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Thought Leaders

Thought Leaders

Thought Leader

WWL Ranking: Thought Leader

WWL says

Igor Kirman is regarded a top name in the US market for corporate M&A, thanks to his market-leading work on complex transactions. 

Questions & Answers

Igor Kirman focuses on mergers and acquisitions, activism and takeover defence. He is a frequent speaker at conferences and writer and has won numerous awards, including being twice named Dealmaker of the Year by American Lawyer (2006 and 2015). Mr Kirman is the author of the book M&A and Private Equity Confidentiality Agreements, and teaches as an adjunct at Columbia Law School, from which he has a JD. He received a BA from Yale University in 1993.

Do you prefer to work on “offence” or “defence”?

I like both sides, for different reasons. When I defended Vulcan Materials against Martin Marietta’s hostile bid in 2012, I signed all my emails with “Defence Wins Championships”. When we won, I deleted the tag line, but the sentiment lives on. Defence is hard because your opponent often dictates the pace and subject matter of the fight. Clients want to hit back immediately after every shot. But successful defence sometimes requires counselling patience, and waiting for the right moment to counterpunch. It’s the part of our practice that requires the broadest blend of skills – judgement, patience, creativity and tactical manoeuvring. Often it’s “total war” and work around the clock. But the thrill of saving a company, and seeing the gratitude of employees afterwards, is unmatched. 

You started your career at another firm. How has that affected you? 

You might think that after only three years at Sullivan & Cromwell, where I started my career, and more than 20 years at Wachtell Lipton, I would barely notice. But I’m still very influenced by this “immigration” experience. It has shown me how other large firms work, and that there are excellent lawyers at many firms; most importantly, it has deepened my appreciation for the uniqueness of Wachtell Lipton’s model and way of lawyering. It has allowed me to better appreciate the intellectual and professional freedoms that all our lawyers, even the most junior ones, are given. I’m also an immigrant to this country, having come to the US at age eight from the USSR, and feel a parallel effect on that level.

You have been teaching at Columbia Law School for more than 15 years. What motivates you to do that? 

Well, I met my wife there, and so you could say I owe my family to the school and am repaying a debt. But I also love to teach, and CLS gives us (I teach with my partner Trevor Norwitz) a great opportunity to teach M&A from a practitioner’s perspective. There is a special joy I feel on the last day of class when I think about how far the students have come from the day we began together. 

You wrote a book on M&A confidentiality agreements. Why? 

In 2008, when I wrote the first edition (I recently wrote an updated edition), I felt that there was a real need in the practice literature to talk about the modern confidentiality agreement, also known as a non-disclosure agreement (NDA). NDAs had gotten more complicated over the years, with terms that went far beyond mere confidentiality restrictions. I decided to write a very practical book, with suggestions for language and arguments (on both sides).  

What impact is covid-19 having on M&A? 

There has been as sharp a drop in M&A volume as we have ever seen. There is great uncertainty about what lies ahead, even though many investors have already discounted 2020 projections and are looking well beyond. But I do think that M&A deals will return in force, as firms reposition for the a new ‘pandemic’ and ‘post-pandemic’ economy. As for the practice, as with the Great Recession in 2008–2009, there is renewed focus on provisions in purchase agreements that are being stress-tested (MAE, covenants, etc). We learn from experience, and our agreements get better – and often longer! – as a result.

Post pandemic, will M&A lawyers be back in the office or work from home? 

We will be back in the office. For law firms that care about firm culture, as ours does, being together is of critical importance. It’s very hard to establish relationships, or to work collaboratively at the same level, when you haven’t spent time physically together. Our firm is one office and that’s a major advantage because we know each other personally. We value those unplanned encounters in the dining room or in the hallway. And it’s very hard to go out for a drink over Zoom, although many have tried! That said, I do think lawyers will find ways to also integrate the new digital tools to enhance flexibility and productivity.

Is artificial intelligence a threat to M&A practice?

I am a global optimist and don’t fear AI. I welcome it and the gains it brings to society, just as I prefer automatic elevators to person-operated ones, and calculators to abacuses. AI will disrupt law practice, but that’s just a signal that lawyers need to shift to more value-added roles. Our founders built our firm to do high-value legal work, so we are fortunate to already occupy this niche. Our practice requires nuanced judgement, sifting shades of grey while dealing with an array of human emotion and psychological factors. Once computers are able to replicate that, I will happily watch from retirement.

If you were not a lawyer, what would you be? 

