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.

Experience

  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • Directors of Erie Indemnity win dismissal of fiduciary-duty lawsuit challenging its collection of over $3 billion in management fees from related entityJones Day won a dismissal on behalf of the directors of Erie Indemnity Company ("Indemnity") in a class action and derivative lawsuit brought by subscribers of Erie Insurance Exchange ("Exchange") alleging breaches of fiduciary duty.
  • 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.
  • 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.
  • Board of directors of Roper Technologies defend against shareholder derivative lawsuit challenging company's director and CEO compensationJones Day is defending the directors of Roper Technologies, Inc. in a shareholder derivative lawsuit alleging they caused the company to pay excessive compensation to the directors themselves, and to the company's former CEO.
  • 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.
  • Steel manufacturer and its current and former CEOs defend consolidated federal securities class actionsJones Day is defending a steel manufacturer and its current and former CEOs in consolidated federal securities class actions in which the plaintiffs allege that the manufacturer’s share price fell over 26 percent as a result of alleged corrective disclosures in April 2017.
  • 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.
  • 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.
  • FirstMerit wins dismissal of all claims in shareholder derivative lawsuits relating to compensation and adverse say-on-pay voteJones Day represented the board of directors of FirstMerit Corporation in a shareholder derivative action (dismissed) arising from compensation decisions and disclosures made in light of a negative result in the company's 2012 say-on-pay shareholder vote.
  • 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.
    • View All

    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

    March 2023 White Paper

    Your Company Has Been Sued for Securities Fraud—Now What?

    February 2023 White Paper

    2022 Securities Litigation Year in Review
    View All

    Speaking Engagements

    • 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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