Lorraine McGowen


New York

Lorraine McGowen is a leading 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.

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.

    • Takata Corporation and its Subsidiaries. Toyota in the highly complex global restructuring of Takata Corporation. Takata is one of the world's largest manufacturers and distributors of automotive safety systems, including airbags. Toyota was one of the largest creditors in the proceedings, with claims allowed against Takata in excess of $7 billion. 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. Representing the bondholder committee, which includes Franklin Templeton, GMO, Eaton Vance and Greylock, on the restructuring of $675 million of government debt. Despite the fierce competition that included Arnold & Porter, Cleary Gottlieb, and Greenberg Traurig, Orrick was unanimously chosen for the mandate due to our strengths in sovereign debt, restructuring and debt capital markets.
    • Belize. Steering Members of the Committee on Bondholders that had been constituted to address Belize request to capitalize payments from August 20 to February 2021 under Belize’s New York law-governed USD Bonds due 2034. Belize announced on August 10, 2020 that the requisite approval of bondholders had been received in connection with the Consent Solicitation.
    • Rosemawr Management. Representation, 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 and other claims that could impact Rosemawr’s ability to recover on its collateral. These were highly complex out-of-court workouts involving many parties with significant time pressures: attempting to complete construction of two charter schools before the start of the 2021 academic school year on a very tight schedule and budget.
    • 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.
    • 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.
    • 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. 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. 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.
    • 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.