Tonya Major Gauff

Partner
Tonya consistently demonstrates the ability to (i) quickly assess and highlight the risks that are unique to specific business models and (ii) construct advice and solutions to control for those risks. Tonya always brings fresh perspectives to matters, and I never feel like I am receiving "boilerplate" counsel.
— Client: Managing Partner, RLJ Equity Partners
Chicago
About

Tonya Major Gauff operates a highly sophisticated deal-based finance and investment funds practice representing a broad range of lender and borrower clients. Her clients include financial institutions, public and private companies, REITs, alternative investment management firms, private credit funds, real estate asset management firms, secondaries firms, high-net-worth individuals, venture capital firms, and private equity sponsors and their portfolio companies.

Tonya is highly experienced in efficiently and timely closing multi-million dollar to multi-billion dollar secured and unsecured debt transactions while simultaneously providing pragmatic advice to her clients. She has negotiated, advised on and closed over one thousand transactions, generating an average of over sixty-five transactions a year. She represents clients in bilateral and syndicated asset-based lending, cash flow lending, senior, mezzanine, first-lien and second-lien, and subordinated financings and transactions. In particular, Tonya is well known in the fund finance space for her keen understanding of fund financings.

Before entering the practice of law, Tonya worked for Entergy Corporation (a Fortune 500 company) as a financial analyst and licensed certified public accountant. She conducted revenue and operational analysis for Entergy's regulated subsidiaries and public utilities. Tonya smartly employs her accounting and financial analysis background in her finance and investment funds practice.

Tonya serves on DLA Piper LLP's Audit Inquiry Response Committee.

Areas of FocusFinancial ServicesFinanceMergers and AcquisitionsPrivate EquityLeveraged Finance and Debt FinanceInvestment Funds
Bar admissionsIllinois

EXPERIENCE

Tonya has extensive experience and knowledge structuring and negotiating:

  • For her lender and borrower clients:
    • Net asset value facilities
    • Hybrid credit facilities
    • Unencumbered asset pool credit facilities, with a focus on real estate assets
    • Acquisition financings and leveraged buyouts
    • Revolving credit facilities
    • Term loan facilities
    • General working capital credit facilities
    • Workouts
  • For her borrower clients:
    • Subscription-backed credit facilities
    • Umbrella facilities
    • Management fee lines of credit
    • Employee co-invests
    • Private placements
    • Dividend recapitalizations

Awards

CIVIC AND CHARITABLE

Tonya provides outside general counsel representation for nonprofit organizations. Tonya represents veterans of Operation Iraqi Freedom and Operation Enduring Freedom to obtain Combat-Related Special Compensation (CRSC). She represented DLA Piper LLP (US)'s first successful veteran in his receipt of CRSC. 

Tonya is a member of the Midwestern Board of Directors of Step Up, a national nonprofit organization comprised of professional women who provide mentorship and career-pathway exposure to teenage girls and young women from underrepresented communities.

Education
  • J.D., Northwestern University Pritzker School of Law 2009
    Dean's List
  • Master in Professional Accounting, University of Texas at Austin 2003
    Consortium for Graduate Study in Management Fellow
    Ellen McAngus Ezel Scholarship for Academic Achievement
  • B.A., History, Minor in Finance, Dillard University 2002
    summa cum laude, Valedictorian
    Regents Scholar

Bylines

  • Co-author, "Active Debt Capital, Essential Real Estate: Credit Facility Financings for Healthcare REITs," CREFC World, Spring 2026
  • "Nonprofit organizations may now benefit from the Main Street Lending Program: key takeaways," DLA Piper
  • "Eliminating the Secondary Earner Bias: Lessons from Malaysia, the United Kingdom and Ireland," Northwestern Journal of Law and Social Policy
  • "Washington State and Minnesota Probate Law: Comparison and Contrast with Louisiana Succession Law," American Constitution Society for Law and Policy ResearchLink

Seminars

  • Speaker, "Navigating fund financing structures: Insights for lenders and borrowers," DLA Piper, November 12, 2024
  • Speaker, "Structuring Credit Support Agreements in Fund Finance: ECLs, Guaranties, Keepwell Agreements, Comfort Letters," BARBRI, September 6, 2024
  • Panelist, "Does your client have a validly perfected security interest?" DLA Piper, October 18, 2023
  • Keynote Speaker, National Law School Signing Day, Dillard University, New Orleans, LA, April 2023
  • Speaker, "Legal Mentor Transactional Bootcamp Series - Session 1," DLA Piper, 2023
  • Speaker, "Preparing for Your Performance Evaluation: Leveraging the Feedback for Your Professional Development," Corporate Counsel Women of Color Law Firm Associates Career Strategies Conference, June 2022
  • Speaker, "Mentorship Matters – Creating Equitable Futures," Women's Bar Association of Illinois and StepUp, May 2021
  • Instructor, "Basic Accounting For Transactional Lawyers," presented to DLA Piper LLP Finance and Corporate lawyers, June 2019
  • Speaker, "Clinic-in-a-Box®:  Bylaws for Non-Profit Organizations," delivered to nonprofit organizations arranged by the Chicago Chapter of the Association of Corporate Counsel in partnership with The Law Project, July 2016
  • Instructor, "Understanding Legal Opinions," presented to DLA Piper LLP associates in transactional practices (multiple occasions)
     

Additional Information

Tonya completed a secondment at Guggenheim Life and Annuity Company providing legal transactional support and advice on structured finance and securitization transactions.

Memberships And Affiliations

  • Real Estate Finance Forum
  • National Bar Association
  • Leadership Council on Legal Diversity Fellow 2023
  • Women in Fund Finance

My latest insights

Publication
Short Hills office building

2026 Fund Finance Association Symposium: Key insights

12 February 2026

Past event

The 14th Annual Global Fund Finance Symposium

24 February 2025 .1 minute read

Publication

Emerging Trends in APAC Fund Finance: Key Insights from the 6th Annual Symposium

27 November 2024 .7 minute read

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Connect

Phone

+1 312 368 3396
(Work, Chicago)
+1 312 342 8389
(Work)