TechGC Public Company GC Summit

Carolyn Frantz Senior Counsel

Seattle

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.

Ashley Walter Partner

Seattle

Ashley Walter advises technology and life sciences companies on strategy, oversight and compliance with respect to environmental, social, and governance (ESG) measures. He approaches sustainability from a governance perspective, helping clients to develop an appropriate framework in which to advance their ESG programs.

As Partner-in-Charge, ESG, Ashley assists public and private companies and their boards in establishing effective oversight of ESG matters, preparing ESG disclosures, addressing ESG commercial requirements, managing investor engagement with respect to ESG matters, and ensuring compliance with ESG laws and regulations. He also works with investment funds to develop fund-level and portfolio company ESG programs that address the full investment cycle, that are responsive to limited partner expectations, and that are appropriate for the stage, industry and business model of portfolio companies. He leverages a firm grounding in ESG substantive issues, significant experience in the design and implementation of ESG policies and procedures, and sector-specific knowledge to develop practical ESG solutions for clients in the tech sector and beyond.

Ashley is a co-founder and past chair of the Corporate Social Responsibility Law Committee of the ABA Business Law Section, has taught the course “Corporate Social Responsibility” as a Lecturer in Law at Stanford Law School, and is a co-editor of The Lawyer’s Corporate Social Responsibility Deskbook, a resource for legal departments and outside counsel to address ESG performance and risk. He has co-chaired the Practicing Law Institute's annual full-day ESG program for the last two years, has served as a moderator at the Stanford Directors' College, and has spoken on private company ESG for a workshop delivered by the United Nations Institute for Training and Research.

Erin M. Connell Partner

San Francisco

Erin M. Connell, Co-chair of Orrick's EEO & OFCCP Compliance Group and Pay Equity Task Force, represents employers in high stakes employment litigation and is a leader in equal employment opportunity law, pay equity, and OFCCP compliance.

Erin's practice covers all aspects of employment law. She defends employers in class actions and other complex cases, as well as in systemic investigations and audits by the EEOC, OFCCP, and the California CRD. Erin has led dozens of internal pay equity analyses and is a trusted advisor for several of the nation's most prominent employers on developing areas of employment law, including pay equity and pay transparency, DEI best practices, and the use of AI in employment decision making.

Erin also is an accomplished first chair trial lawyer. She has tried several cases before juries and in arbitration, and has obtained numerous defense summary judgment rulings and other favorable resolutions in state and federal court. Erin led the trial team that obtained a complete dismissal for Oracle in OFCCP v. Oracle, the largest pay equity case ever brought by OFCCP, which garnered national media attention and earned Erin recognition as a "Litigator of the Week" by the American Lawyer and a 2021 Employment MVP by Law360. As lead counsel, Erin also successfully obtained decertification in a statewide California pay equity class action, Jewett v. Oracle.

Erin's clients include leading technology and Fortune 500 companies, including: Oracle, Meta, Microsoft, Netflix, Pinterest, Twitter, Workday, PayPal, Sony Interactive Entertainment, NVIDIA, Airbnb, SiriusXM, Dropbox, Amgen, Zendesk, Splunk and Goldman Sachs. 

Erin is currently a member of the Board of Directors of the Bar Association of San Francisco, a faculty member with the Institute for Workplace Equality (IWE), and frequently speaks on California and national employment law issues, including for IWE, the ABA, the Practicing Law Institute (PLI) and the American Employment Legal Council (AELC). She was formerly the management chair of the ABA Equal Employment Opportunity Committee. She has published numerous articles on employment law in publications around the country, including the ABA Journal of Law & Employment Law. She also provides employment law training and conducts internal investigations on employment-related matters.

J. T. Ho Partner

San Francisco

Justin “J.T.” Ho advises companies in the areas of corporate governance, securities law compliance, executive compensation and ESG. He has significant experience advising public companies on the proxy advisor, institutional investor, and disclosure issues that arise in connection with corporate governance, securities reporting, executive compensation and ESG matters, and on developing governance frameworks focused on long-term value creation and effective risk oversight.

As Co-Head of Orrick's Public Companies & ESG practice, J.T. counsels companies on Board and committee oversight, assessment and composition issues, developing effective shareholder engagement programs and governance-related disclosures, and helps companies to understand and consider the views of proxy advisors and institutional shareholders and other long-term stakeholders in their decision making. Recently, he has helped many companies successfully address ESG related shareholder proposals and activism campaigns and refine their enterprise risk management programs. 

On the securities front, he focuses on advising clients in connection with securities offerings, proxy statements, periodic SEC reports, stock exchange listing obligations, stock repurchases and the sale and reporting of securities by insiders. He regularly counsels companies on difficult disclosures issues and provides training on disclosure best practices.

J.T. also advises on compensation committee matters and related disclosures as well as the design of cash and equity incentive plans, and has helped over a dozen companies remediate failed or low "say on pay" votes.

J.T. plays a leading role in Orrick’s ESG practice, helping companies identify and understand the risks and opportunities associated with ESG and incorporating ESG into a company’s overall business strategy and incentive plans. More recently, he has helped companies navigate the growing anti-ESG movement.

J.T. serves on the advisory board of The Corporate Counsel and regularly presents on and contributes articles related to corporate governance, securities, executive compensation and ESG. He has presented at notable conferences sponsored by The Corporate Counsel, the Securities Regulation Institute, The Rock Center for Corporate Governance, the Practical Law Institute, Compensation Standards, Practical ESG and NASPP. He is recognized as a Next Generation Partner by Legal 500, as one of the Ones to Watch® Best Lawyers in America, and was named a Rising Star by Super Lawyers in 2018, 2019, 2020, 2021 and 2022. 

Marsha Mogilevich Partner

New York Office

Marsha Mogilevich is a Partner in the New York office and a member of Orrick’s Capital Markets group. She is a strategic advisor to sponsors, companies and underwriters in a wide range of public and private capital markets transactions, mergers and acquisitions, and securities disclosure and corporate governance matters.

Marsha’s broad transactional practice includes advising clients on complex securities and financing transactions, including initial public offerings, follow-on offerings and other equity offerings, high yield and investment-grade notes offerings, tender offers and exchange offers, mergers and acquisitions and de-SPAC transactions, as well as corporate governance and SEC compliance and disclosure matters.

Prior to joining Orrick, Marsha was at Kirkland & Ellis LLP and Cahill & Gordon LLP.

Marsha has been recognized in Super Lawyers Rising Stars (2016–2020).

Mark Mushkin Partner

New York Office

Mark Mushkin is a partner in Orrick’s Capital Markets Practice. He advises public and late-stage private companies on a range of capital markets and M&A transactions.

Mark counsels clients on access to the U.S. public markets, including advising on registered and 144A/Reg S debt and equity offerings, IPOs, private placement transactions and general securities law matters. He also provides counsel to underwriters and issuers on various offerings.

He also represents clients on public and private acquisitions, mergers and divestitures, private equity transactions, strategic investments, joint venture disputes, long-term commercial arrangements and general corporate matters, as well as advising financial institutions in negotiating credit facilities with investment grade and non-investment grade borrowers.