Rafal Gawlowski

  • Partner
  • Erafal.gawlowski@lw.com
  • 1271 Avenue of the Americas
  • New York, NY 10020
  • USA
  • T +1.212.906.2964


Rafal Gawlowski, Global Chair of Latham & Watkins’ Financial Institutions Industry Group, is a member of the firm’s Corporate Department and Capital Markets, Derivatives, and Structured Finance & Securitization Practices. Mr. Gawlowski's transactions most prominently include derivatives products relating to equity-linked capital markets transactions (call spread overlays), structured repurchase transactions (accelerated forward and forward issuer repurchases), issuer forward issuance transactions, various monetization and hedging transactions, and derivative financing transactions, among others.

Mr. Gawlowski has represented a number of financial institutions, including Citi, Goldman Sachs, JPMorgan, Morgan Stanley, Credit Suisse, Bank of America, and UBS, as well as several publicly traded companies. In addition to derivatives, he has practiced in the areas of cross-border corporate finance, private equity, structured finance, investment management, and banking, both in New York and in London. 

Mr. Gawlowski also represents numerous “buy-side” clients of the firm on equity derivatives transactions and related issues, including corporate issuers like a public global biotechnology company, Sempra, Kilroy, Oracle, private equity and asset management clients like Leonard Green, sovereign wealth clients, most notably Qatar Investment Authority, and quasi-regulatory clients like the Qatar Exchange. In addition, Mr. Gawlowski regularly provides his financial institution, corporate, and other clients with regulatory advice relating to areas relevant to equities and equity derivatives compliance.

Mr. Gawlowski previously served as Deputy Office Managing Partner of Latham’s New York office.


Mr. Gawlowski's experience includes representation of:

  • Citi, Bank of America Merrill Lynch, Goldman Sachs, Morgan Stanley, JP Morgan, Deutsche Bank, Credit Suisse, and The Royal Bank of Scotland on several convertible bond hedge transactions, with, among others, Gilead Sciences, Inc., Kaman Corporation, Teleflex Incorporated, National Financial Partners, Chart Industries, Stone Energy, on convertible and convertible bond hedge overlay transactions
  • Citi, Bank of America Merrill Lynch, and Goldman Sachs on several issuer synthetic repurchase transactions, including with companies like Lear, Ashland, Sara Lee, FTI, United Healthcare, P&G, StanleyWorks, UPS, and Intel
  • Several major financial institutions on cross-holding monetization and acquisition transactions, among others, Goldman Sachs on a hedging and monetization transactions on shares of Focus Media, Citigroup on an affiliate swap transaction with Glencore, and Credit Suisse on a number of convertible and equity hedging transactions with Bakrie entities
  • Citi and Morgan Stanley on a number of margin financing transactions with private equity sponsors and corporate counterparties, including Apollo, Bain, Blackstone, Liberty Media, and CrossTex
  • Several issuer clients on convertible bond hedge and synthetic acquisition transactions, as well as margin financing transactions, including Shutterfly, Hornbeck, Encore, Integra, Intuitive Surgical, Medicis, Spansion, and Teekay

Thought Leadership

  • Lexology's Equity Derivatives Guide 2021 -  August 03, 2021
  • The Latham US IPO Guide -  June 30, 2021
  • Lexology's Equity Derivatives Guide 2020: USA -  October 01, 2020
  • Lexology Getting The Deal Through's Equity Derivatives 2019 -  September 30, 2019
  • SEC Proposes Additional Cross-Border Rules for Security-Based Swaps -  May 27, 2015
  • Regulation SBSR: The Compliance Guide to Reporting Security-based Swaps -  March 24, 2015
  • Commodity Futures Trading Commission “Pro Forma” Proposed Rules July 2011 -  July 6, 2011
  • Fourth Update: New Short-Selling Restrictions in the United States and Recommendations For a Pan-European Short-Selling Disclosure Regime -  March 22, 2010
  • Proposed Amendments to Rule 10b-18 Under the Exchange Act -  February 2, 2010
  • Merger Arbitrage, Beneficial Ownership Reporting and Proxy Contests: Reflections on the Commission's Perry Order -  October 1, 2009
  • Zacharias and Implications for Section 5 Liability -  August 3, 2009
  • Third Update: SEC Proposes New Short-Selling Restrictions in the United States Status Update on Global Short-Selling Restrictions -  May 29, 2009
  • Update: Current Status of Emergency Short-Selling Regulation in the United States and Major European Union Jurisdictions -  October 30, 2008
  • Current Status of Emergency Short-Selling Regulation in the United States and Major European Union Jurisdictions -  October 8, 2008
  • SEC Issues Emergency Rules on Short Selling, Short Position Reporting and Issuer Repurchases -  September 24, 2008

“He is a pioneer in the corporate derivatives market.”

Chambers USA 2021
Bar Qualification
  • New York
  • JD, Fordham University School of Law, 2000
    cum laude; Order of the Coif
  • BA, State University of New York, Purchase, 1997
    summa cum laude
  • Financial Institutions
  • Capital Markets
  • Structured Finance
  • Derivatives