Teodora E. Manolova

Teodora E. Manolova

Teodora E. Manolova

Teodora Manolova is a partner in the firm’s Litigation Department and a member of its Securities Litigation & White Collar Defense Group.  Ms. Manolova has been recognized as a Super Lawyer “Rising Star” for her representation of clients in securities litigation and regulatory enforcement matters. Her practice focuses on litigation and pre-litigation advice involving securities and corporate governance issues, including representation of companies, directors and officers involved in class action litigation, derivative actions, merger and acquisition related litigation, internal investigations, shareholder demands, and regulatory investigations and enforcement actions brought under the federal and state securities laws.

Ms. Manolova is a member of the firm's Pro Bono Committee and serves as the pro bono partner for its Los Angeles office where she maintains an active pro bono practice.

Professional Experience

Prior to joining Goodwin, Ms. Manolova was a senior associate in the Los Angeles office of Orrick, Herrington & Sutcliffe LLP.  Ms. Manolova was a judicial clerk at the Los Angeles County District Attorney's Office, Target Crimes Division. She has also served as a judicial extern to the Honorable Geraldine Mund of the U.S. Bankruptcy Court for the Central District of California, the Honorable Kathleen Lax of the U.S. Bankruptcy Court for the Central District of California, and the Honorable John Ferrell of the San Fernando Superior Court.


  • California Super Lawyer “Rising Star” (2015)
  • Goodwin Procter’s Robert B. Fraser Pro Bono Award (2012)
  • Chief Managing Editor for the UCLA Entertainment Law Review (2002-04)
  • Ron Brown Fellow, The Ronald H. Brown Center for Politics and Commercial Diplomacy (1999)
  • Wolfson Scholar (2001)
Areas of Practice


Ms. Manolova has extensive experience representing companies and individuals in securities class actions, derivative actions, merger and acquisition related litigation, SEC enforcement proceedings and other complex commercial litigation. She has also represented numerous clients in regulatory proceedings brought by the SEC, FINRA, and other federal and state regulatory bodies. Her litigation and regulatory matters have involved allegations relating to the accuracy and completeness of corporate disclosures to investors (including financial guidance), improper revenue recognition and other alleged accounting irregularities, securities trading by corporate officers and directors, self-dealing and breach of fiduciary duty, and insufficient deal consideration, among other issues.

