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.
More »

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

News

News

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
Play Video

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

Previous Next
Blockchain Monitor
DOJ Seizes Over $3 Billion in Historic Crypto Dark Web Fraud Case
By Teresa Goody Guillén, Carlos F. Ortiz, Shade I. Quailey, Michelle N. Tanney
November 21, 2022
On November 7, 2022, the U.S. Department of Justice (DOJ) announced that it had seized more than $3.36 billion worth of bitcoin as part of a continuing investigation into a 10-year fraud involving the Silk Road dark web marketplace. This...
Read More ->
Blockchain Monitor
US District Court Finds LBRY Tokens Are Securities
By Kevin R. Edgar, Adam D. Gale, Teresa Goody Guillén, Robert A. Musiala Jr., Veronica Reynolds, Joanna F. Wasick
November 11, 2022
In 2016, crypto startup LBRY launched the LBRY network and the LBRY protocol, described by LBRY as a decentralized content sharing and publishing protocol that supports the creation of community-run digital marketplaces. The same year...
Read More ->
Blockchain Monitor
Crypto Products and DeFi Pilot Launch; Reports Address NFT Royalties, Ethereum PoS Efficiency; IRS, CFTC, Address Crypto; Exchange Hacked for $28M
By Teresa Goody Guillén, Amos Kim, Robert A. Musiala Jr., Joanna F. Wasick
November 4, 2022
In this issue: • New Crypto Products Launch; Singapore Completes DeFi Pilot with Major Banks• Report Provides New Data on NFT Royalties and Explores Related Issues• Ethereum Efficiency Data Published; Blockchain Infrastructure Projects...
Read More ->
Blockchain Monitor
Major U.S. Crypto Exchange Consents to $29 Million Penalty for Historic BSA and OFAC Violations Body
By Jonathan A. Forman, Teresa Goody Guillén, Keith R. Murphy, Robert A. Musiala Jr., Veronica Reynolds, Joanna F. Wasick
October 27, 2022
On October 11, 2022, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) and Office of Foreign Assets Control (OFAC) announced a $29 million civil monetary penalty against Bittrex, a major U.S...
Read More ->
Blockchain Monitor
Crypto Products Launch; FSB, OECD Address Crypto Regulation and Tax; US Exchange Fined $24M; DOJ and SEC Actions Continue; Major Hacks Reported
By Teresa Goody Guillén, Keith R. Murphy, Robert A. Musiala Jr., Joanna F. Wasick
October 14, 2022
In this issue:• New Crypto Products Launch in Custody, Cloud Collaborations and Stablecoins• FSB Proposes International Crypto Regulation Framework, Solicits Comments• OECD Publishes Crypto Tax Framework; Acting Comptroller Addresses...
Read More ->