Frances Floriano Goins

Partner | Co-Chair, Financial Services & Securities Litigation; Co-Chair, Data Privacy & Information Security


Practice Areas:

Fran is skilled in resolving complex business disputes for public and private companies, including matters involving securities, corporate governance, cybersecurity, and consumer and contract law. Fran has managed numerous takeover and proxy contests involving public companies, and is an accomplished appellate lawyer. Her practice also includes counseling businesses on compliance and training for data privacy and cybersecurity, ethics, anti-bribery, and governance best practices. She regularly defends clients in SEC and other regulatory enforcement actions, and has conducted many internal corporate and special litigation investigations.

Fran was tapped by the Department of Homeland Security to speak on “Cybersecurity in the C-Suite and Boardroom” in its C-Cubed webinar series. In independent surveys of in-house counsel and peer attorneys, Fran has been recommended as one of Chambers USA: America’s Leading Lawyers for Business (2015; 2016)“Leaders in Their Field” in Ohio for General Commercial Litigation, and a “State Litigation Star” in Ohio by Benchmark Litigation (2015-2017). She was also selected for inclusion in Benchmark’s “Top 250 Women in Litigation” (2014-2016). Fran is nationally recognized by The Best Lawyers in America® in Corporate Compliance Law, Corporate Governance Law, and Securities and Banking & Finance Litigation.

Fran is active in the ABA, chairing the Business Law Section Director & Officer Liability Committee. She co-chaired the Ohio Eighth District Judicial Conference in 2015, and currently chairs the Art Song Festival at Baldwin Wallace University. Fran is also a member of the Cleveland Rape Crisis Center Sing Out! Chorale.

Education & Admissions

Education

  • Cleveland Institute of Music

    (B.Mus.)
    Valedictorian
    (M.Mus.)
    Margaret Ireland Fellowship

  • Case Western Reserve University School of Law

    (J.D.)
    Order of the Coif; Society of Benchers Outstanding Student Award; Editor-in-Chief, Case Western Reserve University Law Review

