Experience
Jennifer has experience representing both buyers and sellers, as well as clients with board control and those with minority positions. She has successfully represented these clients in connection with a variety of private investment litigation and commercial disputes, internal and board committee investigations and crisis management, as well as shareholder, founder, partnership, and governance matters, including in particular in the Delaware courts. She frequently represents her investment firm clients in a variety of post-closing matters, including arbitrations and litigation arising out of escrow and indemnification disputes, restrictive covenant violations, and earnout and working capital disputes.
Jennifer has conducted dozens of internal corporate investigations for companies, boards of directors, and special board committees into allegations of securities and private investor fraud, revenue recognition treatment and other financial accounting improprieties, workplace misconduct, and cybersecurity and data privacy incidents, as well as alleged FCPA and FCA violations. She brings her specialized understanding of Goodwin’s private investment clients and their business structures to her management of internal investigations and crisis management as allegations of wrongdoing arise in these contexts She advises clients on a wide variety of whistleblower issues, and handles alleged retaliation and other employment litigation arising out of these matters. Jennifer regularly represents entities and individuals before state and federal regulators, including the DOJ, SEC, BIS and the Massachusetts Securities Division, and handles all aspects of self-reporting decisions, government investigations, and remediation that may ensue as a result of internal investigation findings.
Representative Matters
- Represent founder seller in connection with investment firm buyer’s post-closing claims of fraud, breach of contract, and breaches of representations and warranties in litigation pending in Delaware Chancery Court
- Represent private-equity backed online educational company in connection with restrictive covenant and copyright litigation pending in federal court in Massachusetts against former employee
- Represented a cloud-based location technology platform company in a putative class action alleging data privacy violations in federal court in Massachusetts, obtaining a dismissal of all claims
- On behalf of Globoforce, Inc., d/b/a Workhuman, won dismissal with prejudice of alleged whistleblower retaliation and unfair and deceptive business practices claims brought by a former executive in federal district court in Florida
- Represented MIT in alleged retaliation litigation brought in federal court in Massachusetts under various state and federal statutes by a former MIT research scientist and obtained dismissal with prejudice
- Represented the seller of Telequality Communications LLC, a large rural health care telecommunications provider, in post-closing litigation in Delaware Superior Court alleging breaches of representations and warranties, breaches of contract, and fraud in connection with the sale of the company and ensuing Federal Communications Commission investigation
- Trial counsel for independent directors of Granite Point Mortgage Trust, Inc., a public commercial mortgage REIT, in a binding arbitration relating to the termination of Granite Point’s external manager and internalization of its management function
- On behalf of a specialty pharmacy provider, obtained dismissal of federal court action in Florida alleging False Claims Act and Anti-Kickback Act violations and whistleblower retaliation relating to claims for reimbursement for compounded ophthalmic products
- Represented a prominent international private equity firm in post-closing litigation in Delaware Chancery Court in its capacity as shareholder representative of the former shareholders of Microban International, Ltd. against W.M. Barry & Company, Inc
- Represented a global private equity firm that has raised over $18 billion of capital in connection with an arbitration involving claims of fraud and breach of fiduciary duty. Jennifer was a member of the Goodwin team that ultimately obtained a $170 million award and defeated over $100 million in counterclaims
- Won a significant victory in federal court in Boston on behalf of the President & Fellows of Harvard College and Harvard Medical School; Jennifer was one of the partners leading the team that obtained the complete dismissal of a lawsuit brought by two prominent research scientists over an ongoing institutional investigation into alleged research misconduct under federally funded research grants. This dismissal was affirmed by the First Circuit Court of Appeals
- Represented the principals of The Pyramid Companies, a multi-billion dollar commercial real estate firm in connection with a breach of fiduciary duty suit brought by a minority partner seeking to dissolve and liquidate one of The Pyramid Companies’ asset-holding general partnerships valued at over $200 million