Representative Matters

Securities Class Action and Derivative Cases
  • Apollo Group, Inc. Securities Litigation: Retained after plaintiffs won a securities class action trial and after plaintiffs also prevailed on appeal. Following post-judgment briefing on claims procedures raising significant issues concerning the ability of sophisticated institutions to claim the benefit of the presumption of reliance pursuant to Basic Inc. v. Levinson, 485 U.S. 224 (1988), and the potential availability of offsets to class members’ recoveries, the case settled for less than half of plaintiffs’ damages assessment and substantially under the company’s publicly reported reserve.
  • Basin Water, Inc. Securities Litigation: Successfully defended a securities class action against Basin Water, Inc. and its officers and directors following the company’s restatement of all of its financial statements since it became a public company.  
  • Countrywide Fin. Corp. Mortgage-Backed Securities Litigation: Defended numerous securities litigation matters for Countrywide Financial Corporation, formerly an S&P 100 corporation before its acquisition in 2008 by Bank of America Corporation and one of the largest mortgage lenders in the United States. These matters included a multidistrict litigation proceeding (MDL) in federal district court in Los Angeles, in which nearly 50 class and individual institutional investor suits brought by various pension funds, insurance companies, CDOs, domestic and foreign banking organizations, government-sponsored entities, and the FDIC as receiver for various failed banks have been coordinated for pretrial proceedings. The rulings that courts have issued in these matters have helped shape the development of the law in the United States regarding claims by investors that bought mortgage-backed securities (MBS) prior to the collapse of the housing and capital markets in 2007, and have included a securities class action litigation alleging misstatements in the public offerings for more than $360 billion in MBS.
  • Epocrates, Inc. Securities Litigation: Represented Epocrates and its former CEO and CFO in a putative class action lawsuit in the Northern District of California in which plaintiffs allege that Epocrates made false or misleading statements regarding the timing of its pharmaceutical clients’ regulatory approvals of interactive messages while awaiting guidance from the FDA on the use of advertising and social media.  Case settled favorably after multiple rounds of successful motion to dismiss briefing.
  • IndyMac Bancorp Inc. Securities Litigation: Represented company and its officers and directors in one of the first securities class actions filed arising out of the 2007-2008 financial crises alleging inadequate underwriting standards and weak financial controls.  Secured dismissal of all but one of the individual defendants following multiple rounds of successful motions to dismiss.  See, e.g., Tripp v. IndyMac Fin. Inc., 2007 WL 4591930 (C.D. Cal. Nov. 29, 2007).
  • Molina Healthcare, Inc. Securities Litigation: Successfully defended this leading healthcare provider in a securities class action and related state court derivative litigation involving financial restatements and allegedly false projections of future financial performance.  Securities case was dismissed with prejudice and derivative plaintiff walked away after imposition of a stay pending the outcome of the securities class action.
  • Pacific Capital Securities Litigation:  Successfully defended a California bank and its officers and directors in a securities class action lawsuit, as well as a related state court derivative action, in connection with allegedly misstated loan loss reserves.  Obtained a dismissal with prejudice of the federal case on the first round of a motion to dismiss, making this one of the rare cases arising out of the financial crises where defendants prevailed.
  • Tetra Tech, Inc. Securities Litigation: Successfully defended Tetra Tech, Inc., a leading provider of consulting, engineering, program management, construction management and technical services worldwide, and two of its officers and directors in a securities class action lawsuit over alleged misstatements and GAAP violations with respect to the company’s government contracts and general financial conditions.
  • Xoom Corporation Securities Class Action Litigation: Won dismissal of amended putative securities class action complaint against this leading online international money transfer service and its senior management alleging violations of the Securities Act of 1933 in connection with the company’s initial public offering. The suit relates to the company’s disclosure that it was the victim of a criminal business email compromise scheme.
Mergers & Acquisitions Cases
  • Ariba/SAP M&A Litigation: Represented Ariba and its board of directors and obtained voluntary dismissal from plaintiffs of six putative class actions challenging Ariba/SAP $4.3 billion merger in the Superior Court, Santa Clara County, California and in the Court of Chancery in Delaware.
  • Pacific Capital Bancorp/Ford Financial M&A Litigation: Defeated plaintiffs’ attempt at obtaining a preliminary injunction that would have prevented a recapitalization transaction that was the bank’s best hope of survival following the 2008 financial crisis. The Court of Appeal’s groundbreaking affirmance held that change in control transactions in California do not require a board to negotiate a so-called “fiduciary out” allowing the company to accept a higher offer from a subsequent bidder, rejecting in California the much-criticized rule to the contrary set forth by the Delaware Supreme Court in Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. 2003).
  • McAfee/Secure Computing M&A Litigation: Defeated plaintiffs’ efforts to enjoin McAfee’s acquisition of Secure Computing and obtained voluntary dismissal of consolidated action.
  • NewsCorp./Intermix M&A Litigation: Obtained dismissal of federal and state actions alleging claims in connection with NewsCorp.’s acquisition of Myspace.com on behalf of VantagePoint
Regulatory Matters
  • Represented a senior mortgage lending executive during litigation with the SEC and class action plaintiffs relating to the performance of mortgage-backed securities and other lending and investment products during the financial crisis.
  • Represented the former CFO of a semiconductor company in an SEC action alleging revenue recognition fraud.
  • Represented separate special committee of Fortune 500 companies in internal investigation, as well as parallel SEC and U.S. Attorney’s Office investigations concerning stock options and executive compensation issues.
  • Represented a company in an SEC investigation following its restatement of all of its financial statements since becoming a public company where in light of the company’s cooperation, no SEC action was taken against the company despite charges being filed against the former CEO and the former CFO.
  • Represented an online crowdfunding platform in inquiries from state securities regulatory bodies.



J.D., 2004
UCLA School of Law
B.S., 2001
California State University Northridge

(summa cum laude)

B.A., 2000
California State University Northridge

(summa cum laude)





U.S. Court of Appeals for the Ninth Circuit
U.S. District Court for the Central District of California
U.S. District Court for the Northern District of California
U.S. District Court for the Southern District of California
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