Admissions

State of Ohio

State of New York

U.S. Supreme Court

U.S. Court of Appeals, Sixth Circuit

U.S. Court of Appeals, Ninth Circuit

U.S. District Court, Northern District of Ohio

U.S. District Court, Southern District of Ohio

U.S. District Court, Southern District of New York

U.S. District Court, Colorado

Experience

REPRESENTATIVE EXPERIENCE

  • Successfully argued 6th Circuit appeal defending U.S. District Court order dismissing Eaton Corporation and its executive officers from a putative class action alleging federal securities law violations in connection with events in trade secret litigation the company conducted in Mississippi. (In re: KBC Asset Management N.V., Case Nos. 13-4059/13-4354 (U.S. 6th Cir.)).
  • Lead counsel representing a China-based tire manufacturer in a $30 million dispute with a U.S. distributor, and purported $100 million counterclaim.
  • Obtained defense jury verdict on behalf of Huntington National Bank on claims of aiding and abetting a $65 million Ponzi-scheme after defeating motion for class certification; obtained dismissal on preliminary motion of seven other defendant banks and financial institutions on related UCC and conspiracy to defraud claims arising from handling of customer accounts; argued successfully on appeal resulting in seminal Sixth Circuit CAFA jurisdiction decision (Metz v. Unizan Bank, 2011 U.S. App. LEXIS 17227 (U.S. 6th Cir.)).
  • Secured dismissal on preliminary motion of web host company in putative class action arising from hacker intrusion into bank’s website and resulting customer identity theft (Pisciotta v. Old National Bancorp and NCR Corporation, (S.D. Ind.)).
  • Represented numerous companies in post-data breach analysis and recovery efforts, and advised on regulatory issues.
  • Defended acquiror of educational software company on claims of aiding and abetting breach of fiduciary duty in shareholder class action litigation challenging merger. Isaacs, et al., v. Greene, et al. (N.Y. S. Ct.).
  • Lead Ohio counsel defending BP America, Inc. and officers in investor litigation arising from the Deepwater Drilling disaster.
  • Assisted multinational companies in planning and training for enhancing cybersecurity.
  • Lead counsel representing Chinese-based Nevada corporation in shareholder litigation in Nevada federal court arising from a reverse merger.
  • Lead counsel representing self-directed IRA custodian in multimillion dollar class action suit alleging state securities law violations.
  • Obtained dismissal of putative class and individual actions on preliminary motions and summary judgment as lead national litigation counsel for major trust company self-directed IRA custodian in cases around the country defending claims for fraud, breach of contract, violation of the RICO Act, and state securities and consumer protection laws, and in connection with Ponzi
  • Successfully defended national bank in RICO conspiracy action by putative consumer class alleging conspiracy in connection with telemarketing fraud; obtained dismissal of amended complaint on motion and argued Sixth Circuit appeal. (Johnson v. U.S. Bank N.A., 2009 U.S. Dist. LEXIS 2011; affirmed (6th Cir.)).
  • Secured voluntary dismissal after discovery of investor suit against bank for alleged mismanagement and suitability violations with respect to agency account.
  • Successfully defended Fortune 500 company in shareholder derivative action arising from merger; dismissed on preliminary motion.
  • Successfully defended Fortune 500 company in shareholder derivative action arising from merger; dismissed on preliminary motion.
  • Representing the FDIC in investigating and prosecuting professional liability and D&O claims for failed banks and S&Ls in Ohio and Illinois.
  • Successfully represented hotel developer in $150 million reorganization/foreclosure action; defeated motion to appoint receiver.
  • Obtained dismissal of FDCPA and state RICO claims in putative class action against a financial institution and its attorneys alleging irregularities in state court foreclosure actions (Whittiker, et al. v. Deutsche Bank National Trust Company, et al., Case No. 1:08 CV 300 (N.D. Ohio, March 2009)).
  • Recovered full value of claim involving $9 million mortgage portfolio participation interest for client federal credit union in liquidation proceedings of another federal credit union.
  • Successfully represented thrift director and major shareholder in OTS proceedings alleging violation of acquisition of control regulations.
  • Secured dismissal on a preliminary motion of four national banks and their holding companies in multi-million dollar putative class action involving National Bank Act preemption issues arising from claims that defendant banks improperly charged fees in garnishment proceedings in violation of state law; affirmed on appeal (Monroe Retail, Inc., et al. v. Charter One Bank, N.A., et al., 589 F.3d 274 (6th Cir. 2009)).
  • Obtained defense verdict in trade secret case involving spinoff from national catalog sales company (Suarez Corp. v. Napier, et al., Case No. 2002 CV 01420 (Stark Cty., Ohio, C.P.)).
