23. September 2021 · Comments Off on Igor Kirman Confidentiality Agreements · Categories: Uncategorized

M&A volume has declined as sharply as we`ve ever seen. Uncertainty about the future is high, even though many investors have already discounted the forecast for 2020 and are looking far beyond. But I think the M&A deals will take effect again, as companies reposition themselves for the new “pandemic” and “post-pandemic” economy. As far as practice is concerned, as during the Great Recession of 2008-2009, the focus is again on the provisions of sales contracts subject to a stress test (MAF, Covenants, etc.). We learn from experience, and our chords get better – and often longer! – accordingly. The M&A and private Equity Line By Line confidentiality agreements also contain useful appendices, including a comprehensive example of a first draft of a confidentiality agreement and a reactive marker that illustrates many of the principles discussed in the book. This book also offers readers an example of the language for each clause and a discussion of the likely reaction and counter-reaction of each page resulting from actual negotiations. The author leads readers through a balanced discussion of the importance of each clause for each part of the negotiations and the set of arguments that are likely to be heard, as well as common compromise positions. In most cases, concepts for example are illustrated by real agreements. This book provides detailed explanations of each clause as well as practical advice on negotiations and legal developments and covers all the key points of a confidentiality agreement, including restrictions on the exchange of information, standstill clauses and non-insolvent clauses among many others. You`ve written a book about M&A confidentiality agreements. What for? When I wrote the first issue in 2008 (I recently wrote an updated edition), I felt that there was a real need in the practical literature to talk about the modern confidentiality agreement, also known as the confidentiality agreement (NDA).

NDAs had become more complicated over the years, with terms that went far beyond simple privacy restrictions. I decided to write a very practical book, with proposals for language and arguments (on both sides). Igor Kirman is a partner in the corporate division of Wachtell, Lipton, Rosen & Katz, where he focuses primarily on mergers and acquisitions, activism and acquisition advocacy, corporate governance and corporate corporate affairs. He has advised listed and private equity firms in mergers and acquisitions, divestitures, takeovers, joint ventures, cross-border agreements, shareholder activism, acquisition advocacy and corporate governance. I`m a global optimist and I`m not afraid of AI. I welcome this and the benefits it brings to society, just as I prefer automatic lifts to many-way lifts and calculators in Abakus. AI will disrupt legal practice, but it`s just a signal that lawyers need to move on to more valuable roles. Our founders built our firm to do quality legal work, so we are fortunate to occupy this niche. Our practice requires nuanced judgment, the seven of shades of gray, as we deal with a number of human emotions and psychological factors. As soon as computers are able to replicate this, I`ll be happy to look out of retirement. Mr. Kirman is the author of the book “M&A and Private Equity Confidentiality Agreements” (Thomson Reuters).

He is chair of the annual Doing Deals program at the Practising Law Institute in New York and teaches a course on M&A as an adjunct at Columbia Law School. . . .

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