Jason D. Flaherty Partner

San Francisco

Jason advises both public and private companies on compensation and benefits issues that arise in mergers and acquisitions, including pre-signing negotiations, executive and equity compensation and post-closing employee integration issues. Jason assists companies with compensation and benefit issues that arise with respect to their initial public offerings.

Jason's practice also focuses on counseling clients on all aspects of employee benefits related to the design, implementation, operation and any related fiduciary obligations with respect to tax-qualified retirement plans, including defined benefit and defined contribution plans, nonqualified deferred compensation arrangements with a particular focus on Code Section 409A compliance and employee welfare benefit plans, including compliance with HIPAA, COBRA and other health laws.

Prior to attending law school, Jason served as a Sergeant in the United States Army.

Katharine Crost Senior Counsel

New York

Kathy's practice involves advising issuers, underwriters, servicers and institutional purchasers on complex financial transactions. She has extensive experience with the securitization of a variety of assets, including mortgages, tax liens, tobacco litigation settlement funds, utility stranded costs and student loans.

Kathy's mortgage-backed experience has involved all types of mortgages including fixed and adjustable rate first lien mortgage loans, closed end seconds, revolving home equity lines of credit, seasoned mortgage loans, reverse mortgage loans and manufactured housing contracts. She has represented many types of financial institutions, including private companies, governmental agencies and municipalities.

She has been involved in the development of a number of novel securitization structures and programs designed to achieve the client's goals. In addition to securitizations, she has been involved in establishing joint ventures, financing of assets, acquisitions of assets and litigation support and advice.

Recently, Kathy has been involved in advising clients on a number of innovative transactions that address issues arising from the financial crisis and housing and financial regulatory reform. Representative transactions include representing the sponsor and issuer of the first public offerings of private label residential mortgage-backed securities since the advent of the financial crisis, advising a federal agency on the securitization of seasoned assets, and advising the largest issuer of tax lien securitizations. She has also been involved in various initiatives to address regulatory reform proposals.

Kathy is former Chair of the Structured Finance Group. She has also served on the Firm's Executive Committee and as Chair of the Firm's Women's Initiative.

Keith A. Tidwell Of Counsel

San Francisco

His practice focuses on the representation of both public and private companies in connection with employee benefits and compensation-related aspects of corporate transactions, including mergers and acquisitions, spin-offs, and initial public offerings.

Keith also advises on the design, administration and implementation of executive compensation and equity compensation arrangements, including severance arrangements and executive employment agreements.

Prior to joining Orrick, Keith was an attorney-advisor to the Honorable Joseph R. Goeke on the United States Tax Court in Washington, D.C.

Brett Cooper Partner

San Francisco

In the corporate finance and securities areas, his experience includes a range of public and private equity and debt financings, representing U.S., Canadian, European and Asian issuers and underwriters. His transactions have included over one hundred SEC registered and Rule 144A public offerings of securities, ranging from investment grade and high yield debt offerings, convertible note offerings, initial public offerings, follow-on equity offerings and preferred securities offerings, venture capital financings and issuer tender offers.

In the mergers and acquisitions area, Brett has represented clients in all aspects of mergers and acquisitions transactions involving public and private companies, including friendly mergers, leveraged recapitalizations, tender offers, spin-offs, restructurings and purchases and sales of divisions and subsidiaries.

Ramon Galvan Of Counsel

Los Angeles

Ramon has a wide range of experience in financings involving Native American tribes and tribal entities, including financings for new casino construction projects and casino expansions, and serving as lead counsel for some of the largest tribal financings on the West Coast.

Thomas Coleman Senior Counsel

San Francisco

Before his retirement as a partner, he was also the Partner-in-Charge of Lawyer Development for a number of years. While still practicing, he served at times as the firm’s General Counsel, Executive Director, Peer Review Committee Chair and member of the Partner Compensation Committee. He still acts as an advisor to the firm on matters affecting lawyer development.

