Carolyn has over 17 years of experience representing clients in a wide variety of structured finance transactions and distressed debt restructurings and liquidations.  She is a partner in both the Firm’s Bankruptcy Practice Group and Lending and Structured Finance Practice Group.  In 2008, Carolyn was elected as a Fellow to the American College of Commercial Finance Lawyers, which selects its members (fellows) from commercial finance attorneys in the United States practicing at least 15 years who have contributed significantly to the education of others in commercial finance law through teaching, lecturing or published writings.

Carolyn’s practice focuses on structuring commercial transactions to reduce insolvency risk.  She has extensive experience in insolvency related matters. 

In bankruptcy matters, Carolyn represents both debtors and creditors in complex chapter 11 cases. Carolyn has been involved in the firm's representation of debtors and equity owners in the restructuring of: Las Floras, a master-planned community located in Orange County, California; Allied Holdings, a nationwide vehicle hauling company; and Charter Behavioral Health Systems, an owner of hospitals providing behavioral healthcare.  Currently, Carolyn is involved in the firm's representation of Taylor, Bean & Whitaker Mortgage Corp., a national residential mortgage loan originator and servicer, in its chapter 11 proceeding.

Carolyn has served as lead counsel to bank clients in chapter 11 reorganizations and pre-bankruptcy negotiations with defaulted borrowers, including representing clients in bankruptcy court, cash collateral arrangements and debtor-in-possession financing, litigating perfection issues, and handling 363 sales. Carolyn was lead counsel for Wachovia Bank in the chapter 11 reorganization of a technology company.

Carolyn’s experience in commercial finance and secured transactions covers a wide spectrum of transactions, including cash flow and asset based lending, commercial paper facilities, letters of credit and letter of credit facilities, acquisition financing and debtor-in-possession financing.  In addition to counseling bank and borrower clients on these types of credit facilities, she has represented numerous issuers in their securitization or monetization of accounts receivable, chattel paper, instruments and payment intangibles in transactions ranging up to $900 million in size. 

Carolyn has extensive experience in handling foreclosures of businesses (public sales, private sales and strict foreclosures), negotiating non-judicial liquidation arrangements, drafting forbearance agreements, and handling related matters for distressed debt divisions of bank clients. 

Carolyn renders bankruptcy law related legal opinions, primarily true sale and substantive consolidation opinions, in a wide variety of transactions.  She also reviews non-consolidation opinions for lender clients in securitization transactions for compliance with Standard & Poor’s Legal Criteria for U.S. Structured Finance Transactions.

Bank/lender clients have included Bank of America, Wachovia Bank, Wells Fargo Bank, BB&T, Synovus Bank, Bank of New York Mellon, Silicon Valley Bank, Bank of North Georgia, Comerica Bank, ABN AMRO Bank, Bank Austria, General Electric Capital Corporation and ING North America Investment Centre.

Borrower clients have included Georgia-Pacific Corporation, CompuCredit Corporation, Allied Holdings, The Southern Company and its subsidiaries (Georgia Power, Southern Company Energy Solutions, Southern Nuclear), Westgate Resorts, Cousins Properties, AGCO Corporation, Chick-fil-A, ScanSource, Matria Healthcare and high net worth individuals.

Publications
Georgia Jurisprudence - Business and Commercial Law, Uniform Commercial Code, (Lawyers Cooperative Publishing, 1995), co-author “Article 9: Secured Transactions,” co-author “Article 4: Bank Deposits and Collections”.

Presentations and Speaking Engagements
Speaker, Disclosure Issues in Loan Workouts, American Bar Association Business Law Meeting, Boston, Massachusetts, April 16, 2011, presented by the ABA's Banking Law Committee, Commercial Finance Committee, and Securitization Committee, in a CLE program titled ”Questions You Never Used to Ask: Emerging Ethical and Liability Concerns in Commercial Loan Workouts.”

Speaker, Re-Structured Financing: Voluntary and Involuntary Changes to Deal Structures, American Bar Association Business Law Meeting, Denver, Colorado, April 23, 2010, presented by the ABA's Commercial Finance Committee.

Speaker, Loan Workouts: Achieving Desired Tax Results, While Not Losing Sight of Business Considerations, presented by The American Bar Association's Committee on Taxation, July 31, 2009, Chicago, Illinois.

Moderator, Hands Across the Borders - A Comparison of the Insolvency Laws of the United States, Canada and Mexico, presented by The American Bar Association's Commercial Finance Committee, April 17, 2009, Vancouver, British Columbia.

Moderator, Structuring Transactions to Mitigate Insolvency Risks:  Use and Limitations of Escrow Agreements, Letters of Credit, Security Deposits and Other Mechanisms, presented by the American Bar Association’s Creditors’ Rights and Bankruptcy Litigation Subcommittees, March 15, 2007, Washington, D.C.

Moderator, Critical questions to ask when analyzing a transaction: Practice pointers derived from recent trends in true sale and substantive consolidation (presentation focused on the legal criteria for selling assets to a special purpose vehicle affiliate so that the assets are removed from the bankruptcy risk of the seller), presented by the American Bar Association’s Creditors’ Rights and Bankruptcy Litigation Subcommittees, August 7, 2004, Atlanta, Georgia.

Speaker, Special Problems and Issues in Dot-Com Bankruptcies (presentation focused on the following topics:  valuation of intellectual property; foreclosure issues and impact of Revised Article 9 on liquidation of assets of technology companies; and copyright, patent and trademark laws respecting ownership and perfection); presented at the Georgia Institute of Continuing Legal Education’s program on “Workouts, Turnarounds and Restructurings,” February 15, 2001, Atlanta, Georgia.

Speaker, Issues Arising in a Problem Loan Situation (presentation focused on the following topics: file audit, perfection analysis, documentation of loan workout, assessing bankruptcy risks and consequences, and minimizing lender liability exposure); presented at Lorman Education Services’ seminar on “Commercial Lending Requirements and Loan Documentation in Georgia,” August 24, 2000, Atlanta, Georgia.