Lorraine McGowen is a lead restructuring partner with over 30 years of experience representing clients from the US and internationally with entrepreneurial enthusiasm and a true passion for innovation seeking to maximize recoveries or reduce liabilities.
Lorraine interfaces with auditors, government regulators, investment bankers and others, and develops and implements mediation and litigation strategies, and negotiates reorganization plans and complex corporate and finance documents. She also regularly provides commercial law and bankruptcy advice in connection with securitization, M&A, energy & infrastructure and general corporate transactions and has been advising on American Express’ securitization program.
Recent engagements include representing Toyota (one of the largest creditors with more than $7 billion in claims) in the highly complex global restructuring of Takata Corporation, one of the largest manufacturers and distributors of automotive safety systems, including airbags; representing financial institutions in connection with Puerto Rico’s $72 billion restructuring; and representing several PPA counterparties in the PG&E bankruptcy case.
Lorraine is a member of Orrick's Management Committee and recently completed two terms of service on the firm’s 11-member Board of Directors. She also currently co-leads Orrick's Automotive Technology & Mobility group and its global Diversity & Inclusion (D&I) Initiative.
As a leading D&I advocate, Lorraine creates programs for the legal profession and the community. She was selected as a 2019 Rainmaker by the Minority Corporate Counsel Association (MCCA) and as one of Savoy Magazine’s Most Influential Black Lawyers for 2018 and 2015, and received Legal Outreach’s Pipeline to Diversity 2017 Champion Award and the New York City Bar Association Diversity and Inclusion 2012 Champion Award. IFLR1000 Rankings named Lorraine a leading lawyer in the U.S. She was selected by Direct Women to be a 2016 Board Institute member. She is a frequent speaker and author on bankruptcy and insolvency and diversity and inclusion.
Among her community involvement, she serves on the Board of Directors for the Institute for Inclusion in the Legal Profession and on the Advisory Committees for Legal Outreach and the Vance Center for International Justice of the NYCBA. Lorraine also serves as a Vice President of the New York City Bar Association.
Under the Bankruptcy Code (Title 11, U.S.C., §§ 101 et seq., the “Bankruptcy Code”) non-debtor counterparties to qualified financial contracts generally are not subject to the automatic stay under section 362 and the prohibition on ipso facto clauses under section 365(e). As a result, upon the commencement of a bankruptcy case under the Bankruptcy Code, counterparties are able to exercise their contractual right to cause the liquidation, termination or acceleration of the transactions under qualified financial covenants.
The same is not necessarily true when a bank, insurance company or other similar regulated entity becomes insolvent. Such entities are not eligible to be debtors under the Bankruptcy Code. While the insolvency regimes for such entities do not provide for an automatic injunction barring creditor remedies, the insolvency regime will provide a brief stay preventing counter-parties to qualified financial contracts with such entity from terminating, liquidating or accelerating a qualified financial contract during such period.
The American Bankruptcy Institute recently released its Chapter 11 Reform Report. The Reform Report proposed a number of revisions to Chapter 11 related to confirmation, valuation, financing and asset sales, among others. The Reform Report also proposed a number of revisions to the safe harbor protections, which were discussed in Part II of Orrick’s Restructuring Team’s summary and analysis of the Reform Report. As mentioned in the summary of the proposed changes to the safe harbor protections, the Commission considered, but rejected, incorporating a temporary stay on the exercise by a non-debtor counterparty of its contractual rights to terminate and liquidate qualified financial contracts. Read More.