Geoffrey J.Ritts (Geoff)

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Cleveland + 1.216.586.7065

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Geoff Ritts focuses on defending corporations, officers, and directors in securities, shareholder, and derivative litigation. He also counsels boards on governance issues. Chambers describes Geoff as "an excellent strategic thinker" and "insightful, practical and a leader who is also a team player." The Legal 500 US called him a "strong all-round litigator" who "makes himself available and is great to work with." In 2023, BTI Consulting named Geoff a "Client Service All-Star."

Geoff represented a top 10 bank in securities, derivative, and ERISA (Employee Retirement Income Security Act) lawsuits arising from the subprime mortgage crisis. He represented a major financial institution in multidistrict litigation (MDL) relating to the Bernard Madoff scandal. Geoff has represented many public companies in securities cases where courts dismissed complaints under the Private Securities Litigation Reform Act. Representative clients in public matters include Conagra Brands, KeyCorp, U. S. Steel, Goodyear, Verizon Communications, FirstEnergy, Macy's, Cardinal Health, Cleveland-Cliffs, and Erie Indemnity.

Geoff has served as an adjunct professor at Case Western Reserve University School of Law, teaching complex litigation. He is a faculty member at the Practicing Law Institute's annual securities litigation conference. Geoff coauthored a treatise on complex litigation in state courts (Statewide Coordinated Proceedings: State Court Analogues to the Federal MDL Process) and has written numerous articles on securities law and class actions, in publications such as Litigation magazine, National Law Journal, Journal of Corporation Law, and Defense Law Journal. Geoff has been invited to testify before the Ohio Legislature on class actions. He is a trustee of the Lake Erie Council of the Boy Scouts of America.