  • Represented major shareholder as lead counsel in seminal Delaware cases determining validity of voting trust as takeover mechanism in relation to directors’ fiduciary duty to protect minority shareholders (Omnicare, Inc. v NCS Healthcare, Inc., 818 A.2d 914 (Del.2003)).
  • Obtained dismissal on motion of directors of public company in shareholder derivative action alleging breach of fiduciary duty and misrepresentation in connection with corporate reorganization; affirmed on appeal (Barr v. Lauer, 2007 Ohio 156, aff’d, 2007 Ohio App. LEXIS 154 (Cuyahoga County App.)).
  • Obtained dismissal on motion of putative class action alleging violations of Ohio UCC and Retail Installment Sales Act in auto repo activities on basis of federal preemption (Crespo v. WFS Financial, Inc., 2008 WL 4443934 (N.D. Ohio)).
  • Obtained dismissal on motion of national bank directors in shareholder derivative suit alleging breach of fiduciary duty in connection with a merger (Perkel v. Unizan Financial Corp., Case No. 2004 CV 00577 (Stark Cty., Ohio, C.P. 2004)).
  • Defeated class certification and obtained dismissal on motion of national underwriting firm in Colorado suit by investors in private offerings alleging securities fraud and RICO claims (Stephens v. WebAccess International, Inc., 2006 U.S. Dist. LEXIS 25934 (D. Colo.)).
  • Obtained dismissal of twelve consolidated putative securities class action suits alleging accounting irregularities; secured seminal Sixth Circuit decision on “bespeaks caution” doctrine (Charal v. Royal Appliance MFG., 1996 U. S. App. LEXIS 24626 (U.S. 6th Cir.)).
  • Obtained seminal decision dismissing Ohio derivative shareholder suit on the basis of failure to make demand on company’s shareholders (Rothstein v. Gosset, Case No. 95-CV-0522 (Medina Cty., Ohio, C.P.))
  • Successfully defended national accounting firm in derivative malpractice action arising from tax preparation services (Sparks v. CBIZ Accounting, Tax & Advisory of Kansas City, Inc., 36 Kan. App. 2nd 660, 142 P3d 749 (2006)).
  • Secured partial dismissal on motion of multi-national corporation and its officers in putative world-wide shareholder class action alleging securities fraud in connection with tire recall and related alleged accounting irregularities (City of Monroe Employee’s Retirement System v. Bridgestone Corporation, Case 8-01-0017 (M.D. Tenn. 2004, aff’din part, 2005 U.S. App. LEXIS, May 3, 2005)); subsequently settled.
  • Obtained defense award in arbitration proceeding stemming from shareholder class action/fraud litigation (Greenfield/Florida State Board of Admin. v. CompuServ Corp., et al., Case Nos. 96 CVH-06-4810, 3906 (Franklin Cty., Ohio, C.P. (2002))).
  • Secured declaratory judgment on motion in favor of founder and majority shareholder of major private company in case involving claims of breach of fiduciary duty, defamation, and breach of contract (Trebilcock v. Elinsky, et al., Case No. 1:05cv2428 (U.S. Dist. Ct., N.D. Ohio 2007)); settled during appeal.
  • Successfully prosecuted trade secret and breach of fiduciary duty claims against president of U.S. subsidiary of Swiss corporation (Satis Vacuum AG v. Wilson, (Cuyahoga Cty., Ohio, C.P.)).
  • Defeated class certification and secured dismissal on motion in consumer lawsuit for fraud and breach of fiduciary duty against IRA trustee; affirmed on appeal (Moorjani v. Mid-Ohio Securities, et al., Ct. App. Case No. L-07-1249 (Lucas Cty., Ohio, June 2008)).
  • Successfully defended national bank in multistate litigation by 300 individual plaintiffs alleging securities violations and fraud arising from bank’s loans to investors in defunct company (Appel v. SOS Industries, Case No. 2001-31244 (7th Cir., Fla.)).
  • Obtained dismissal on motion of corporate president in shareholder derivative action alleging accounting fraud and misappropriation of corporate assets (Miner v. Figgie Int’l Corp. (consolidated), Case Nos. 93CV001798 and 93CV001575 (Lake Cty., Ohio, C.P.)).
  • Successfully represented vacuum cleaner manufacturer in preliminary injunction proceeding involving Lanham Act claims (Royal Appliance Mfg. Co. v. Hoover Co., 845 F. Supp. 469 (U.S. Dist. Ct., N.D. Ohio)).
  • Successfully represented FDIC on holder-in-due-course claims (Federal Deposit Insurance Corporation v. The Cremona Company, et al., 832 F.2d 959 (U.S. 6th Cir.)).
  • Successfully defended corporate trustee on claims of class of debenture holders for breach of fiduciary duty.
  • Obtained dismissal on motion of national finance company in suit alleging contractual violations related to assignment of auto financing notes.
  • Managed dozens of corporate control contests involving public and private companies, including Bridgestone Corp., First Union Real Estate Investment Trust, Cedar Point, Inc., Lubrizol Co., and Royal Appliance Mfg., Inc.
  • Extensive experience defending corporate and individual clients in regulatory enforcement proceedings by governmental bodies including the SEC, NYSE, FDIC and OTS.
  • Represented cities, counties, and police departments in a broad range of matters, including contract disputes, investment liability, general liability and insurance counseling, zoning, and First Amendment matters.

