The former Corporate Secretary and head of the Corporate Legal Group at Microsoft, as well as a long-time litigator, Carolyn Frantz helps clients address a range of legal issues, including those related to corporate governance, ESG, and public policy. She serves as co-head of Orrick's Public Companies & ESG practice.
A former Rhodes Scholar, Carolyn clerked for Supreme Court Justice Sandra Day O’Connor and D.C. Circuit Court of Appeals Judge David S. Tatel, before teaching at the University of Chicago Law School. She was a litigation partner at a major law firm for eight years before joining Microsoft, where she managed the company’s worldwide tax litigation until her appointment as Corporate Secretary.
As Microsoft’s Corporate Secretary, Carolyn had the opportunity to work closely with the company’s Board of Directors and senior leadership, gaining a first-hand understanding of the opportunities and challenges facing technology companies in a dynamic competitive and regulatory environment. As the head of the Corporate Legal Group, Carolyn was responsible for legal issues regarding securities law and disclosures, treasury and finance, international trade, procurement, real estate, and many other issues. Building on her extensive litigation experience, which includes managing tax disputes domestically and abroad, as well as litigating multidistrict products liability, consumer cases, and commercial contract disputes, Carolyn understands the practical challenges companies face and how those intersect with Board reporting, securities disclosures, and internal accountability. She also brings her understanding of board governance, corporate law, and ESG to select litigation matters.
Carolyn is also frequently called on to serve as a resource to new legal leaders in their roles supporting and interacting with their Boards.
Carolyn is often consulted by the media for stories on ESG-related topics, and has been quoted in The National Law Journal, Corporate Board Member, and Fast Company on subjects such as the prospect of future ESG-related lawsuits, the SEC’s proposed climate change disclosures, and shareholder concerns regarding abortion access.