Experiencia

  • Conagra wins affirmance of dismissal of securities class action in the Seventh CircuitIn May 2022, the U.S. Court of Appeals for the Seventh Circuit affirmed the dismissal of a securities class action brought against Jones Day client Conagra Brands, Inc.
  • Cooper Tire & Rubber wins dismissal of securities class action, and Third Circuit affirmsJones Day, on behalf of Cooper Tire & Rubber Company and certain officers and directors, prevailed in a securities class action arising out of a terminated merger transaction.
  • GrafTech directors win dismissal of claims challenging share buyback transaction with its controlling stockholderJones Day successfully defended directors of GrafTech International, Ltd. in shareholder derivative litigation challenging GrafTech's $250 million buyback of stock from its then-controlling stockholder.
  • Dismissal of shareholder challenge to Lubrizol's $9.7 billion merger with Berkshire Hathaway upheld on appealJones Day represented the board of directors of The Lubrizol Corporation in class-action and derivative litigation challenging the company's merger with Berkshire Hathaway, Inc., in a transaction valued at approximately $9.7 billion.
  • Current and former directors of The Goodyear Rubber & Tire Company obtain dismissal of shareholder derivative actionJones Day successfully defended current and former directors and officers of The Goodyear Rubber & Tire Company in a shareholder derivative lawsuit.
  • U.S. Steel directors win dismissal with prejudice of Section 14(a) claimsJones Day successfully defended current and former directors and officers of the United States Steel Corporation in a shareholder derivative lawsuit filed in the Western District of Pennsylvania.
  • Board committee of major technology company investigates shareholder demand and formulating recommendationsJones Day advised a board committee of a major technology company in its investigation of a shareholder litigation demand asserting claims of personal misconduct by a senior leader and of mishandling of whistleblower reports relating to the alleged misconduct.
  • Brookdale Senior Living and certain of its officers successfully defend against claims in securities class actionJones Day successfully defended Brookdale Senior Living Inc. and certain of its officers in securities class action litigation in which plaintiffs alleged misstatements regarding the company's staffing practices and regulatory compliance.
  • Fortune 50 telecommunications company defends securities class action related to lead-sheathed telephone cablesJones Day is defending a Fortune 50 telecommunications company and its senior leaders in a securities class action that was filed after The Wall Street Journal published a series of articles about the historic use of lead-sheathed cables in the telephone industry.
  • Hertz involved in short-swing trading case brought against its controlling shareholdersJones Day is representing Hertz in a short-swing trading case brought under Section 16(b), in which a shareholder is seeking disgorgement of alleged trading profits received by Hertz's controlling shareholders.
  • GrafTech and its senior leaders defend securities class action alleging misstatements relating to plant shutdown in MexicoJones Day is defending GrafTech and its senior leaders in a securities class action alleging misstatements about the temporary shutdown of a key manufacturing facility in Mexico.
  • Directors of Erie Indemnity Company prevail in Third Circuit against class-action and derivative lawsuit claims of improper service charges levied upon policyholdersJones Day successfully represented the directors of Erie Indemnity Company, a large automobile, property, and casualty insurer, in a class action alleging breach of fiduciary duties by allowing the company to collect some $400 million in allegedly improper service charges from policyholders beginning in the late 1990s.
  • Diebold wins dismissal of securities complaint relating to merger with Wincor NixdorfJones Day obtained a court order dismissing the complaint in a federal securities class action against Diebold Nixdorf, Inc. and certain of its former officers and directors.
  • Ohio corporation obtains dismissal of shareholder lawsuits seeking inspection of books and records under Ohio statutory and common lawJones Day's client, FirstEnergy Corp., secured dismissal of lawsuits by beneficial shareholders seeking to inspect corporate books and records.
  • Brookdale Senior Living directors and officers defend against shareholder derivative litigationJones Day is defending directors and officers of Brookdale Senior Living Inc. in shareholder derivative lawsuits alleging violations of oversight duties relating to the company's staffing practices and disclosures.
  • Hertz directors defend against shareholder class action and derivative litigation arising from share buyback programsJones Day represents certain directors of Hertz Global Holdings, Inc. in a putative class action and shareholder derivative lawsuit arising from stock buyback programs that resulted in Hertz's largest stockholders becoming majority stockholders.
  • FirstEnergy officers and directors defend against claims in securities class action and related opt-out casesJones Day defends certain current and former officers and directors of FirstEnergy Corp. in a securities class action and two related opt-out actions.
  • Shiloh Industries wins dismissal of securities fraud class-action lawsuit filed in aftermath of accounting restatementJones Day won a dismissal of a securities class-action lawsuit, prior to any discovery taking place, against Shiloh Industries, Inc., its CEO, and CFO arising from an accounting restatement in 2015 that caused its stock price to plunge.
  • Cardinal Health secures dismissals of multiple shareholder derivative lawsuits in state and federal courts, and affirmance of dismissal by Sixth CircuitJones Day represented directors and officers of Cardinal Health, Inc. in multiple shareholder derivative actions (dismissed and affirmed on appeal), books-and-records requests, and shareholder demands arising from enforcement actions taken against the company by the Drug Enforcement Administration.
  • KeyCorp defends class actions alleging securities fraud and ERISA violations arising out of investments related to Bernard MadoffJones Day defended KeyCorp and an affiliate that managed a family of funds-of-hedge-funds against class actions arising out of the Bernard Madoff scandal.
  • Cliffs Natural Resources prevails in ERISA stock-drop putative federal class actionJones Day prevailed in a class action alleging breaches of fiduciary duty under ERISA on behalf of Cliffs Natural Resources Inc. and certain of its current and former officers and employees.
  • Diebold securities litigation dismissal upheld by Sixth CircuitJones Day represented Diebold and a group of its current and former officers and directors, which had been sued in a shareholder class action (dismissed and affirmed on appeal) under federal securities law for allegedly making false statements about the status and prospects of Diebold's businesses.
  • Cliffs Natural Resources prevails in bondholder class actionJones Day represented Cliffs Natural Resources Inc. in a bondholder class action challenging a voluntary debt exchange offer that Cliffs Natural Resources conducted in early 2016.
  • Corporate executive prevails before Sixth Circuit in short-swing trading caseJones Day represented the CEO of a publicly-traded steel company in a case under Section 16(b) of the Securities Exchange Act that sought disgorgement of alleged profits from short-swing trading.
  • KeyCorp affiliate defends claims relating to insolvent multi-employer group self-insurance trustsJones Day is representing an affiliate of KeyCorp in two matters brought by the New York State Workers Compensation Board, relating to two insolvent multi-employer group self-insurance trusts that provided workers' compensation insurance to their members.
  • FirstMerit Corporation obtains dismissal of ERISA claims in 401(k) stock-drop litigationJones Day defended FirstMerit Corporation in an ERISA stock-drop class action relating to the offering of company stock as an investment option in a predecessor bank's 401(k) plan.
  • Manufacturing company responds to shareholder demand relating to CEO's incentive compensationJones Day advised the board of a manufacturing company in its response to a shareholder demand that alleged the company's CEO received excessive incentive compensation that violated the terms of a shareholder-approved plan.
  • KeyCorp obtains dismissal of shareholder derivative complaintOn November 29, 2011, the U.S. District Court for the Northern District of Ohio dismissed a shareholder derivative action against certain current and former officers and directors of KeyCorp, relating to liabilities the company incurred as a result of litigation with the IRS regarding cross-border leveraged-lease transactions.
  • Axsys Technologies defeats motion in shareholder class action to enjoin merger with General DynamicsJones Day represented officers and directors of Axsys Technologies, Inc. in a shareholder class action seeking to enjoin the acquisition of Axsys Technologies, Inc. by a wholly-owned subsidiary of General Dynamics Corporation.
  • Multiple public companies respond to shareholder demands alleging violation of SEC whistleblower-protection rulesJones Day advised the boards of directors of multiple public companies in responding to shareholder demands alleging violation of SEC whistleblower-protection rules.
  • National City Bank resolves securities, derivative, and ERISA litigation arising from dislocations in credit and real-estate marketsJones Day represented National City Corporation (subsequently acquired by PNC)  and a group of its current and former officers and directors in a number of related cases arising out of the dislocations in the real-estate and mortgage markets in 2007 and 2008.
  • Macy's obtains dismissal of securities class actionJones Day won dismissal of a shareholder class action against Macy's, Inc. and its CEO and CFO arising out of a decline in Macy's stock price in spring 2007 after it announced disappointing sales results.
  • KeyBanc Capital Markets obtains dismissal of claims in shareholder class actionJones Day obtained a dismissal of all claims against KeyBanc Capital Markets Inc. in a shareholder class action in the Delaware Court of Chancery.
  • Cliffs Natural Resources and its directors defend shareholder challenges to actions in face of proxy fight for corporate controlJones Day defeated a motion for preliminary injunction and secured dismissal of claims of proxy violation and breach of fiduciary duty in a proxy contest on behalf of Cliffs Natural Resources Inc. and its directors.
  • May Department Stores defeats plaintiff's motion for class certification and obtains dismissal of shareholder litigationJones Day represented May Department Stores Company and its former directors in a lawsuit (class certification denied) attacking the 2005 merger between Federated Department Stores (now known as Macy's Inc.) and May Department Stores.
    •