 

Publications & Presentations

Publications

Presentations

  • “Navigating a Male World,” Cleveland Metropolitan Bar Association, Women Navigating their Way to New Perspectives, Opportunities and Heights Program (March 2017)
  • “The Evolving Cybersecurity Landscape for Financial Services,” Annual Ulmer Financial Services & Securities Litigation Client CLE Seminar (November 2016)
  • “Managing Cyber Threats and Privacy Compliance as a Global Company,” Association of Corporate Counsel, Northeast Ohio Chapter CLE Seminar (September 2016)
  • “Director and Officer Liability & Cyber-Security,” presenter and moderator, American Bar Association, Business Law Section Annual Meeting (September 2016)
  • “Confidential: Protecting Attorney-Client Privilege and Corporate Documents,” panelist, American Bar Association, (August 2016)
  • “Business Breakfast Club: Cybersecurity Issues for Directors and Officers,” presenter, American Bar Association, Business Law Section Spring Meeting (April 2016)
  • “Practical Cybersecurity: Translating Legal Requirements into Business Decisions,” ACC/Nationwide CLE Series (November 2015)
  • “Consumer Class Actions: Where Do We Go From Here?” Ulmer & Berne, Financial Services & Securities Litigation Hot Topics 2015 (November 2015)
  • “Cybersecurity in the C-Suite and Boardroom,” Department of Homeland Security, Office of Cybersecurity and Communications C-Cubed Voluntary Program (August 2015)
  • “Data Privacy & Security for Startups,” Queen City Angels (June 2015)
  • “Director Oversight Liability in the Cybersecurity Age: The Interplay of Caremark/Stone and Effective Risk Management,” panel chair and moderator, American Bar Association, Business Law Section Spring Meeting (April 2015)
  • “Hot Topics in Civil Litigation: The Role of the Judiciary in Promoting Transparency and Ensuring Access to Information,” conference co-chair and panel moderator, 8th District Judicial Conference (March 2015)
  • Women’s Law and Leadership Initiative: Colloquium on Law and Business, panelist, Case Western Reserve University School of Law (November 2014)
  • “The Risk that Keeps on Giving: Understanding How Cybersecurity Affects Your Business,” Hot Topics in Financial Services & Securities Litigation (October 2014)
  • “Corporate Governance – Safeguarding Directors and Officers,” Society of Corporate Secretaries and Governance Professionals (April 2014)
  • “Bolstering Risk Management: Compliance and Governance as a Strategic Advantage,” moderator, Financial Services Hot Topics (December 2013)
  • “The Business Imperative for the Retention and Succession of Female Leadership,” Ark Group & Managing Partner’s Women Legal 2012(2012)
  • “Consumer Finance Class Action Litigation,” American Conference Institute (2011)
  • “Winning Director & Officer Liability Strategies,” The Secrets of Winning (2011)
  • “Conducting An Effective Internal Investigation,” CMBA Banking & Financial Services Section (December 2010)
  • “Impact of Dodd-Frank and Amended Sentencing Guidelines On Corporate Ethics And Compliance,” Hot Topics: Financial Services Update 2010 (December 2010)
  • “The Changing World of Securities Regulation: New Initiatives,” George A. Leet Business Law Symposium, CWRU School of Law (October 2010)
  • “Risk Management:  Identifying and Managing Risks Within the Organization,” Association of Corporate Counsel, Northeast Ohio Chapter (October 2010)
  • “Winning Under the Foreign Corrupt Practices Act,” The Secrets of Winning (August 2010)
  • “Litigating Aiding and Abetting Fraud and Breach of Fiduciary Duty Claims,” Strafford CLE Teleconference (December 2009)
  • “Perspectives on Regulatory Enforcement and Litigation,” Hot Topics: Financial Services Update 2009 (December 2009)
  • “The Democratization of the Proxy Process,” Bowne SEC Updates (November 2009)
  • “Winning Corporate Investigations,” The Secrets of Winning (August 2009)
  • “Defending Class Action Litigation,” Association of Corporate Counsel, Northeast Ohio Chapter (August 2009)
  • “Corporate Secretary Essentials,” Society of Corporate Secretaries and Governance Professionals; covering repricing stock options, managing subsidiaries, 2009 proxy issues (March 2009)
  • “Federal Preemption – Shelter from the Storm?,” Hot Topics: Financial Services Update 2008 (December 2008)
  • “Challenges Facing Boards of Directors:  Key Issues in SEC Disclosure & Enforcement,” The Directors Roundtable & The National Leadership Institute (May 2008)
  • “Sarbanes Oxley as It Applies to Small Business,” The Ohio Society of CPAs (April 2008)
  • Chair, SEC Litigation and Enforcement Panel, 2007 CMBA Securities Law Institute; covering options backdating, regulatory initiatives, SOX whistleblower and certification prosecutions
  • “Recent Developments in Financial Litigation,” Hot Topics: Financial Services Update 2007 (November 2007)
  • “Complying with the Foreign Corrupt Practices Act,” Association of Corporate Counsel, Northeast Ohio Chapter (August 2007)
  • “Recent Developments in IP Law and Internet Data & Privacy Regulation,” The International IT Law Summit, Southwestern Law School (2007)
  • “Managing Internal Corporate Investigations,” Association of Corporate Counsel, Northeast Ohio Chapter (August 2006), and Central Ohio Chapter (April 2006)
  • “Complex Litigation Strategies,” Hot Topics: Financial Services Update 2006 (May 2006)
  • Chair, Accounting Update Panel, 2006 Cleveland Bar Association Securities Law Institute
  • “Evolving Standards and Best Practices in Corporate Governance,” One-on-One (February 2006)
  • “Winning the E-Discovery Battle,” Council of Chief Legal Officers (September 2005) and PriceWaterhouseCoopers General Counsel Forum (August 2005)
  • “Sarbanes-Oxley:  What to Know,” 2005 International IT Law Conference, Southwestern Law School (June 2005)
  • “New Risks for Directors in a Post Sarbanes-Oxley World,” Hot Liability Topics for Financial Service Providers (March 2005)
  • Institute Chair, 2005 Cleveland Bar Association Securities Law Institute
  • “The Independent Director in the New Regulatory Environment,” 2004 Ohio Securities Conference, Ohio Division of Securities

