Teresa Goody Guillén

Partner

Washington, D.C.
T +1.202.861.1630
F +1.202.861.1783
San Francisco
T +1.415.659.2642
F +1.415.659.2601

Overview

Teresa Goody Guillén has a broad securities, litigation/investigations and corporate practice that includes representing businesses and individuals in securities enforcement and other government investigations and conducting investigations for corporate board committees and companies. She is a former litigation counsel for the U.S. Securities and Exchange Commission in its Office of the General Counsel, nationally regarded for the depth of her knowledge of the federal securities laws. Teresa also counsels on general corporate, securities and compliance issues, as well as capital raises under Regulations S, D, A+ and CF. Teresa’s experience includes emerging issues associated with blockchain, cryptocurrencies and digital assets, non-fungible tokens (NFTs), decentralized autonomous organizations (DAOs), web 3.0, DeFi platforms and alternative trading systems (ATSs).

Teresa has extensive experience in representing private and public companies, financial institutions, investment managers, boards of directors, corporate officers and others in complex financial, disclosure and corporate governance matters. As a certified fraud examiner and holding an MBA, she brings her financial expertise and business acumen to her investigations and defense strategies, as well as to her corporate practice. Clients often call on her combined business and legal background, along with her astute judgment and solutions-oriented, pragmatic approach. As a recognized leader in securities enforcement, regulatory compliance, corporate governance and crisis management, Teresa has appeared on CNBC, Fox Business Channel and Bloomberg. She is called upon to serve as an expert in court cases on corporate governance and fiduciary duties, and lectures at Georgetown McDonough School of Business on corporate governance, mitigating corporate risk and entrepreneurship. Teresa is a Cryptocurrency Tracing Certified Examiner (CTCE).

Select Experience

Investigations and Securities Enforcement and Litigation
  • Represents individuals and companies in SEC and DOJ investigations and actions, and has succeeded in the government closing numerous investigations without charges.
  • Achieved termination of SEC investigation against CEO and CFO of a public company regarding allegations of disclosure violations, to include complex accounting issues.
  • Achieved declination of criminal prosecution of medical doctor against allegations of healthcare fraud.
Corporate Governance and Regulatory Compliance
  • Advises general counsels, chief compliance officers, senior management and boards of directors on risk assessment and mitigation, crisis management, disclosure requirements, proxy materials, governance and compliance matters, strategic product and market development, and on adapting to evolving financial regulation and international laws.
  • Counseled senior executives engaged in corporate restructuring and acquisition activities regarding securities compliance and governance integration.
Corporate Transactions and Securities Offerings
  • Counsels entrepreneurs on corporate formation and serves as an outside general counsel to include joint ventures, acquisitions and contractual disputes.
  • Advises companies and represents issuers raising capital under Regulation D, Regulation S, Regulation A+ and Regulation CF (crowdfunding).
Blockchain Technology and Digital Assets
  • Advises companies related to blockchain, cryptocurrencies and digital assets, NFTs, DAOs, web 3.0, DeFi platforms, registered brokers of digital assets, ATSs using blockchain technology and companies and associations involved in blockchain technology on compliance with evolving SEC/FTC/FinCEN/CFTC/IRS issues.
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Experience

