Profile

At a Glance

Katarina "Kate" Polozie is a Partner in the firm’s Business and Finance Department and the practice group leader for the Data Privacy and Data Security practice group. Kate concentrates her practice on mergers & acquisitions, complex commercial transactions, data privacy and cybersecurity, AI governance, and venture capital.

Kate counsels a diverse range of successful and growing businesses from local start-up ventures, to multinational corporations, across a spectrum of industries including sports, construction, transportation, manufacturing, telecommunications, food product services, agricultural equipment, distribution, marketing & advertising, human resources, consulting and software.

Kate holds the Certified Information Privacy Professional/United States (CIPP/US) credential and the Artificial Intelligence Governance Professional (AIGP) credential through the ANSI-accredited International Association of Privacy Professionals. She counsels clients on data privacy, cybersecurity, and AI governance issues, including advising clients on their privacy and cybersecurity policies, reviewing data privacy, cybersecurity and AI governance issues in connection with corporate acquisitions, reviewing and drafting data privacy and security clauses in commercial agreements, and advising clients on how current and future data privacy,cybersecurity and AI laws and regulations may affect or require changes to their business models.

Kate regularly represents clients in mergers; stock purchase, sales, and auctions; asset purchases and divestitures; and joint ventures, which range from representing multinational corporations in transactions for hundreds of millions of dollars to representing local business in much smaller transactions and in their succession planning.

She also counsels both angel and venture capital investors seeking to invest in companies, and the companies seeking such investment. Kate drafts complex founders' agreements, including limited liability company operating agreements and shareholders' agreements that define the nature of the rights and obligations of the equity holders.

She represents clients on a wide range of complex commercial agreements including: SAAS agreements, terms and conditions of sale, sales representative agreements, distributor agreements, non-disclosure agreements, restrictive covenant agreements, consulting agreements, and other service agreements.

Kate is a frequent speaker on topics pertaining to business succession, M&A, federal and state privacy laws, commercial contracts, venture capital and corporate compliance.

Prior to joining Woods Oviatt Gilman LLP, Kate was a partner at Potomac Law Group PLLC in Washington, DC and a Partner at McDermott, Will & Emery in Washington, DC.

SPEAKING ENGAGEMENTS:

Kate leads and coordinate's the Firm's in house CLE curriculum and is a frequent speaker and panelist both externally and at the Firm. A representative sample of her presentations are below:

• Presenter, “ CLE Presentation: The Acquisition Agreement Explained” given June 11, 2024.
• Co-Presenter, “A Walk in the Part, Legal Issues from Business Formation to Exit, given April 18, 2024 at the Womens’ Business Summit in Rochester, NY
• Co- Presenter, “The Corporate Transparency Act and New York LLC Transparency Act” given November 2023 to the MBCA Annual Tax Institute.
• Panelist, “Ten Things You can Do (NOW!) To Prepare for A Transaction of Transition” co-hosted by Woods Oviatt and Key Private Bank, given October 2023.
• Presenter, “CLE Presentation, Data Protection Addendums and Privacy Policies”, given August 2023
• Presenter, “CLE Presentation, Privacy & Data Security: An Overview”, given July 2023.
• Co-Presenter, "Cryptocurrency: Tax & Other Legal Issues" givenNovember 2022 to the MBCA Annual Tax Institute and December 2022 to the Estate Planning Council of Rochester.
• Co-Presenter, "CLE Presentation, US Privacy Framework: How it affects your practice", given September 2022
• Co-Presenter, "CLE Presentation: Drafting Operating Agreements: A Checklist Approach", given August 2022
• Moderator and speaker, "CLE Presentation: Blockchain, Crypto, Smart Contracts, NFTS, and DAOs: A view through the legal lens", presented June 2022
• Co-Presenter, "CLE Presentation: Drafting the Acquisition Agreement" given September 2021
• Co-Presenter, "CLE Presentation: the Due Diligence Process for Privately Held Companies" given August 2021
• Co-Presenter, "CLE Presentation: Drafting the Letter of Intent", given August 2021
• Co-Presenter "CLE Presentation: the M&A Process", given July 2021
• Co-Presenter "CLE Presentation: Drafting Confidentiality Agreements", given June 2021
• Co-Presenter, "CLE Presentation: Drafting Terms and Conditions for Sale of Goods Transactions (Article 2 of the UCC)", given July 2021
• Co-Presenter, "CLE Presentation: Drafting Service Agreements", given June 2021
• Presenter: "Venture Capital Investment: A guide to term sheets" given April 2019 to The Entrepreneurs Network
• Co-Presenter, "Preferred Equity and Qualified Opportunity Funds" given April 2019

Honors

Law Review, Northwestern University, Pritzker School of Law

Practice Areas

Industry Expertise

Education

• Northwestern University Pritzker School of Law, J.D.

• Wellesley College, B.A., cum laude

Bar Admissions

• State of New York
• District of Columbia
• State of Maryland

Key Representative Matters

• Represented the seller in a $200,000,000 sale of a building products manufacturing and distribution company to a strategic buyer in a cross border transaction;
• Represented the seller in a $150,000,000 sale of a manufacturing company to a strategic buyer;
• Represented the seller in a $190,000,000 sale of an agricultural products manufacturing company to a strategic buyer;
• Represented majority equity holder of a real estate development, construction and management firm in a $150,000,000 stock sale to a private equity buyer, with a significant rollover component.
• Represented the shareholders of a residential products and services corporation in a $150,000,000 stock sale to a private equity buyer, with a significant rollover component. Subsequent representation of the corporation as the platform company and the private equity buyer (after closing of the initial sale) in the corporations' post-closing restructuring and acquisition of two more companies in complementary industries.
• Represented an international safety, manufacturing and distribution company in a $44,000,000 acquisition of a national safety products distribution business.
• Represented the controlling shareholder of a transportation business in a $50,000,000 stock sale to a U.S. subsidiary of a public company listed on the London Stock Exchange.
• Represented a truck leasing company in the sale of assets and assignment of leases with the approximate value of $90,000,000 to a national U.S. corporation listed on the New York Stock Exchange.
• Represented a start-up insulation company in raising over $10 million pursuant to issuer-led private placement offerings
• Represented an insurance agency business in a $30 million stock sale to a private company buyer.
• Represented a distributor in a $21 million cross border sale of assets and stock to a U.S. private company buyer
• Represented a venture capital fund in a $1,000,000 Series A round investment in a robotics company.
• Represented a distributor in a $7.3 million sale of stock to both management and a private company buyer.

Professional Affiliations

• Monroe County Bar Association
• New York State Bar Association
• American Bar Association
• Maryland State Bar Association
• Greater Rochester Association for Women Attorneys

Community Involvement