Teresa M. Goody

Partner

Washington, D.C.
T +1.202.861.1630
F +1.202.861.1783

Overview

Teresa Goody has a broad-based securities and corporate practice that includes SEC investigations, securities litigation, assistance interacting with regulators and the government, and general securities and corporate advice. Her practice reflects years of experience in corporate governance, regulatory compliance and disclosure, crises management, strategic international business, and anti-corruption and fraud examination. She has wide-ranging experience as a litigator, federal government regulator, business adviser, compliance facilitator, chief executive and operating officer, and board director. She often acts as outside general counsel to emerging and established companies, guiding them on legal and strategic business matters, and helping companies raise capital, often with exempt offerings under Regulations D, A+ and CF. Teresa’s experience includes issues associated with blockchain technology and cryptocurrency. Clients often call on her combined business and legal background, along with her astute judgment and solutions-oriented, pragmatic approach.

A recognized authority on corporate governance and regulatory compliance affairs, 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 has also published articles in leading professional and academic journals and texts on corporate governance, and regulatory and compliance issues.

Select Experience

Investigations and Securities Enforcement and Litigation
  • 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 >$4bn 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.
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.
  • Advises companies raising capital through Regulation D offerings, Regulation A+ offerings and Regulation CF offerings.

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Experience

Investigations and Securities Enforcement and Litigation
  • 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 >$4bn 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 >$25bn 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.
  • Represents companies investigated by the SEC and third parties who have information requested by the SEC relevant to investigations.
  • Represented issuers of securities tokens in an enforcement action for the sale of unregistered securities.
  • Represented whistleblowers before the SEC and state securities regulators, as well as in state and federal court related proceedings.
  • Serves as an expert witness in corporate and securities laws matters.
  • Serves as an expert witness in federal court on fiduciary duties.
  • Advised 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.
  • 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.
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.
  • Advised a global development institution regarding legal and ethical implications of proposed governance actions.
  • Designed 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.
  • Provided legal advice regarding the sufficiency of public disclosures under relevant securities laws and regulatory guidance.
  • Represented companies regarding mergers, reverse mergers and acquisitions, particularly in obtaining temporary exemptions from Sarbanes-Oxley (SOX) internal controls.
  • Counseled and provided training to investment advisor executives and employees on their duties and requirements, including on insider trading, Regulation FD (focusing on implications of social media) and SOX. Counseled and assisted Chief Compliance Officer and General Counsel revise policies and procedures manuals post-IPO, and recommended changes for a newly public company.
  • 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, engaged with government regulators, and drafted comment letters regarding government overregulation, on behalf of a large trade association regarding regulatory compliance, including Dodd–Frank.
  • Advised client on comment letters to the SEC regarding proxy advisory firms and related issues.
  • Advised client on comment letters in response to Requests for Information from the Consumer Financial Protection Bureau regarding enforcement practices and procedures.
Corporate Transactions and Securities Offerings
  • Counsels entrepreneurs on corporate formation and serves as an outside general counsel.
  • Advises companies raising capital through Regulation D offerings, Regulation A+ offerings and Regulation CF offerings.
  • Prepared private placement memoranda for property and business investments.
  • Represented issuers through Regulation A+ offering process and qualification.
  • Represented issuers through Regulation CF (crowdfunding) offering on registered platforms.
  • Represented issuers in seed and follow-on round financings.
  • Counseled and represented companies in joint ventures, acquisitions and contractual disputes.
  • Advises clients with digital assets on compliance with evolving SEC/FTC/FINCEN/CFTC/IRS issues on cryptocurrencies and security token offerings, and works with blockchain technology industry leaders.

Recognitions and Memberships

Memberships

  • American Bar Association
  • Association of Certified Fraud Examiners
  • National Association of Corporate Directors
  • Northern Virginia Technology Council, Small Business and Entrepreneur Committee: Member

Community

  • U.S. Youth Soccer (2017 to present)
    • 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.

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