Investigations and Securities Enforcement and Litigation
  • Represents individuals and companies in SEC and DOJ investigations and actions, and has succeeded in the government closing numerous investigations without charges.
  • Achieved termination of SEC investigation against CEO and CFO of a public company regarding allegations of disclosure violations, to include complex accounting issues.
  • Achieved declination of criminal prosecution of medical doctor against allegations of healthcare fraud.
  • Conducts independent and internal investigations for senior executives and boards of directors, which includes assessing and making recommendations relating to risk management, legal and regulatory compliance, and corporate governance.
  • Conducted numerous independent reviews of a hedge fund with AUM >$4 billion regarding compensation practices and compliance with broker-dealer registration requirements, violations of federal and state securities and criminal law by portfolio manager, appropriateness of conduct by the Chief Operating Officer and the General Counsel, and valuation issues.
  • As part of an independent consultant team reporting to the SEC and FINRA, played a primary role in conducting an independent investigation of an investment bank with AUM >$25 billion with regard to both its asset management and broker-dealer departments, related to compliance and disclosure issues, existing governance and compliance-related policies, procedures, methodologies and structures.
  • Conducted review of a large medical association regarding allegations of violations of the Foreign Corrupt Practices Act in Saudi Arabia.
  • Serves as an expert witness regarding fiduciary duties and securities laws matters.
  • Advised former SEC Chairman Harvey Pitt in his role as an expert witness on testimony in lawsuits regarding corporate governance in a derivative and shareholder class actions, and securities law compliance of specific disclosures by an investment adviser; and advised an expert witness for the SEC on compliance of valuation methodologies and practices with the securities laws.
  • Served as personal counsel to former SEC Chairman Harvey Pitt before the U.S. Court of Appeals for the Second Circuit as amicus curiae in U.S. Securities and Exchange Commission v. Citigroup Global Markets, Inc., and in numerous proceedings in which Chairman Pitt was an expert witness.
  • Serves as lead counsel to the Receiver in Securities and Exchange Commission v. Stefan Qin et al., Case No. 20-cv-10849 in the U.S. District Court for the Southern District of New York, which involves both traditional and digital assets.
  • Serves as a Fair Fund administrator for the SEC in numerous matters, as one of the eight administrators selected to be in the SEC’s administrator pool.
Corporate Governance and Regulatory Compliance
  • Advises general counsels, chief compliance officers, senior management and boards of directors on risk assessment and mitigation, crisis management, disclosure requirements, proxy materials, governance and compliance matters, strategic product and market development, and on adapting to evolving financial regulation and international laws.
  • Counseled senior executives engaged in corporate restructuring and acquisition activities regarding securities compliance and governance integration.
  • Designs governance and compliance reforms as part of settlements to derivative suits.
  • Advised a consumer finance company on payday lending operations in the context of heightened regulatory scrutiny, including by the Office of Comptroller of the Currency.
  • Provides legal advice regarding the sufficiency of public disclosures under relevant securities laws and regulatory guidance, specifically the Securities Act of 1933 and the Securities Exchange Act of 1934; and counsels and provides training to investment advisor executives and employees on their duties and requirements, including on insider trading, Regulation FD and SOX. 
  • Engages with industry leaders and government to improve regulator policy; played a leading role in conducting a study on the SEC’s enforcement program and developed recommendations for the SEC and the defense bar to improve the efficiency and effectiveness of the SEC Division of Enforcement in enforcing federal securities laws; played a leading role in developing corporate and proxy advisory firm best practices.
  • Counsels public companies, broker-dealers and Alternative Trading Systems on regulatory compliance.
  • Counseled senior executives engaged in corporate restructuring and acquisition activities regarding securities compliance and governance integration.
  • Advised a consumer finance company on payday lending operations in the context of heightened regulatory scrutiny, including by the Office of Comptroller of the Currency.
  • Advises on and drafts comment letters to the SEC and Consumer Financial Protection Bureau.
Corporate Transactions and Securities Offerings
  • Counsels entrepreneurs on corporate formation and serves as an outside general counsel to include joint ventures, acquisitions and contractual disputes.
  • Advises companies and represents issuers raising capital under Regulation D, Regulation S, Regulation A+ and Regulation CF (crowdfunding).
  • Advises companies issuing digital asset securities.
Blockchain Technology and Digital Assets
  • Advises companies related to blockchain, cryptocurrencies and digital assets, NFTs, DAOs, web 3.0, DeFi platforms, registered brokers of digital assets, ATSs using blockchain technology and companies and associations involved in blockchain technology on compliance with evolving SEC/FTC/FinCEN/CFTC/IRS issues.
  • Defends clients in SEC investigations involving digital assets.
  • Drafts SEC comment letters for blockchain companies.
  • Advises on the issuance of security tokens and non-security tokens.
  • Counsels companies listing tokens on crypto exchanges.
  • Meets with SEC staff and Commissioners advocating for blockchain clients, meets with CFTC staff advocating for blockchain clients and helps clients navigate the regulatory waters when their asset is deemed a security by the SEC and deemed a commodity by the CFTC.
  • Conducts investigations involving blockchain analytics and tracing digital assets.
  • Advises blockchain industry clients regarding capital raising under Regulation A+, Regulation D and Regulation CF, including compliance with the Securities Act and the Exchange Act, Investment Company Act of 1940 and the Investment Advisers Act of 1940, as well as transfer agent, broker-dealer and clearing agency issues.
  • Collaborates with and counsels blockchain technology industry leaders and trade groups on policy, regulation and industry best practices related to digital assets.
  • As co-Vice Chair of the ABA’s Anti-Money Laundering (AML) Committee, spearheading the Committee’s efforts in creating and advocating best practices in AML of digital assets and cryptocurrencies.