Tom concentrated his practice in banking and commercial transactions. He represented banks and other financial institutions in a variety of transactions, including syndicated and single-lender credit agreements (both secured and unsecured), project financings, public finance transactions, and “synthetic” and other lease arrangements. As a lecturer and panelist, Tom frequently spoke at seminars on a range of topics related to his practice.

He served for several years as co-counsel of the International Bankers Association in California. He has been a member of the State Bar of California’s Business Law Section’s Financial Institutions Committee and Uniform Commercial Code Committee. In addition, he has been a member of the San Francisco Symphony’s Business Gifts Committee.

Before joining Orrick, Tom was Vice President and Counsel at California First Bank (now Union Bank of California) in San Francisco. He was a visiting attorney at Clifford-Turner (now Clifford Chance), Solicitors, in London.

Richard A. Martin Senior Counsel

New York

In his previous role at Orrick, Dick was a partner in the New York office, and a member of the Securities Litigation, Investigations and Enforcement Group. His practice focused on accountants’ liability, securities and commercial litigation, as well as arbitration and international and domestic white-collar criminal law. Dick is now Senior Counsel at Orrick, and while he continues to contribute to the work of those groups, his primary focus is on assisting our pro bono client, the Center for Reproductive Rights.

Dick has been involved in litigation in the state and federal courts of the United States, Europe, Asia and the Americas for more than 40 years. From June 1987 to August 1990, Dick served as Special Representative of the Attorney General, located at the United States Embassy in Rome, Italy. There he represented the Department of Justice in Europe and handled extradition and mutual assistance matters throughout Europe and North Africa, among other duties. In August, 1990, Dick’s contributions to the Administration of Justice in Italy were recognized when he was named “Commendatore al Merito della Republica Italiana”, the Italian Legion of Honor.

Prior to transferring to Rome, Dick served as an Assistant United States Attorney for the Southern District of New York, from January 1980 to June 1987. Dick received numerous commendations for his work in the United States Attorney’s Office, including the Distinguished Service Award from the Department of Justice for his leadership role in the case known as the “Pizza Connection”. Dick has been fluent in Italian since he was awarded an AFS scholarship for the school-year program in Naples, Italy, where he attended Liceo Classico.

Gaelyn Sharp Of Counsel

Los Angeles; New York

Gaelyn has represented a wide range of financial institutions including fund sponsors, issuers, underwriters, placement agents, investment advisers and investors in connection with a wide range of financing transactions including collateralized loan, bond and debt obligations; synthetic collateralized debt obligations; trade receivables; various derivative instruments and structured finance products; and private equity funds and hedge funds.

Genet Berhane Innovation Attorney Energy and Infrastructure

New York

Genet supports firm efforts to optimize client service delivery and increase efficiencies across practice groups, connecting Orrick attorneys with tools and resources to support their work.

Genet’s practice previously focused on a variety of energy transactions as a managing associate in the firm's Energy & Infrastructure group. She has also worked as Senior Counsel at Clearway Energy and as a Legal Manager at Acumen, a non-profit global venture fund.

Hayley Hurst Trademark Specialist

London

Hayley manages clients' trade mark portfolios and has significant experience in trade mark searching, providing pre-filing guidance, and navigating trade marks successfully through to registration.

She also regularly advises clients in trade mark dispute and infringement matters.

Before moving into private practice, Hayley spent over a decade working in the in-house trade mark teams of a multinational pharmaceutical company and a multinational consumer goods company.

Lynne T. Hirata Of Counsel

San Francisco

She also has extensive experience in public finance transactions as company counsel and bond counsel.

Chek-Lhy Luu Senior Associate

Paris

She advises French and international groups on all French employment and labor law matters. In particular, on the following matters: company restructurings, merger and acquisition transactions, transfer of activity, collective and individual relationships, hiring and termination of top managers, litigation.

Prior to joining Orrick, Chek-Lhy was an associate for three years in the Employment, Pensions & Benefits department of Freshfields Bruckhaus Deringer, and for four years in the employment team of Linklaters.