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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 ...

Troubled Transactions

This increase corresponds directly to the increase in the variety and complexity of the types of bonds issued, as well as the financing structures used and the sources of repayment and security for the bonds. Other contributing factors include the increasing complexity of tax and other laws pursuant to which bonds are issued, the requirements for disclosure of information, the duties of issuers, trustees, underwriters and other participants after, as well as before, issuance of the bonds, and the greatly increased enforcement attention to the municipal bond sector from the IRS and the SEC. As ...

Orrick Ranked a Top 10 Bankruptcy and Restructuring Firm by The Deal

November.12.2016

  The Deal’s latest Q3 2016 bankruptcy and out-of-court restructuring league tables again rank Orrick as a top bankruptcy and restructuring law firm. In the Out-of-Court Restructuring League Tables, Orrick earned a #6 ranking for creditor’s counsel in out-of-court restructurings. Additionally, the firm ranked #7 by billings in The Deal’s Bankruptcy League Tables for

Export Controls & Economic Sanctions

We have undertaken scores of internal investigations and compliance reviews for companies in industries as varied as semiconductors, aerospace and defense, energy, consumer electronics, and financial services. We represent clients in voluntary disclosures to the U.S. government and in administrative enforcement actions under economic sanctions and anti-money laundering rules, and we negotiate settlements with enforcement authorities. Apart from embargoes and sanctions applicable to U.S. companies and individuals, we have a particular depth and expertise in U.S. measures that provide for ...

Executive Compensation

This comprehensive service includes participant reports and tax notices, capitalization tables, Blue Sky compliance, Rule 701 or Reg. D compliance, equity grant guidelines, and Section 12(g) compliance. We routinely assist our public company clients with corporate governance, reasonable compensation, Sarbanes-Oxley compliance, proxy disclosure and M&A issues, 1933/1934 Act compliance, Section 16 compliance, insider trading and 10b5-1 plans, Section 162(m) deduction limits, stock option repricings, global stock plans, and accounting issues. With the recent enactment of Section 409A of the ...

Water and Wastewater

Since 1985, members of our Water and Wastewater Financing Group have participated in over 800 tax-exempt financings aggregating nearly $80 billion dollars. We participate in financings for a broad range of purposes such as:   Storage facilities Treatment and pre-treatment facilities Collection and distribution facilities Desalination facilities System expansion and maintenance Rate relief and debt service savings    We particularly enjoy working with clients on long term capital programs and cutting edge financing structures and the development of new credits. ...

Welfare Plans

We have witnessed the enactment of the preexisting condition, nondiscrimination, and the privacy rules under HIPAA, to name just a few. Additionally, employers and their plans have become subject to the Newborns' and Mothers' Health Protection Act, the Mental Health Parity Act, and the Women's Health and Cancer Rights Act. Other laws that have applied to employer welfare plans for some time, such as the continuation coverage rules of COBRA and the rules applying to cafeteria and flex plans, have undergone dramatic changes in just the last year or two. As if this were not enough, employers ...

Transportation Finance

Orrick's Transportation Finance Group lawyers are based in California, Seattle and New York and are fully experienced in financing all types of transportation facilities owned by state and local government entities. Multi-purpose financings involving transportation issues have been successfully completed for a wide variety of issuers, such as:

  • California Transportation Commission
  • Massachusetts Port Authority
  • Metropolitan Transportation Authority (MTA)
  • Port Authority of New York and New Jersey
  • Port of Oakland
  • Port of San Diego

Short-Term Financing

Since 1985, we have served as bond or other counsel on more than 3,000 issues totaling in excess of $200 billion. These issues have ranged from $600,000 for the City of Corning (CA) sewer revenue bond anticipation notes to $10.0 billion for the State of California 2010 revenue anticipation notes. Orrick generally ranks number one in the country in the volume of short-term financings it handles as bond counsel. In addition to representing states, cities, counties, school districts, community college districts, transit and other special districts, we have also served as bond counsel on and ...

Swaps and Other Hedges

Derivative products have been developed in response to specific needs of issuers and bond purchasers.  Governing law or the issuer's objectives may not permit bonds to be issued in a form that would command the best price in the market.  Underwriters or other market participants, either in connection with the initial issuance of the bonds or in totally unrelated secondary market transactions, using custodial receipts, grantor trusts, swaps, puts or other devices, make a different instrument or instruments ("synthetic securities") out of the original bonds that they can market at an aggregate ...

European Capital Markets

Our team has extensive experience advising companies on initial listing, corporate governance issues, follow-on offerings, M&A transactions, structured products and corporate reorganisations, leveraging our teams in London, Paris, Italy, Germany and Moscow. We also have a team of U.S.-qualified securities lawyers in London able to provide seamless, integrated advice on the application of U.S. securities matters to the European capital markets. Our practice also benefits from close integration with our market-leading European Finance team, which advises on finance matters and complex ...

Financial Services Appeals

Through our frequent representation of banks, other financial institutions, officers, directors, outside professionals, accounting firms, and corporations in high-stakes and high-profile appeals, we live and breathe the issues that concern financial services clients. And in recognition of our expertise in these areas, we are regularly called upon to assist with complex, critical trial-court litigation affecting the financial services sector. As our clients are well aware, financial services appeals often involve high stakes, complicated facts, and elaborate legal and regulatory frameworks. ...