Recognitions and Memberships

Recognitions

  • Cryptocurrency Tracing Certified Examiner (CTCE)
  • JD Supra Readers' Choice Award (2022)
    • Top Ten Author in Securities

Memberships

  • American Bar Association
    • Anti-Money Laundering Committee: Co-Vice Chair
    • Business Law Section
    • International Law Section
  • The Federalist Society
  • Association of Certified Fraud Examiners

Publications

Alerts

Articles

Blog Posts

Community

  • The John Carroll Society
  • U.S. Youth Soccer (2017 to 2021)
    • Board of Directors
    • Board Audit Committee
  • Vienna Business Association (2018 to 2019)
    • Board of Directors
    • Public Policy Committee: Chair
  • Providence Hospital
    • Board Finance Committee (2015 to 2017)
    • Board Audit Committee (2011 to 2015)

Pro Bono

  • Provides pro bono legal services to victims of domestic violence to obtain restraining orders.
  • Counsels military veterans with estate affairs and obtaining disability benefits.
  • Advises SEC employees in investigations conducted by the SEC Office of the Inspector General.

Featured Video

Tracking the SEC's New Agenda – Hot Topics in Securities Regulation, Accounting and Enforcement
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Learn about the SEC’s new agenda for securities regulation.

Prior Positions

  • Georgetown University McDonough School of Business: Lecturer
  • Boutique Corporate and Securities Law Firm: Founder and Chief Executive Officer
  • Kalorama Partners LLC
    • Senior Advisor
    • Chief Operating Officer & Managing Director
    • Principal
  • U.S. Securities & Exchange Commission, Office of General Counsel: Attorney
  • Am Law 50 Law Firm: Trial Associate
  • The Honorable Ricardo M. Urbina (Retired), U.S. District Court, District of Columbia: Judicial Law Clerk

Admissions

  • U.S. Supreme Court
  • U.S. Court of Appeals, First Circuit
  • U.S. Court of Appeals, Second Circuit
  • U.S. District Court, Eastern District of Virginia
  • U.S. District Court, District of Columbia
  • U.S. District Court, Eastern District of Wisconsin
  • District of Columbia
  • Virginia

Education

  • M.B.A., Georgetown University McDonough School of Business, 2015
  • J.D., Georgetown University Law Center, 2002
  • B.S., Business Administration, George Mason University, 1998

Blog

In The Blogs

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Blockchain Monitor
DOJ Calls on International Partners to Improve Investigative Efficiency in Response to President Biden's Executive Order on Risks Involving Digital Assets
By Teresa Goody Guillén, Christina O. Gotsis, Robert A. Musiala Jr., Carlos F. Ortiz, Veronica Reynolds
June 30, 2022
In June 2022, the Department of Justice (DOJ) issued a report (Report) recommending increased cooperation among international law enforcement agencies to combat threats and crime related to the use and proliferation of digital assets and...
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Blockchain Monitor
Proposed Federal Crypto Legislation Supported by Digital Asset Ecosystem; Consumer Advocacy Groups Balk
By Kevin R. Edgar, Teresa Goody Guillén, Nicholas C. Mowbray, Veronica Reynolds, Michelle N. Tanney
June 15, 2022
On June 7, Senators Cynthia Lummis (R-WY) and Kirsten Gillibrand (D-NY) introduced S. 4356, the Responsible Financial Innovation Act (Lummis-Gillibrand Bill). If enacted, the legislation would create a regulatory framework for federal...
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Blockchain Monitor
Crypto Payment Initiatives Launch; Report Cites Evolving Crypto Views; G7, ECB, BIS Address Crypto Risks; DOJ, CFTC Target NFT Insider Trading, Crypto Fraud
By Lauren Bass, Teresa Goody Guillén, Keith R. Murphy, Robert A. Musiala Jr., Veronica Reynolds
June 3, 2022
In this issue: • New Cryptocurrency Payments Systems, Tokens and Trade Associations Launch• Cryptocurrency Industry Report Notes Change in Consumer and Insider Views• Digital Asset and Blockchain Risks and Opportunities Addressed by G7...
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Data Counsel
2022 DSIR Deeper Dive: Increased Regulatory Scrutiny of Cybersecurity Incidents
By Teresa Goody Guillén, Andreas T. Kaltsounis
May 17, 2022
Our 2022 Data Security Incident Response Report discussed the increased regulatory scrutiny of cybersecurity incidents and defenses following a year of high-profile and damaging cyberattacks, including the Russia-based SolarWinds espionage...
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Blockchain Monitor
Banks and Retailers Embrace Crypto, Bitcoin Environmental Costs Debated, New NFT Initiatives Launch, Various Agencies Address Crypto, DeFi Hacks Continue
By Teresa Goody Guillén, Maria S. Luevano, Keith R. Murphy, Robert A. Musiala Jr., Joanna F. Wasick
May 6, 2022
In this issue: • Banks and Retailers Venture Further into Cryptocurrencies and Blockchain• Congress Spars with Industry on Environmental Impact of Bitcoin Mining• New NFT Offerings Revealed by Entertainment, Social and Crypto Companies•...
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