Ah, my escapist fantasies. In another life, maybe a judge, a diplomat, an investor, a teacher, or a writer of some kind. I think I would have made a decent counter-intelligence officer. 

Global Leader

Corporate Governance 2020

Professional Biography

WWL Ranking: Recommended

WWL says

Igor Kirman is commended for his deep understanding of takeover defence matters and shareholder activism. 

Biography

Igor Kirman is a partner in the corporate department at Wachtell, Lipton, Rosen & Katz, where he focuses primarily on mergers and acquisitions, activism and takeover defence, corporate governance and general corporate matters. He has advised public and private companies, as well as private equity funds, in connection with mergers and acquisitions, divestitures, leveraged buyouts, joint ventures, cross-border deals, shareholder activism, takeover defences and corporate governance matters.

Mr Kirman is a frequent speaker at professional conferences, and has written articles in numerous professional publications on topics relating to mergers and acquisitions and corporate governance. He has been frequently recognised for achievement by professional organisations such as Chambers USA, New York Super Lawyers, Who’s Who Legal and Best Lawyers in America. He was twice named as Dealmaker of the Year by American Lawyer (2006 and 2015).

Mr Kirman is the author of a book M&A and Private Equity Confidentiality Agreements (Aspatore). He is the chair of the Practising Law Institute’s annual “Doing Deals” programme in New York and teaches a course on mergers and acquisitions as an adjunct at Columbia Law School. He also serves on the advisory board of the Practical Law Company and on the mergers and acquisitions advisory board of Strafford Publications.

Mr Kirman received a BA in ethics, politics and economics magna cum laude from Yale University in 1993. He completed his JD at Columbia Law School in 1996, where he was notes editor of the Columbia Law Review. His student note, "Standing Apart to be a Part: The Precedential Value of Supreme Court Concurring Opinions", 95 Colum. L. Rev. 2083 (1995), was selected as the winner of a national writing competition and awarded the Scribes Law Review Writing Award.

Mr Kirman is a member of the American Bar Association, where he serves on the committee on mergers and acquisitions (and is a member of its financial adviser task force) and the committee on private equity and venture capital; and is a member of the New York City Bar Association. He is involved in a number of civic institutions, and serves on the advisory board of the Mount Sinai School of Medicine and is a trustee of the Trinity School. He was born in Ukraine and speaks Russian.

M&A 2020

Professional Biography

WWL Ranking: Recommended

WWL says

Igor Kirman is regarded a top name in the US market for corporate M&A, thanks to his market-leading work on complex transactions. 

Biography

Igor Kirman is a partner in the corporate department at Wachtell, Lipton, Rosen & Katz, where he focuses primarily on mergers and acquisitions, activism and takeover defence, corporate governance and general corporate matters. He has advised public and private companies, as well as private equity funds, in connection with mergers and acquisitions, divestitures, leveraged buyouts, joint ventures, cross-border deals, shareholder activism, takeover defences and corporate governance matters.

Mr Kirman is a frequent speaker at professional conferences, and has written articles in numerous professional publications on topics relating to mergers and acquisitions and corporate governance. He has been frequently recognised for achievement by professional organisations such as Chambers USA, New York Super Lawyers, Who’s Who Legal and Best Lawyers in America. He was twice named as Dealmaker of the Year by American Lawyer (2006 and 2015).

Mr Kirman is the author of a book M&A and Private Equity Confidentiality Agreements (Aspatore). He is the chair of the Practising Law Institute’s annual “Doing Deals” programme in New York and teaches a course on mergers and acquisitions as an adjunct at Columbia Law School. He also serves on the advisory board of the Practical Law Company and on the mergers and acquisitions advisory board of Strafford Publications.

Mr Kirman received a BA in ethics, politics and economics magna cum laude from Yale University in 1993. He completed his JD at Columbia Law School in 1996, where he was notes editor of the Columbia Law Review. His student note, "Standing Apart to be a Part: The Precedential Value of Supreme Court Concurring Opinions", 95 Colum. L. Rev. 2083 (1995), was selected as the winner of a national writing competition and awarded the Scribes Law Review Writing Award.

Mr Kirman is a member of the American Bar Association, where he serves on the committee on mergers and acquisitions (and is a member of its financial adviser task force) and the committee on private equity and venture capital; and is a member of the New York City Bar Association. He is involved in a number of civic institutions, and serves on the advisory board of the Mount Sinai School of Medicine and is a trustee of the Trinity School. He was born in Ukraine and speaks Russian.

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