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    Carolyn Duncan Photograph

    Carolyn L. Duncan

    Senior Partner

    Birmingham
    205-716-5255
    carolyn.duncan@phelps.com
    Areas Of Focus
    BusinessMergers and AcquisitionsCorporate and Securities

    Public and private companies rely on Carolyn Duncan’s combination of experience and foresight to successfully help them raise capital, complete strategic transactions and comply with complex securities laws. When dealing with a merger or acquisition, Carolyn’s clients appreciate her focus on getting the deal done versus winning a deal point. She finds the transactions that succeed are the ones that are reasonable for both sides. This common-sense approach enables her to complete transactions more efficiently and with less disruption to business.

    She brings a unique skill set to matters having worked early in her career as a regulator for the SEC and the Alabama Securities Commission. Carolyn’s experience includes:

      • Public and private securities offerings
      • Ongoing disclosure counsel
      • Proxy solicitations
      • Tender offers
      • Business combinations
      • Restricted securities and transactions by corporate insiders

    Carolyn also represents securities broker-dealer firms, banks, mutual funds, fund managers and investment advisors. Her experience includes providing counsel on state and federal securities laws, regulatory agencies, self-regulatory organizations and stock exchanges. Since 1991, Carolyn has served as the Alabama State Liaison to the American Bar Association State Regulation of Securities Committee. She has been involved, either as the primary drafter or as a member of the Alabama Law Institute’s Securities Committees, in every significant revision to the Alabama Securities Act since 1978. She is also a frequent speaker and lecturer on securities law.

    Carolyn enjoys her pro bono work for charitable organizations, providing corporate structure and governance counsel for non-profits that otherwise might go without such professional guidance.

    Carolyn also represents securities broker-dealer firms, banks, mutual funds, fund managers and investment advisors. Her experience includes providing counsel on state and federal securities laws, regulatory agencies, self-regulatory organizations and stock exchanges. Since 1991, Carolyn has served as the Alabama State Liaison to the American Bar Association State Regulation of Securities Committee. She has been involved, either as the primary drafter or as a member of the Alabama Law Institute’s Securities Committees, in every significant revision to the Alabama Securities Act since 1978. She is also a frequent speaker and lecturer on securities law.

    Carolyn enjoys her pro bono work for charitable organizations, providing corporate structure and governance counsel for non-profits that otherwise might go without such professional guidance.

    Experience

    • Represented a series of private equity funds in securities regulatory compliance, including investment advisor registration.
    • Successfully represented a regulated entity in an agency administrative proceeding that could have been catastrophic for the business and individuals involved.
    • Guided board of directors of a financial institution in corporate governance and securities during pendency of a highly sensitive matter.
    • Handled the securities and corporate governance matters involved in a sale by a private equity fund of a majority of the fund’s securities assets.

    Insights

    • August 15, 2024

      185 Phelps Lawyers Chosen for Best Lawyers in America, 20 Named "Lawyer of the Year," 26 Added to “Ones to Watch” List…

    • August 17, 2023

      Best Lawyers in America Selects 208 Phelps Lawyers, Names 12 "Lawyer of the Year," Adds 47 to "Ones to Watch" List…

    More +
    • March 21, 2023

      Who Qualifies Under the New Exemption for M&A Brokers?…

    • August 18, 2022

      Best Lawyers in America Selects 158 Phelps Lawyers, Names 10 "Lawyer of the Year," Adds 40 to "Ones to Watch" List…

    Recognition

    • Elected member of the Alabama Law Institute (1992 – present)
    • Banking and Finance Law (2007-2025), Corporate Compliance Law (2016-2025), Corporate Law (2024-2025), Financial Services Regulation Law (2011-2025), Securities/Capital Markets Law (2007-2025), Securities Regulation (2011-2025), "Lawyer of the Year" Securities Regulation (2023), The Best Lawyers in America
    • Elected member of the Alabama Law Institute (1992 – present)
    • Banking and Finance Law (2007-2025), Corporate Compliance Law (2016-2025), Corporate Law (2024-2025), Financial Services Regulation Law (2011-2025), Securities/Capital Markets Law (2007-2025), Securities Regulation (2011-2025), "Lawyer of the Year" Securities Regulation (2023), The Best Lawyers in America

    Education

    • Samford University, Cumberland School of Law, J.D., 1978
    • University of Montevallo, M.M.E., 1975
    • University of Montevallo, B.M., 1971
    • Samford University, Cumberland School of Law, J.D., 1978
    • University of Montevallo, M.M.E., 1975
    • University of Montevallo, B.M., 1971

    Credentials

    • Alabama
    • U.S. Court of Appeals for the Fifth Circuit
    • U.S. Court of Appeals for the Eleventh Circuit
    • Alabama
    • U.S. Court of Appeals for the Fifth Circuit
    • U.S. Court of Appeals for the Eleventh Circuit
    • Overview
    • Experience
    • Insights
    • Recognition
    • Education
    • Credentials

    Related Services

    • Business
    • Mergers and Acquisitions
    • Corporate and Securities
    • Banking and Financial Services
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