Folake Ayoola

Folake Ayoola is a counsel in the firm’s Business Law Department, and a member of the Technology and Life Sciences groups as well as the Capital Markets and Public Company Advisory practices. She counsels public companies and their Board of Directors on securities regulation, capital market transactions, and corporate governance matters. Formerly a Senior Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), Ms. Ayoola has a wide array 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.

Ms. Ayoola draws on her SEC and private practice experience to advise on the full range of SEC reporting and compliance requirements, ESG matters, securities offerings, mergers and acquisitions, proxy contests, tender offers, going-private transactions, and NYSE and Nasdaq compliance issues. She leverages the knowledge she gained from her tenure at the SEC to advise companies, investment funds, and financial sponsors on initial public offerings, SPAC transactions, and securities regulatory matters.

Ms. Ayoola is admitted to practice in the District of Columbia, New York and Texas.

Prior to joining Goodwin, Ms. Ayoola served in various capacities at the SEC’s Division of Corporation Finance, including as Special Counsel in the Office of Structured Finance and the Office of Technology, and as Senior Counsel in the Office of Real Estate, Office of Life Sciences, and the Office of Assessment and Continuous Improvement. She also spent time working in the Office of Chief Counsel’s Shareholder Proposal Task Force.

Among other significant matters, Ms. Ayoola regularly led the SEC’s disclosure review of companies across numerous industries, including REITs, real estate-related finance, real estate marketplace lending, lodging, casino, commodities, stock exchanges, consulting services, social media platforms, blockchain technology, and cryptocurrencies. Ms. Ayoola advised on a number of novel disclosures and transactions, including SPAC and de-SPAC transactions, REIT spinoffs, innovative pricing methods in registered offerings, the first real estate marketplace lending offering under Regulation A, and the first bitcoin investment fund to become a public company providing reports under the Securities Exchange Act of 1934.

Ms. Ayoola was also part of the team that worked on the development and application of the SEC’s current interpretive guidance applicable to REITs, real estate-related companies, and non-1940 Act commodity pools, including CF Disclosure Guidance Topics No. 3 and No. 6 relating to Promotional and Sales Material Submitted Pursuant to Securities Act Industry Guide 5, and Disclosures of Non-Traded Real Estate Investment Trusts. She also provided substantial assistance on the Disclosure Effectiveness Initiative to help modernize the public company reporting regime, including the legal and accounting requirements of SEC filings. Ms. Ayoola also participated in various disclosure-related projects including those focused on board diversity disclosure in proxy statements.

Her other roles during her tenure with the SEC include serving as Senior Counsel in the Office of Assessment and Continuous Improvement, where Ms. Ayoola was part of the team that built the office from the ground up and completed evaluations and assessments of the Division’s filing review outcomes.

Ms. Ayoola was a Co-Chair of the SEC’s Women’s Committee (2018 – 2021) and the Chair of the Promotions and Retention Sub-Committee of the SEC’s Diversity Council (2017 – 2019) where she led the implementation of the SEC’s mentoring program. In 2020, she was awarded the Chairman’s Award for Excellence.

Ms. Ayoola’s private sector experience prior to the SEC include practicing at the New York office of Simpson Thacher & Bartlett LLP and the Houston office of Baker Botts LLP, where Ms. Ayoola managed securities filings and corporate transactions and advised Fortune 500 and middle market public companies on corporate disclosures and governance issues. She also served as a counsel for over $20 billion in debt offerings and $3 billion in equity offerings.

• Co-Author, “Standards of Practice for Investor Relations – Disclosure,” NIRI, June 2023