- Represented publicly-traded technology company in connection with forensic investigation and SEC investigation relating to high-profile Solar Winds data security incident
- Conducted an expedited internal investigation on behalf of a special committee of the Board of Directors of an international public company into allegations of revenue fraud and anti-bribery violations at a recently-acquired U.S. subsidiary
- Conducted high-profile internal investigation on behalf of the Massachusetts Institute of Technology into its donations from and interactions with Jeffrey Epstein, and relevant development protocols. A link to the Goodwin Report can be found here
- Conducted an expedited internal investigation on behalf of the Board of Directors of a not-for-profit corporation and government contractor into allegations of senior management misconduct and inappropriate “tone at the top,” including in relation to ongoing federal defense contracts with the U.S. Navy and FCA considerations
- Retained by the Board of Directors of a publicly-traded global telecommunications company to conduct an expedited internal investigation into a whistleblower allegation concerning certain year-end accounting procedures and improper “tone at the top” on the part of senior members of the company’s finance team
- Represented a global technology company in relation to civil False Claims Act qui tam litigation and criminal investigations by the U.S. Attorney's Office and the U.S. Department of Justice, National Security Division relating to contracts with the U.S. Department of Defense, and allegations of contract and immigration fraud, and ITAR violations relating to the engineering work of back office employees in Russia
- Conducted an internal investigation on behalf of a public engineering software company on complicated cybersecurity concerns. Multiple issues intersected, including access to company emails without authorization, potential theft and export of technology into China, and allegations of bribes paid to circumvent technology controls designed to prevent the supply of software to prohibited foreign state-owned enterprises
- Represented the Audit Committee of a U.S. publicly-traded global manufacturer of scientific and diagnostic instruments in an internal investigation and multi-year government investigations by the SEC, DOJ and Hong Kong Independent Commission Against Corruption, into alleged bribery and corruption violations at several of the Company's China subsidiaries
Areas of Practice
Professional Activities
In 2016, Jennifer was appointed by Massachusetts Governor Charlie Baker to the State Ballot Law Commission.
Jennifer has served on the Board of the Women's Bar Foundation, on the BBA's Individual Rights Responsibilities Section Steering Committee, and as a pro bono Bar Advocate, handling dozens of court appointments in the Criminal Division of the Boston Municipal Court.
Prior to joining Goodwin in 2005, Jennifer was a lecturer at Harvard Law School. Before that, she was an associate in the Litigation Practice group at Testa, Hurwitz & Thibeault, LLP in Boston. Prior to and during law school, she was a public health researcher and spent a decade working with survivors of sexual assault.
Credentials
Education
JD
Northeastern University School of Law
BA
The University of Vermont
Admissions
Bars
- Massachusetts
Courts
- U.S. District Court of Connecticut
- U.S. District Court for the District of Massachusetts
Recognition & Awards
Jennifer has been recognized by Chambers USA for her work in Litigation: White Collar Crime & Government Investigations in 2023. She was also recognized by Best Lawyers in America in 2023 for her work in Privacy and Data Security Law.
Jennifer is recommended by The Legal 500 U.S. for her corporate investigations and white-collar criminal defense as well as her venture capital and emerging companies practices, and is listed in Global Investigations Review 100, a guide to the world’s leading firms for corporate investigations. In 2009, Jennifer was selected by the Boston Business Journal as one of the top 40 business leaders in Massachusetts under the age of 40 and honored at a “Women of Justice” event by Massachusetts Lawyers Weekly, the Women's Bar Association and the Massachusetts Association of Women Lawyers. She also was selected as an “Up and Coming Lawyer” for 2005 by Massachusetts Lawyers Weekly and named a Massachusetts Super Lawyer “Rising Star” in 2006, 2007, 2008 and 2009.
Publications
Jennifer was appointed Climenko Thayer Lecturer on Law at Harvard Law School in 2004, and has taught as an adjunct professor at Northeastern University School of Law. She is also a frequent panelist on such topics as conducting effective internal investigations, handling whistleblowers, public company compliance concerns, and rising enforcement risks associated with global business models and international research and development activities.
She has authored several book chapters, articles and other publications related to conducting effective internal investigations, handling whistleblowers, FCPA compliance and best practices, risks to government contractors under the FCA, and insider trading and securities fraud.
