Jacqueline R. Kaufman

Jacqueline R. Kaufman is a counsel in the firm’s Business Law department, and a member of the Technology group as well as the Capital Markets, Public Company Advisory and Shareholder Activism & Takeover Defense practices.

She counsels public companies and their boards of directors on securities regulation, capital market transactions, shareholder activism defense and corporate governance matters. She joined the firm after nine years as an attorney at the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance. Jacqueline has a breadth of specialized experience relating to the reviews of corporate transactions and disclosures under the Securities Act of 1933 and the Securities Exchange Act of 1934.

Jacqueline draws on her SEC and in-house corporate experience to counsel public companies on securities law and disclosure matters, including ongoing SEC reporting and compliance. She leverages the knowledge she gained from her tenure at the SEC to advise companies, investment funds, and financial sponsors on initial public offerings, secondary offerings, SPAC transactions, mergers and acquisitions, proxy contests, shareholder activism, tender offers, and going-private transactions. She also advises on matters in connection with corporate governance, environmental, social, and corporate governance (ESG), shareholder proposals, cybersecurity disclosures and Nasdaq and New York Stock Exchange rules.

Prior to joining Goodwin, Jacqueline served for nine years in various capacities in the SEC’s Division of Corporation Finance, including in the Office of Chief Counsel, the Office of Enforcement Liaison, the Office of Trade and Services and the Office of Consumer Products. She served on the Office of Chief Counsel’s Rule 14a-8 Shareholder Proposals Taskforce for five proxy seasons, including three seasons as a co-manager. She has extensive experience working on cybersecurity disclosures at the SEC. She also spent time in the SEC’s Office of International Affairs.

Jacqueline has extensive experience working on cybersecurity disclosure issues at the SEC. She co-drafted the SEC’s Statement and Guidance on Public Company Cybersecurity Disclosures, Rel. No. 33-10459 (Feb. 2018) for which she was recognized with the SEC’s Byron D. Woodside Award (2018) along with teammates. She advised Division of Corporation Finance staff about issuing cybersecurity comments to companies. She also counseled staff in the Division of Corporation Finance’s Office of Enforcement Liaison and Division of Enforcement on cybersecurity disclosure issues in enforcement matters.

Jacqueline served as special counsel in the Division of Corporation Finance’s Office of Chief Counsel, where she provided interpretative legal guidance on complex and novel aspects of the federal securities laws, including exemptive positions and requests for no-action relief. In the Office of Enforcement Liaison, she advised and consulted on enforcement questions under the Securities Act of 1933 and the Securities Exchange Act of 1934. In the Office of Trade and Services and the Office of Consumer Products, she served as a reviewer and analyzed disclosure issues that arose in filings made under the federal securities laws in the context of IPOs, secondary offerings, mergers, spin-offs and other transactions, in addition to annual reports and proxy statements.

Jacqueline was a member of the Office of Chief Counsel’s Rule 14a-8 Shareholder Proposals Taskforce for five proxy seasons, including three seasons as a co-manager of the Taskforce. She worked on more than 175 no-action requests by companies to exclude shareholder proposals from proxy statements under Exchange Act Rule 14a-8.

In the SEC’s Office of International Affairs, Jacqueline assisted in drafting the SEC’s contribution to the Presidential Working Group’s Report on Protecting U.S. Investors from Significant Risks from Chinese Companies (July 2020). She also participated in the Office’s work on substituted compliance for certain non-U.S. security-based swap dealers and major security-based swap participants under Title VII of the Dodd-Frank Act.

Jacqueline’s private sector experience prior to the SEC includes practicing as in-house counsel at Exelon Corporation and Constellation Energy Group. Her practice areas included securities law, corporate law, corporate governance, commercial contracts, procurement and mergers and acquisitions.

During law school, Jacqueline was a legal intern in the SEC’s Division of Enforcement and in the Financial Industry Regulatory Authority’s (FINRA) Enforcement Department.

Jacqueline was recognized with the SEC’s Byron D. Woodside Award (2018) along with teammates for co-drafting the SEC’s Statement and Guidance on Public Company Cybersecurity Disclosures, Rel. No. 33-10459 (Feb. 2018). She also received the SEC’s International Award (2021) with teammates for the SEC’s International Covid-19 Response Team.