Gillian McPhee

Gillian McPhee is of counsel in Gibson, Dunn & Crutcher’s Washington, D.C. office. She is a member of the firm’s Securities Regulation and Corporate Governance Practice Group, as well as the firm’s Corporate Transactions Practice Group.  Ms. McPhee focuses her practice on governance matters and securities regulatory issues.  Ms. McPhee has advised corporate clients with respect to a wide array of matters, including the Sarbanes-Oxley Act of 2002, board practices and operations, director independence, duties and liabilities of directors and officers, indemnification and D&O insurance, and securities law disclosure issues.  Ms. McPhee also has considerable experience advising nonprofit organizations on governance matters. 

Ms. McPhee has authored or co-authored a variety of articles and other publications on corporate governance and securities law issues, including:

• “Audit Committee Disclosure,” in A Practical Guide to SEC Proxy and Compensation Rules;
• “Liability of Officers and Directors; Statutory Limitations, Indemnification and D&O Insurance,” in Corporate Governance: Law and Practice;
• Management’s Discussion and Analysis, BNA Accounting Policy & Practice Portfolio Series;
• “‘Clawbacks’ of Executive Compensation,” Insights, August 2008;
• “Director Compensation in Turbulent Times,” The Corporate Governance Advisor, July/August 2008;
• “Watch Your Watcher: Audit Committees Are Facing Stricter Mandates to Oversee Outside Auditor,” Legal Times, November 2004; and
• The Business Roundtable’s 2002 “Principles of Corporate Governance,” The Corporate Governance Advisor, September/October 2002.

Ms. McPhee received her J.D., with Honors, from the University of  Texas School of Law in 1997. She received her Bachelor of Arts magna cum laude from Yale University in 1993.

Ms. McPhee is admitted to practice in the State of Maryland and the District of Columbia.