Involvement

PROFESSIONAL AFFILIATIONS

  • American Bar Association (Business Law Section – Chair, D&O Liability Committee; Business and Corporate Litigation, Corporate Governance, and Diversity Committees; ABA Advisory Panel)
  • Ohio State Bar Association (Member, Task Force on Business Courts; Task Force on Officer Liability; Corporation Law Committee)
  • Cleveland Metropolitan Bar Association (Securities Law Section, Past Chair; Judicial Selection Committee; Financial Institutions Section)
  • Federal Court Panel of Alternative Dispute Resolution Neutrals, N.D. Ohio (Founding Member)
  • Ohio Women’s Bar Association (Founding Member)
  • William K. Thomas Chapter of the American Inns of Court, Master of the Bench Emeritus (Past President)
  • U.S. Sixth Circuit Judicial Conference (Life Member)
  • Eighth District (Ohio) Judicial Conference (Life Member; Conference Co-Chair 2015)
  • U.S. District Court, N.D. Ohio, Advisory Group (Emeritus Member)
  • National Institute for Trial Advocacy Faculty
  • Litigation Counsel of America (Fellow)

COMMUNITY INVOLVEMENT

  • The Art Song Festival at Baldwin Wallace College (Chair of the Governing Counsel)
  • Opera Cleveland (Trustee, Governance Committee)
  • Lyric Opera Cleveland (Trustee)
  • CWRU School of Law Visiting Committee and National Advisory Board
  • CWRU School of Law Foreign Graduates L.L.M Program Advisory Board
  • Bay Village Montessori School (Vice President and Trustee)
  • Northern Ohio Breast Cancer Coalition Fund (Past Chair of Board of Trustees; Gala Committee Chair; Advisory Board)
  • Normandy School (Member, PR Committee)
  • St. Raphael Church (Member, Development and Pre-Cana Committees)
  • Riverside Youth Choirs at the Beck (Trustee and Benefit Chair)

FIRM INVOLVEMENT

  • Financial Services & Securities Litigation, Co-Chair
  • Data Privacy & Information Security, Co-Chair
  • Women’s Professional Development Committee (Chair, 2006-2008)

Honors

HONORS

  • Ranked as one of Ohio’s “Leaders in Their Field” in General Commercial Litigation by Chambers USA: America’s Leading Lawyers for Business (2015; 2016)
  • Recognized by Benchmark Litigation, the definitive guide to America’s leading business litigation attorneys, as one of the “Top 250 Women in Litigation” in the U.S. (2014-2016)
  • Named a “State Litigation Star” in Ohio by Benchmark Litigation (2015-2017)
  • The Best Lawyers in America, Corporate Compliance Law; Corporate Governance Law; Securities Litigation; Banking & Finance Litigation (2007-2017)
  • Designated Best Lawyers Litigation – Securities “Lawyer of the Year” in Cleveland (2013; 2017)
  • Cleveland’s “25 Top Women Lawyers” (2011; 2015; 2016) and Ohio’s “50 Top Women Lawyers” (2010; 2015; 2016) (by Ohio Super Lawyers)
  • Named to the Ohio Super Lawyers List (2004-2017)
  • Recognized as one of Cleveland Magazine’s”Top-Gun” trial lawyers
  • YWCA Career Woman of Achievement Award (1986)
  • “Leading Lawyer,” Inside Business Magazine (top 1% of Ohio attorneys) (2004-2011*) *2011 final year of survey
  • International Legal Professional of the Year (2004)
  • 2005 Breast Cancer Hero Award, Northern Ohio Breast Cancer Coalition Fund
  • Citation for Community Service, Cuyahoga County Board of Commissioners (2005)
  • “America’s Most Honored Professionals,” American Registry (2011-2014)
  • AV Preeminent® Peer Review Rated – Martindale-Hubbell®

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