    NOVEMBER 2024 Alert

    United States Supreme Court to Hear Two Securities Cases This Term

    APRIL 2024 Alert

    U.S. Supreme Court Bars Liability for "Pure Omissions" Under Section 10(b) of Securities Exchange Act

    March 2024 Commentary

    Court of Chancery Applies Entire Fairness Standard to Conversion of Delaware Corporation to Nevada Corporation

    February 2024 White Paper

    2023 Securities Litigation Year in Review

    September 2023 Alert

    Court Grants Starbucks Corporation's Motion to Dismiss Advocacy Group's Complaint Targeting DEI Initiatives

    AUGUST 2023 Commentary

    Second Circuit Provides Valuable Guidance on Application of the Supreme Court's Price-Impact "Mismatch" Framework

    AUGUST 2023 Commentary

    Federal Court Grants the SEC Limited Access to the Identities of Law Firm Clients Impacted by a Cyberattack

    AUGUST 2023 Commentary

    Delaware Chancery Requires Supplemental Disclosures Be "Material" for Mootness Fee Awards

    June 2023 Alert

    Supreme Court: Even in a Direct Listing, Section 11 Requires Plaintiffs to Trace Shares to Registration Statement

    March 2023 Alert

    SEC Fines Company $3 Million for Allegedly Misleading Cyberattack Disclosures
    Ver todo el conocimiento

    Publicaciones adicionales

    • Statewide Coordinated Proceedings: State Court Analogues to the Federal MDL Process, 1st edition (Andrews Publications 2003) and 2nd edition (West Publications 2004) (with Mark Herrmann and Katherine Larson)

    • “Federal Forum Provisions for Ohio Corporations,” Capital University Law Review, 49 Capital L. Rev. (2021) (with Marjorie P. Duffy and Sam Lioi)
       
    • “The Validity of Litigation-Reform Bylaws in Ohio,” University of Toledo Law Review, 49 U. Toledo L. Rev. 27 (2017) (with Brandon Mordue)
       
    • “Updating Ohio’s Class Action Rules After More Than 40 Years,” 62 Cleveland State Law Review 189 (2014) (article became basis for proposed rewrite of Ohio Rule of Civil Procedure 23, as adopted by Ohio Supreme Court in 2015)
       
    • “Comment on the Use of ‘Cy Pres’ In Class Actions in Ohio,” 37 Ohio Northern Univ. Law Review 367 (2011)
       
    • “Creating Mini-MDL Statutes,” Litigation, vol. 32, no. 1 (Fall 2005) (with Mark Herrmann and Brian Ray)
       
    • “Is Ohio Missing A Multidistrict Litigation Statute?” Ohio Lawyer, (May/June 2004) (with Mark Herrmann)
       
    • “New York Adopts Procedures For Statewide Coordination Of Complex Litigation,” New York State Bar Journal, vol. 75, no. 8 (Oct. 2003) (with Mark Herrmann)
       
