UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 88155 / February 7, 2020

ADMINISTRATIVE PROCEEDING

File No. 3-19697

In the Matter of

RANDALL GOULDING, Esq.

Respondent.

ORDER INSTITUTING PUBLIC 

ADMINISTRATIVE PROCEEDINGS 

AND IMPOSING TEMPORARY 

SUSPENSION PURSUANT TO RULE 

102(e)(3)(i)(A) and (B) OF THE 

COMMISSION’S RULES OF PRACTICE

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative proceedings be, and hereby are, instituted against 

Randall Goulding (“Respondent” or “Goulding”) pursuant to Rule 102(e)(3)(i)(A) and (B)1 of 

the Commission’s Rules of Practice (17 C.F.R. § 201.102(e)(3)(i)(A), (B)).

II.

 

1 Rule 102(e)(3)(i) provides, in relevant part, that:

The Commission, with due regard to the public interest and without 

preliminary hearing, may, by order, temporarily suspend from appearing or 

practicing before it any attorney . . . who has been by name: (A) [p]ermanently 

enjoined by any court of competent jurisdiction, by reason of his or her misconduct 

in an action brought by the Commission, from violating or aiding and abetting the 

violation of any provision of the Federal securities laws or of the rules and 

regulations thereunder; or (B) [f]ound by any court of competent jurisdiction in an 

action brought by the Commission to which he or she is a party . . . to have violated 

(unless the violation was found not to have been willful) or aided and abetted the 

violation of any provision of the Federal securities laws or of the rules and 

regulations thereunder.
2

The Commission finds that: 

A. RESPONDENT

1. Randall Goulding, Esq. is an attorney licensed in the State of Illinois.

B. THE CIVIL FINDINGS AND INJUNCTION AGAINST GOULDING

2. On March 25, 2009, the Commission filed a complaint in the United States 

District Court for the Northern District of Illinois against Goulding, the investment adviser he 

controlled, The Nutmeg Group, LLC (“Nutmeg”), other defendants, and relief defendants, 

Securities and Exchange Commission v. The Nutmeg Group, LLC et al., Civil Action No. 09-cv01775 (the “case”). The complaint alleged that Goulding and the defendants violated various 

provisions of the Investment Advisers Act of 1940 (“Advisers Act”) and the Rules thereunder. 

The Commission filed an amended complaint in the case alleging, among other things, that 

Goulding and Nutmeg misappropriated client investments, assessed inflated management and 

performance fees, misrepresented account values to investors, and failed to maintain required 

books and records. The amended complaint further alleged that Goulding violated Sections 

206(1), 206(2), and 206(4) of the Advisers Act and Rule 206(4)-8 thereunder.

3. On November 12, 2019, the United States District Court for the Northern District 

of Illinois entered final judgment against Goulding after finding that he engaged in the abovedescribed conduct and thereby violated Sections 206(1), 206(2), and 206(4) of the Advisers Act 

and Rule 206(4)-8 thereunder. The court did not find that Goulding’s violations were not willful. 

The court also permanently enjoined Goulding from future violations, direct or indirect, of 

Sections 206(1), 206(2), and 206(4) of the Advisers Act and Rule 206(4)-8 thereunder. 

III.

Based on the foregoing, the Commission finds that Goulding has been found by a court of 

competent jurisdiction, in an action brought by the Commission, to have violated provisions of 

the federal securities laws, within the meaning of Rule 102(e)(3)(i)(B) of the Commission’s 

Rules of Practice. The Commission further finds that a court of competent jurisdiction has 

permanently enjoined Goulding from violating the federal securities laws within the meaning of 

Rule 102(e)(3)(i)(A) of the Commission’s Rules of Practice. In view of these findings, the 

Commission deems it appropriate and in the public interest that Goulding be temporarily 

suspended from appearing or practicing before the Commission as an attorney. Accordingly,

IT IS HEREBY ORDERED that Goulding be, and hereby is, temporarily suspended from 

appearing or practicing before the Commission as an attorney. This Order will be effective upon 

service on the Respondent.
3

IT IS FURTHER ORDERED that Goulding may, within thirty days after service of this 

Order, file a petition with the Commission to lift the temporary suspension. If the Commission 

receives no petition within thirty days after service of the Order, the suspension will become

permanent pursuant to Rule 102(e)(3)(ii).

If a petition is received within thirty days after service of this Order, the Commission 

will, within thirty days after the filing of the petition, either lift the temporary suspension, or 

schedule the matter for hearing at a time and place to be designated by the Commission, or both. 

If a hearing is ordered, following the hearing, the Commission may lift the suspension, censure 

the petitioner, or disqualify the petitioner from appearing or practicing before the Commission 

for a period of time, or permanently, pursuant to Rule 102(e)(3)(iii).

This Order shall be served upon Goulding personally or by certified mail at his last known 

address.

By the Commission.

Vanessa A. Countryman

Secretary