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Nonprofit Organizations

Our involvement with sophisticated charitable organizations incorporated in California includes serving as general counsel to a complex family of entities that operates affordable housing facilities, assisting the Board of Directors of an organization with over $200 million in annual revenues in navigating the safe harbors on reasonable compensation, and forming organizations to assist hospitals and universities in off-balance sheet financings.  In addition, we have advised a considerable number of other corporate private foundations and individual private foundations with respect to ...

Orrick Lawyer Co-Authors Article Addressing Unique Confirmation Issues in Nonprofit Cases

by Evan C. Hollander | November.16.2016

  Orrick’s Evan Hollander co-authored an article for The Norton Annual Survey of Bankruptcy Law (2016 Edition) addressing unique confirmation issues faced by nonprofit debtors in Chapter 11. The article addresses the applicability of the absolute priority rule, distinctive feasibility issues, and appropriate comparators when considering the best interests test in a nonprofit case. The

Municipal Restructuring and Insolvency

In addition, reliable access to capital has been interrupted in recent years by unprecedented turmoil and change in the bond market and the near disappearance of the bond insurance industry. Rising pension and post-employment benefits costs combined with a generally flat or only slightly increasing revenue picture have been significant challenges for many communities. Credit deterioration, on the part of both municipalities and financial counterparties, has caused some transactions, particularly those involving variable rate debt and/or interest rate swaps, to unravel. In the face of these ...

Compensation & Benefits M&A

We have advised clients on all types of transactions, including traditional stock and asset acquisitions, divestitures, spin-offs and multinational joint ventures. We work with each client to achieve maximum tax and financial results, while reducing liabilities and attaining employee retention and incentive goals. Orrick lawyers also help companies structure transactions at the early planning stages of an acquisition. Our counseling extends well beyond legal documentation as we assist clients with quantitative analyses on the different approaches to a transaction and provide practical and ...

Corporate Tax

Tax Department lawyers have been involved in domestic and international transactions involving purchases and acquisitions, business combinations and divestitures, corporate restructuring such as recapitalizations, multi-tier spin-offs and split-offs and hybrid entities, and innovative transactions involving the consolidated return regulations. Orrick’s Tax Department offers services to address clients’ corporate tax needs in: Asset-based Securitizations Compensation and Option Plans Consolidated Return Regulations Corporate Restructuring Cross-border Transactions ...

Mortgage-Related Securities

Since the onset of the financial crisis, we have taken a leadership role advising on innovative transactions that are set to become templates for the future of the industry, including our representation of Redwood Trust in all of its pioneering public offerings of private-label MBS.

We serve as counsel in public and private RMBS and resecuritization transactions. Our experience includes:

  • single-family residential mortgage loans
  • commercial mortgage loans
  • multifamily mortgage loans
  • home equity loans
  • revolving lines of credit
  • revolving manufactured housing contracts

REMICs, Mortgage Loan Modifications and COVID-19

by Stephen Jackson, Janet Barbiere, William Cullen, Bola Oloko and James Larkin | June.30.2020

This memorandum discusses certain tax considerations in connection with forbearances, waivers and other modifications with respect to a mortgage loan that is held by a REMIC or about to be contributed to a REMIC, in light of the fact that certain borrowers may be unable to make current or future payments on their mortgage loans due to the COVID-19 pandemic.

School Finance

Our School Financing Group played a significant role in developing financing substitutes, including lease certificates of participation (COP) financing, asset transfer lease/leasebacks, Mello-Roos financing, and Education Code 39308.5 financing (using pre-Proposition 13 tax overrides for new school facilities). Innovative School Financing Solutions When Proposition 46, adopted in June 1986, restored school districts’ authority to use general obligation bonds, Orrick responded by drafting and implementing legislation and conducting seminars outlining the new procedures by which school ...

Benefit Plan Investments

Employee benefit plan assets constitute the largest pool of investment capital in the United States and worldwide. The financial future of millions is governed by complex legal restrictions designed to protect their interests. Though complex, the restrictions need not prevent benefit plans from being full-fledged participants in the world's financial markets. Seasoned legal advice is essential to successfully navigating these potentially dangerous waters. We have long advised the largest manager of benefit plan assets on ERISA fiduciary issues. We serve as outside fiduciary counsel to several ...

Merger Review

With attorneys in the United States, Europe and Asia, the team offers clients seamless service for multi-national transactions, including private and public takeovers. Our lawyers have extensive experience managing and devising solutions for high-profile transactions in key sectors, such as airlines, oil and gas, infrastructure, telecommunications, chemicals, pharmaceuticals, media, leading consumer branded goods, and food and grocery. We regularly appear before competition agencies such as the U.S. Department of Justice, the U.S. Federal Trade Commission, the European Commission and national ...

International Trade & Compliance

Major companies such as General Electric, Intel and Marathon Oil commonly rely on us to help them overcome the most challenging barriers to cross-border business. We’ve counseled global financial institutions on how to comply with U.S. and EU economic sanctions against Russia. We’ve obtained national security clearance in one of the few CFIUS cases that has gone to the President for approval. We’ve resolved compliance and government affairs challenges related to trade in security-sensitive electronics products. We’ve advanced the interests of some of the largest industrial businesses in ...

Appellate Litigation

Our lawyers have briefed, and argued on appeal, cases that are considered to be among the constellation of leading antitrust precedents, including a number of the U.S. Supreme Court’s key decisions. Not only do we routinely represent clients from the beginning of litigation through all levels of appeal, we also frequently are retained in significant matters for the first time on appeal.

Insurance Recovery

According to Chambers USA, clients describe us as "top-notch lawyers who provide great customer service and are practical. They understand our business concerns and can help us balance the pros and cons of various paths." We represent the interests of policyholders exclusively, working tirelessly to secure recoveries for our clients. We litigate coverage claims when necessary, but focus on developing innovative, non-litigation solutions for our clients’ complex coverage disputes. To proactively avoid disputes, we provide risk management counseling and insurance advice to our clients on all of ...