They’ve Got Next: The 40 Under 40 - Iliana Ongun of Milbank

Please describe two of your most substantial, recent wins in practice.

I represented the special committee of the board of Carrols Restaurant Group in the company’s 2024 $1 billion sale to Restaurant Brands. Carrols is the largest Burger King franchisee in the United States. Restaurant Brands—the franchisor—is not only a major contractual counterparty to Carrols, but also a large stockholder.

The deal raised many interesting questions of potential conflict, on which I advised. It was a pleasure to work on this exciting transaction for such an iconic brand.

In 2020, I represented Apollo in a first-of-its-kind strategic investment with the Abu Dhabi National Oil Company valued at $5.5 billion. Reaching a deal required us to create thoughtful corporate governance arrangements across multiple foreign jurisdictions. It felt like working on a 1000-piece jigsaw puzzle—time consuming, challenging and ultimately very satisfying.

In addition to deal work, I’m very proud of my efforts to recruit and retain the next generation of legal talent through Milbank’s hiring committee and Latinx affinity group. I’m also proud of my pro bono work helping local charities incorporate as tax-exempt 501(c)(3) non-profits so that they can more efficiently serve their core missions.

What is the most important lesson you learned as a first-year attorney and how does it inform your practice today?

Expect the unexpected. Clients hire firms like Milbank for their most important, bet-the-company deals because they know that transactions of this magnitude and complexity always have surprises that require sophisticated judgment to resolve. In public M&A in particular, there is effectively no concept of exclusivity because the board’s fiduciary duties require the directors to consider superior offers.

Embarking on a sale process can invite interlopers, activists, topping bids, price adjustments, government scrutiny and other twists and turns. Getting a deal over the finish line requires creativity and tenacity, in addition to top-notch technical lawyering.

And as we all learned during Covid, the business environment itself can change rapidly. Something as seemingly straightforward as closing stores and furloughing workers amidst a global pandemic can allow a buyer to claim the seller improperly operated its business, allowing the buyer to walk away from the deal.

They have yet to invent artificial intelligence evolved enough to counsel a board of directors through curveballs like these. Until they do, I will continue to enjoy thinking three steps ahead for my clients, while being prepared to respond in real time to the inevitable surprises.

How do you define success in your practice?

To me, success starts with listening deeply to my clients’ needs so that I can provide the highest quality of strategic advice on matters of critical importance to them. It also means seeking to develop and inspire the next generation of legal talent. And doing all of this in a way that aligns with my core values of integrity and authenticity.

I take a tailored approach to each representation and pride myself on creativity and the ability to distill complex ideas into simple trade-offs—such as whether a foreign buyer would be better served by a merger or asset purchase deal structure. Additionally, as an M&A lawyer, I cannot succeed unless I am able to motivate and coordinate an internal team of tax, antitrust, capital markets and other specialists, all of whom must operate in sync and with sustained effort for the weeks or even months that it takes to sign up an M&A transaction.

Especially when deals move quickly, I take the time to explain new concepts to our most junior associates and to acknowledge their efforts. I find this both important and rewarding, as it fosters a culture of mutual encouragement and support—which in turn allows us to better support our clients. This approach has enabled me to build long-term client relationships based on trust—and that feels like true success.

What are you most proud of as a lawyer?

I am most proud of the relationships that I have built, not only with my own clients and Milbank colleagues, but also with the lawyers and bankers across the negotiating table. I have worked hard to develop a reputation as someone who is assertive and clever, but also pragmatic and flexible enough to reach the best outcome for her clients.

The M&A bar is small enough that over time you see many of the same faces pop up again and again. When opposing counsel is someone you have worked with productively in the past, a deal can get going smoothly from the outset, which is a great advantage to clients.

Who is your greatest mentor in the law and what have they taught you?

I was very fortunate to connect early in my career with two inspirational women serving at the very top of their organizations as general counsel. One is Rachel Stern, general counsel of FactSet, whom I met when I joined the NYC Bar M&A Committee in 2016.

The other is Carol Bernstein, former general counsel of CMC Materials, who was an early client of mine. In both cases, I benefited hugely by observing their leadership style over the years.

Both Rachel and Carol showed me the power of combining one’s legal skills with a deep understanding of the business to produce the kind of highly informed judgment and advice that is invaluable to executives and directors. The ability to home in on what really matters in the context of a particular business or situation is what elevates you from merely a competent lawyer to a trusted strategic adviser.

Each of these women has an easy, straightforward way of communicating. This is something that I have tried to emulate as a model for how to effectively interact with senior executives and boards.

Speaking in this way has also helped me to deliver necessary feedback in a manner that brings out the best in my team. Most importantly, I try in my own career to follow their example of helping and inspiring the next generation of lawyers.

Tell us your two favorite songs on your summer music playlist.

With two young Swifties at home, probably 95% of our summer playlist is Taylor. “Long Live” is one of our favorites. It’s a song about teamwork and triumph, and the bond that comes from working your heart out toward a shared goal and coming out on top.

We also love singing along to “American Pie” by Don McLean, even though my daughters don’t know what a Chevy or a levee is.

Iliana Ongun of Milbank in Dubai desert with her grandmother on her 90th birthday.

Credit: Iliana Ongun and Jonathan Hurtarte/Bloomberg Law