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Carol M. McGee

Partner


Carol McGee is co-leader of Alston & Bird’s Securities Group. She advises public and private companies and issuers of structured finance products with respect to SEC registration, reporting and corporate governance matters. Carol is a nationally known expert in the SEC’s transactional and periodic disclosure requirements.

Until 2008, Carol was deputy chief counsel of the Division of Corporation Finance of the SEC. During her nearly 10 years at the SEC, she held numerous other positions in the Division, including the special counsel of the Office of Healthcare and Insurance. While with the SEC, Carol oversaw the administration and interpretation of the rules and regulations under the Securities Act, the Exchange Act and the Trust Indenture Act, including resolving legal issues in securities offerings and periodic reports, along with providing interpretive guidance on all aspects of these Acts. As deputy chief counsel at the SEC during the adoption of landmark regulations, she oversaw the staff’s interpretive advice regarding Offering Reform and the Sarbanes-Oxley Act, managed the interpretation of transactional and periodic disclosure requirements, Regulation AB and Section 16 reporting and served as the Division expert on novel securities and transactions, such as credit-linked securities and PIPE and on-line auction offerings.

Representative Experience

  • Counsel to a worldwide leader in automotive safety in connection with equity and hybrid securities transactions and public reporting.
  • Counsel to the financial arm of a worldwide automotive manufacturer in connection with its European and U.S. Medium Term Note programs and structured finance transactions.
  • Counsel to various public and private companies.
  • Counsel to various non-listed REITs.
  • Counsel to the leading provider of electronic roadshows.


Publications
August 16, 2011
“The SEC’s New ‘Short Form’ Criteria,” Securities Law360, August 16, 2011.
June 27, 2011
June 14, 2011
"Expecting SEC Rules on 3rd-Party Due Diligence Reports," Securities Law360, June 14, 2011.

Carol M. McGee

The Atlantic Building
950 F Street, NW
Washington, D.C. 20004-1404
Phone: 202-239-3990
Fax: 202-654-4948

Education

  • University of Virginia
    (J.D., 1996)
  • University of St. Andrews
    (M.Phil, 1993)
  • Wellesley College
    (B.A., 1989)

Admitted to Practice

  • District of Columbia
  • Virginia