Jennifer's recent publications include:
- Co-Author, "Conducting Internal Investigations: An In-House Counsel’s Guide," Privacy & Cybersecurity Law Report, Vol.7 No.6, July/August 2021
- "2020 Year in Review: Foreign Corrupt Practices Act" February 2021
- Co-Author, “Corporate Whistleblower Developments and Best Practices,” Corporate Counsel, November 2018
- Co-Author, “Second Circuit Limits Reach of FCPA,” Goodwin Client Alert, August 2018
- Co-Author, “A Guide To Corporate Internal Investigations,” MCLE, March 2017
- Co-Author, “Update: Another SEC Enforcement Action on Whistleblower Waivers and Releases,” Goodwin Client Alert, August 2016
- Co-Author, “SEC Enforcement Expands Scope of Prohibited Provisions in Employment-Related Agreements,” Goodwin Client Alert, August 2016
- “Qui Tam Suits and the Civil False Claims Act,” Chapter 16, Massachusetts Business Torts, MCLE Press, 2016
- Co-Author, “SEC Applies Whistleblower Protections to Confidentiality Arrangements,” Goodwin Client Alert, April 2015
- “Conducting Effective Internal Investigations: A Corporate Counsel's Guide,” MCLE, January 2015
- “Sound the Alarm: Whistleblower Trends and the Pitfalls of Retaliation Claims,” MCLE, January 2015
- Author, “The SEC’s Whistleblower Program: 2013 Results and What to Expect in 2014,” Goodwin Client Alert, April 2014
- “SEC Forecasts an Increase in Whistleblower Cases and Awards,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, July 2013
- Co-Author, “Beware SEC’s Increased Whistleblower Focus,” Law360, June 2013
- Co-Author, “DOJ and SEC Release Detailed Guidance on the Foreign Corrupt Practices Act,” Goodwin Client Alert, November 2012
- Co-Author, “Oracle to Pay $2 Million to Settle FCPA Charges Related to Subsidiary’s Use of Side Funds in India,” Goodwin Client Alert, August 2012
- Co-Author, “Rule 502: A Way to Limit Privilege Waiver in Government Investigations,” Business Crimes Bulletin, September 2009
Jennifer’s recent speaking engagements include:
- Panelist, “WeChat, WhatsApp and the Continuing Ephemeral Messaging Dilemmas: Updating Your Policies on Messaging, Retention Systems, Privacy and Recordkeeping,” American Conference Institute, 19th Annual FCPA & Anti-Corruption for the Life Sciences Industry, New York, May 10, 2024
- Panelist, “What It Takes to Comply with the FCPA’s Internal Controls Provision: Expanding Interpretation and Strict Liability Risks for the Life Sciences Industry,” American Conference Institute, 16th Advanced Forum on FCPA & Anti-Corruption for the Life Sciences Industry, Boston, July 21, 2022
- Panelist, "2020 Year in Review: Foreign Corrupt Practices Act," Webinar, February 8, 2021
- Panelist, "Internal Investigations + Compliance: Hot Topics in Higher Education," Webinar, October 15, 2020
- “Conducting High Profile Internal Investigations in the COVID-19 Era,” Directors Roundtable Webinar, August 25, 2020
- Panelist, “How to Conduct an Internal Investigation,” MCLE, Webcast, June 2, 2020
- “Hot Topics in High Profile Investigations,” Directors Roundtable, Boston, May 9, 2019
- “Key Issues Facing Boards of Directors: New SEC Enforcement Initiatives and Corporate Governance Risks,” Directors Roundtable, Boston, April 5, 2018
- Panelist, “How to Conduct Efficient, Effective Internal Corporate Investigations,” MCLE, Boston, April 13, 2017
- “Directors Roundtable: Key Issues Facing Boards of Directors,” Directors Roundtable, Boston, March 29, 2017
- “FCPA Investigations: Best Practices and Trends,” EY Fraud Investigation & Dispute Services, Boston, March 23, 2017
- Panelist, “Views of In-House Counsel: Best Practices for Managing Internal Investigations," American Conference Institute, 3rd Annual Executive Forum on False Claims & Qui Tam Enforcement,” New York, January 21, 2016
- Panelist, “Whistleblowers: What Companies Are Doing Now,” Webinar, September 2015
- Panelist, “How to Conduct & Respond to Internal Corporate Investigations,” Boston, February 2015
- Panelist, “The Global Anticorruption Regulatory Landscape,” Massachusetts Export Control Center Export Regulatory Compliance Update Conference, Boston, June 2014