework, opportunity, alliance, integration, vendor, purchase, resale, distribution, license (in and outbound) and confidentiality/NDA agreements.

Legal Lead for global rebate programs.

Managed implementation of global infringement indemnification program.

Negotiated cloud, software as a service and other “as a service” transactions.

Alliances and Resale Legal lead for M&A and post merger integration of acquired companies. GERLACH LAW LIMITED (Partner), Lake Zurich, Illinois 8/2008 – Present Started own law firm after former firm significantly downsized finance and real estate department. Since February 2016, the firm remains in existence allowing me to serve, in a “Pro Bono” capacity, as General Counsel for Habitat for Humanity of Northern Fox Valley, which position I have held since June 2005. KATTEN MUCHIN ROSENMAN LLP (Senior Associate), Chicago, Illinois 11/2006 – 7/2008 Recruited from Schiff Hardin for a partnership track position.

Negotiated domestic and international commercial, retail, office, distribution center and big box leases.

Team Leader on US and international senior and mezzanine loans totaling $6.5 billion.

Advised on M&A and post-merger integration for domestic and cross border transactions.

Represented mezzanine lender in complex multi-shopping center portfolio multi-billion Dollar transaction. SCHIFF HARDIN LLP (Senior Associate), Chicago, Illinois 4/2005 – 11/2006 Recruited from Baker & McKenzie to strengthen Associate ranks in partner heavy real estate department.

Negotiated domestic and international commercial, retail, office, distribution center and big box leases.

Advised on M&A and post-merger integration for domestic and cross border transactions.

Team leader of due diligence team and local counsel for the purchase of the Orange Line in Chicago.

Advised on private equity, private placement offerings, finance and M&A deals totaling $6 billion. BAKER & MCKENZIE LLP (Associate), Chicago, Illinois 12/2002 – 4/2005 Relocation from Baltimore, Maryland.

Lead US counsel on various cross-border projects and M&A with Frankfurt, London and Sydney offices.

Functioned as outside General Counsel and Client Manager for a particular client negotiating over 100 retail leases and the $59 million acquisition of corporate headquarters. PRIOR LEGAL PRACTICE, Washington, D.C and Baltimore, Maryland 12/1997-12/2002

Worked closely with lenders and borrowers in developing creative financing that resulted in below average interest rates for the client, and above average fees when representing financial institutions. Represented German Investor(s) in acquisition of U.S. real property and companies including M&A. BUSINESS/LEADERSHIP EXPERIENCE

TOP TOURS (Administrative Director), Kaiserslautern, Germany Ten years of management experience in a $50 million company; oversaw day-to-day operations; supervised 150 employees; negotiated contracts with vendors in over 60 countries. BUNDESWEHR - German Army (Liaison Officer), Münchweiler, Germany 15 months service in multi-national troop setting for NATO. Honorable discharge. EDUCATION

J.D., University of Maryland School of Law, Baltimore, Maryland May 1997 Honors: Maryland Law Review – Contract Editor; International Moot Court Board – President. B.A., cum laude, Towson University, Towson, Maryland May 1994 Majors: Economics, Political Science and History.

Honors: The German Society of Maryland Scholarship; Phi Alpha Theta Honor Society. BAR AND COURT ADMISSION/PROFESSIONAL AFFILIATIONS

Maryland, District of Columbia and Illinois.

PUBLICATION

Bankruptcy in the Czech Republic, Hungary and Poland and Section 304 of the United States Bankruptcy Code, Proceedings Ancillary to Foreign Bankruptcy Proceedings. 22 MD. J. INT’L L. & TRADE 81 (1998). OTHER

Languages: Bi-lingual (written and verbal, business and legal) in German and English. Attorney of Reference: Consulate General of the Federal Republic of Germany (Chicago, 2002 - Present); Embassy of the Federal Republic of Germany (Washington, D.C., 2001 - 2002). Charitable/Pro-Bono Work: Habitat for Humanity and Salem UMC (2003 - Present). Other: Board of Directors, Timber Ridge Lodge (2010 – November 2016) and Abbey Resort (December 2016

– Present); Member, Board of Directors, University of Maryland School of Law Alumni Association (2001 - 2006); Chair of Finance for not-for-profit organization (2005 - 2012); Sunday School Teacher (2005 - 2012).

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