Lorraine McGowen


New York

Lorraine McGowen is a leading bankruptcy and restructuring attorney, a well-known advocate for diversity, equity and inclusion (DEI) in the legal profession, and a leader with more than 15 years of board and management experience.

Lorraine brings 30+ years of legal experience in bankruptcies, out-of-court restructurings, sovereign debt restructurings and creditors' rights controversies. She 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.

Lorraine has represented various stakeholders in bankruptcies, workouts, distressed debt transactions, sovereign debt restructurings, bankruptcy litigation, derivatives, and distressed acquisition matters such as Suriname, Belize, Puerto Rico, Takata Corporation, Windstream, GTT, Brazos Electric Power Cooperative, Lehman, MF Global, Indiana Toll Road, Chemtura Corporation, Tronox Incorporated, South Bay Expressway, American Dream School, Detroit, General Motors, and Stone & Webster.

Lorraine is a member of Orrick's Management Committee and is Partner in Charge of its global DEI Initiatives. She previously served two terms on the firm’s 11-member Board of Directors and also previously chaired its Restructuring Group.

As a leading DEI 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 2022, 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 is a former Vice President and Board Member of the New York City Bar Association and currently co-chairs the City Bar's Digital Assets Task Force. She serves on the Board of Directors for the Institute for Inclusion in the Legal Profession and the New York Lawyers for the Public Interest, where she is chair of the board, and on the Advisory Committees for Legal Outreach and the Vance Center for International Justice of the City Bar, where she serves as co-chair of the Advisory Committee of the Vance Center.

    • Takata Corporation and its Subsidiaries. Represented 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. Takata's restructuring, which included the sale of all of its assets other than the inflator business, was implemented through in-court bankruptcy proceedings in the U.S. and Japan, and out-of-court in Europe, China, and other jurisdictions.
    • Suriname Sovereign Bond Restructuring. Represent the bondholder committee, which includes Franklin Templeton, GMO, Eaton Vance and Greylock, on the restructuring of $675 million of government debt. 
    • Belize. Represent bondholder committeee in connection with the award-winning environmentally focused debt restructuring and buyback of  Belize's USD $553 million bonds due 2034.  The tender offer and consent solicitation was funded in part with funding by The Nature Conservancy, with support from the U.S. International Development Finance Corporation, and is considered to be one of the largest debt restructuring deals targeted at protecting the environment.
    • Distressed Charter Schools. Represented Rosemawr, as Bondholder Representative, in connection with the consensual workout and foreclosure of real and personal property, pledged by the American Dream School, following the bankruptcy of the general contractor, Hollister Construction Services. We also represented Rosemawr, as Bondholder Representative, in negotiating a buyout from the surety, Arch Insurance Company, of payment obligations owed under its performance bonds while maintaining amounts owed under its payment bonds. Also addressed and resolved claims asserted by Build NYC, ADS Project Development (the developer), mechanics liens and other claims that impacted Rosemawr's ability to facilitate the timely completion of the construction of two charter schools.
    • Indiana Toll Road. Steering Committee counsel and subsequently The Royal Bank of Scotland plc and Wilmington Trust, as Administrative Agent to the Lenders, in connection with the $6 billion restructuring of the Indiana Toll Road and related concessions. The Indiana Toll Road runs 156.28 miles east–west across northern Indiana from the Illinois state line to the Ohio state line and has been advertised as the “Main Street of the Midwest.” Over the duration of the case, Orrick helped negotiate many aspects of a restructuring that culminated in 2014 with a September Chapter 11 filing. The parties filed a prepackaged restructuring plan which received nearly universal approval. Lorraine also was the lead bankruptcy attorney representing IFM Investors Pty Ltd (“IFM”), on behalf of IFM Global Infrastructure Fund, in connection with its selection as the winning bidder to acquire 100% of the membership interests of ITR Concession Company, the wholly owned subsidiary of Statewide Mobility Partners, a Cintra / Macquarie joint venture.
    • South Bay Expressway. Bank syndicate counsel in connection with the bankruptcy case of South Bay Expressway, the owner and operator of a toll road on State Route 125 South running south from San Diego to the Mexican border, having claims in excess of $340 million. Bank group acquired ownership of toll road through a confirmed bankruptcy plan and then sold the toll road to the San Diego Association of Governments.
    • Lehman. Lorraine represents municipal, corporate, and financial counterparties with swap, forward contracts, repurchase agreements and other derivative products in various aspects of the Lehman Brothers proceedings pending in the United States and the United Kingdom. Claims include termination payments, indemnity and guaranty claims, and contractual breaches.
    • Tronox. Lead bankruptcy attorney for Exxaro Resources Limited in connection with its claims against, and joint venture interest with, Tronox Incorporated. Lorraine also was the lead bankruptcy attorney in connection with Exxaro's post-bankruptcy $3.4 billion contribution of its South African and Australian mineral sands business to Tronox Incorporated in exchange for Class B shares representing 38.5 percent of Tronox's common stock.
    • Stone & Webster. Creditors Committee in the Chapter 11 cases of Stone & Webster, an international engineering and construction enterprise with 72 subsidiaries (creditor claims initially totaled in excess of $6 billion). Lorraine continues to represent the SWE&C Liquidating Trust, which was formed upon the confirmation of the Stone & Webster Inc. joint plan of liquidation, among other matters, to resolve claims against Stone & Webster Engineers & Constructors, Inc., and its direct and indirect subsidiaries totaling in excess of $1 billion, to liquidate the Trust’s remaining assets, and to prosecute insurance coverage actions against insurers for environmental and professional liability losses.
    • Suppliers and Customers--Windstream, GTT, PG&E, First Energy, Just Energy and others. Lorraine represents various suppliers, customers, and other trade vendors regarding their rights in bankruptcy, including rights to enforce, terminate, or obtain payment under supply agreements, forward contracts, licensing agreements, and joint venture agreements, and prosecuting and defending claims brought by and against them in the bankruptcy case (including, for example, fraudulent conveyance, preference, and other avoidance actions.
    • Derivative Transactions--Lehman, MF Global, Madoff and others. Lorraine represents various counterparties who have been affected by the liquidity crisis involving distressed financial institutions, monoline insurers and other parties, advising them regarding their rights, bankruptcy, and other insolvency proceedings, including rights to enforce, terminate, or obtain payment under swap agreements, repurchase agreements, forward contracts, and other derivative transactions.
    • Oil and Gas Exploration and Production Company. Advised a private equity fund focused on energy related projects globally in connection with its proposed $650 million investment in an oil and gas exploration and production company.
    • Aviation Restructurings and Bankruptcies. Lorraine represented lenders, credit enhancers and other financing parties in domestic leveraged leases, EETCs, liquidity facilities and mortgage indentures in the US Air I, US Air II, United Airlines, Northwest Airlines, Delta Airlines and Atlas Air bankruptcies.
    • General Motors. Counsel to the National Dealers Council (consisting of approximately 6,000 U.S. GM dealers) in connection with the restructuring and bankruptcy of General Motors Corporation.
    • Finance Transactions. Regularly provides commercial law and bankruptcy advice in connection with the financing and refinancing of transactions for public and private issuers, not-for-profit organizations, including colleges and universities, secondary schools (including charter schools), and other not-for-profit corporations.