City of Contracts Podcasts & Webinars
with Ken Adams
Welcome to the first episode of the podcast City of Contracts, in which Ken Adams (and perhaps others) has a conversation with someone from one of the many constituencies involved in contracts.
In this episode, Ken speaks with Michael Woronoff. Michael Woronoff is a transactional partner in the Los Angeles office of Kirkland & Ellis LLP.
Ken has long known Michael to be a keen observer of contract drafting. For many years Michael has served as an adjunct professor at UCLA School of Law, where he developed and teaches the popular course Venture Capital and the Start-Up Company. And he's a frequent author and lecturer on a variety of corporate and securities law topics. Our favorite Woronoff article is Understanding Anti-dilution Provisions in Convertible Securities, 74 Fordham Law Review 129 (2005). He also wrote the chapter on confidentiality in Negotiating and Drafting Contract Boilerplate (2003 Tina L. Stark ed.).
And we recommend his writings on teaching transactional law:
What Law Schools Should Teach Future Transactional Lawyers: Perspectives from Practice, UCLA School of Law, Law-Econ Research Paper No. 09-17
Innovative Transactional Pedagogies, 12 Tennessee Journal of Business Law 243 (2011)
Teaching Transactional Skills in Upper-Level Doctrinal Courses: Three Exemplars, 10 Tennessee Journal of Business Law 367 (2009) (Michael is one of three contributors)
Thank you, Michael, for joining us for this conversation.
About our Guest
Michael Woronoff is a transactional partner in the Los Angeles office of Kirkland & Ellis LLP. He routinely represents:
purchasers, sellers and financial advisors in public and private merger and acquisition transactions;
underwriters, issuers, selling security holders, private investment funds and other investors, in public and private debt and equity financings;
debtors, creditors, other stakeholders and financial advisors in in-court and out-of-court restructuring transactions; and
public and private entities and individuals with respect to various corporate and securities law matters, including SEC reporting obligations, corporate governance, and strategic alliances.
Chambers USA describes Michael as “100% focused on providing exceptional service,” and a client interviewed by The Legal 500 United States refers to him as “literally one of the best attorneys with whom I have ever worked.” LawDragon notes that “there are few deals Woronoff can’t do.”
Michael was the exclusive winner of Lexology’s Client Choice Award in the category of Mergers & Acquisitions (California) in both 2019 and 2018. He was named one of Los Angeles’ “Most Influential Private Equity Advisors” by the Los Angeles Business Journal in 2019; and for the seventh time, one of the “Top 100 Lawyers in California” by the Daily Journal in 2019.
Michael is a member of the board of directors of Alexandria Real Estate Equities (NYSE: ARE), which owns, operates and develops life science and technology campuses in key urban cluster locations. He has also served on the boards of directors of several private companies, including AccessDNA, TransDimension, and u-Nav Microelectronics. He is an adjunct professor at UCLA’s School of Law, where he developed and teaches Venture Capital and the Start-up Company. Earlier in his career, Michael was a founding principal of Shelter Capital Partners, a private equity fund that invested in technology and technology-enabled businesses at all stages of development.