Corporate governance & fiduciary-duty expert

Testimony and consulting on board process and fiduciary conduct: what directors decided, on what record, against which standard — under Delaware law and the post-SB 29 Texas framework.

Check availability & conflicts

Helpful in a first note: matter caption, court, parties (for the conflicts check), discipline, and timing. No privileged or confidential facts, please.

Scope of testimony and analysis

DutiesFiduciary-duty analysis: care, loyalty, oversight, and the process record that evidences each.

CommitteesSpecial-committee formation, mandate, independence, and conduct in conflicted transactions.

ControllersController transactions and cleansing mechanisms, Delaware and Texas variants.

CompensationExecutive-compensation process and disclosure, including extraordinary awards.

TexasThe 2025 Texas reforms (SB 29) and the Texas Business Court — on which Goodwin publishes a source-linked empirical dataset of the court’s signed opinions and testified before the Texas Senate.

AIBoard oversight of artificial intelligence — an area of Goodwin’s executive teaching (AI in Healthcare, SMU Cox Executive Education).

Why counsel retain him

Practitioner first

Nearly 25 years in investment banking and corporate finance, including service as Managing Director and Head of Investment Banking for the Southwest U.S. at Wells Fargo Securities and roles at Citigroup, Goldman Sachs, and DLJ/Credit Suisse — opinions grounded in how boards actually decide.

Dual-discipline academic

Professor of Practice in Finance (SMU Cox) and Adjunct Professor of Law (SMU Dedman); Ph.D. and LL.M. The finance and the law in one witness.

Tested on the public record

Testified before the Texas Senate on SB 29; served as Governance Advisor to Tesla's Special Committee (2025); publishes the Texas Business Court Codex — doctrinal coding released opinion by opinion against the signed PDFs.

Official Senate witness list →Named in Tesla proxy materials (DEFA14A) →

Method

Every opinion is built from primary sources, documented methodology, and analysis a court — or an opposing expert — can trace to its inputs. See the Reincorporation Index and the Texas Business Court Codex.