Gillian McPhee
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Of Counsel
T: (202) 955-8230
F: (202) 530-9572

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, director independence, audit committee practices, 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 securities law and corporate governance issues, including a chapter on “Liability of Officers and Directors; Statutory Limitations, Indemnification and D&O Insurance,” in Corporate Governance: Law and Practice, LexisNexis/Matthew Bender; Management’s Discussion and Analysis, a portfolio in the 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; “Delaware Case Raises Questions about the Scope of Advance Notice Bylaws,” Insights, March 2008; “Watch Your Watcher: Audit Committees Are Facing Stricter Mandates to Oversee Outside Auditor,” Legal Times, November 2004; The Business Roundtable’s 2002 Principles of Corporate Governance,” The Corporate Governance Advisor, September/October 2002; “Guidelines on the Use of Electronic Media,” in Securities in the Electronic Age: A Practical Guide to the Law and Regulation, Glasser LegalWorks; “SEC Adopts New Insider Trading Rules and Protection for Pre-arranged Trades,” The Journal of Investment Compliance, Winter 2000; and “New Insider Trading Rules Present Opportunities,” Insights, October 2000.

Ms. McPhee received her J.D., with Honors, from the University of Texas 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.