    • “Statewide Proceedings,” National Law Journal (Oct. 13, 2003) (with Mark Herrmann)
       
    • “Get Ready For The New Texas MDL Statute,” Texas Lawyer (Sept. 1, 2003) (with Mark Herrmann and Ryan J. McNeel)
       
    • “Preemption and Medical Devices: A Response to Adler and Mann,” 51 Food & Drug Law Journal 1 (1995) (with Mark Herrmann)
       
    • “Basic Truths: The Implications of the Fraud-on-the-Market Theory for Evaluating the ‘Misleading’ and ‘Materiality’ Elements of Securities Fraud Claims,” 20 Journal of Corporation Law 571 (1995) (with John M. Newman, Jr. and Mark Herrmann)
       
    • “Professional Responsibility and the Conflict of Laws,” 18 Journal of the Legal Profession 17 (1993) (republished at 44 Defense Law Journal 63 (1995))

    • April 29, 2024
      Securities Litigation 2024: From Investigation to Trial (segment on "Ethical Issues in Complex Securities Litigation"), Practicing Law Institute
    • April 7, 2022
      Issues for Audit Committees, Jones Day's Midwest Directors' Summit
    • March 28, 2022
      Securities Litigation 2022: From Investigation to Trial, Practicing Law Institute
    • March 29, 2021
      Securities Litigation 2021: From Investigation to Trial, Practicing Law Institute
    • December 4, 2018
      Smart Communications and Recordkeeping Practices for Directors, Jones Day CLE Academy
    • April 12, 2018
      Director Liability and Insurance Issues, Jones Day's Midwest Directors' Summit
    • April 4, 2018
      PLI's Securities Litigation 2018: From Investigation to Trial
    • November 7, 2017
      2017 Jones Day Speaker Series: Current Trends in Securities Litigation and Enforcement
    • April 5, 2017
      PLI's Securities Litigation 2017: From Investigation to Trial
    • November 29, 2016
      Directors and Officers in the Crosshairs: Trends in Securities and Shareholder Litigation
    • April 20, 2016
      Securities Litigation 2016: From Investigation to Trial, Practicing Law Institute
    • December 8, 2015
      Developments in Securities and Shareholder Litigation, Jones Day CLE Academy
    • November 19, 2015
      "SEC Enforcement," RR Donnelley SEC Hot Topics Institute
    • June 13, 2014
      2014 Speaker Series: When Complaints Reach the Board: Bench and Bar Perspectives on Internal Corporate Investigations, the Use of Special Committees, and Judicial Oversight of Board Investigations
    • May 2011
      How Personal Is Your Risk? Directors' and Officers' Liability and Securities Litigation Update, sponsored by Wells Fargo Insurance Services
    • December 2010
      Updates on the Attorney-Client Privilege and Work Product Protection, presentation to Aon Corp. Legal Department
    • December 2010
      Cy Pres in Class-Action Settlements, Continuing Legal Education Seminar
    • May 2010
      Testimony to Ohio House of Representatives on class-action legislation
    • November 14, 2008
      Advanced Federal Practice Seminar, Federal Bar Association, Northern Ohio Chapter
    • December 2007
      Developments in Securities and Shareholder Litigation, Continuing Legal Education seminar for Jones Day clients
    • December 2006
      Defending Parallel Civil and Criminal Proceedings, Cleveland Bar Association White-Collar Crime Institute
    • May 2006
      Attorney-Client Privilege Issues for Inside Counsel, Federated Department Stores Legal Department
    • April 2006
      Developments in Class Action and Multidistrict Litigation, Cleveland Marshall College of Law
    • March 2006
      Securities Litigation and Directors and Officers Insurance, seminar sponsored by Aon Corporation
    • October 20, 2005
      Company Stock Funds:  How to Minimize the Risks, seminar for clients and members of Jones Day's Employee Benefits & Executive Compensation Practice
    • 2003-present
      Complex Litigation, a two-credit, full-semester class for second- and third-year law students, instructor, Case Western Reserve University School of Law
    • March 2005
      Class Action Fairness Act of 2005, presenter, teleseminar for Jones Day clients
    • March 2005
      Securities Litigation Developments, D&O Insurance Market Trends Seminar, AIG/National Union
    • Tuesday, March 8, 2005
      Class Action Fairness Act
    • 2003
      Trial Advocacy Class, instructor, Cleveland State University, Cleveland-Marshall College of Law
    • December 2003
      Coordination of Mass Litigation in Federal and State Courts, Continuing Legal Education Seminar
    • October 2001
      Contacting Former Employees, Continuing Legal Education Seminar

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