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Frank Taylor

Partner

Frank Taylor

Minneapolis

T:+1 612 321 2214

Frank Taylor is a partner in the Minneapolis office. Frank has more than 40 years of experience in complex financial markets litigation, class actions, regulatory investigations, enforcement proceedings and market conduct examinations. He has defended clients in some of the financial services industry's most significant cases. To date, he has served as lead trial counsel in more than 135 class actions and has tried more than 350 matters to verdict, judgment or award in 42 states before federal, state and arbitration forums. Frank focuses his practice in counseling and representation of firms in various financial markets; complex litigation and arbitration in the financial markets; alternative dispute resolution; class action defense; regulatory investigations, enforcement proceedings and market conduct examinations; antitrust; and complex business disputes.

Frank is widely respected among major financial, investment and insurance companies throughout the United States. He has solid experience representing firms and individuals in enforcement proceedings brought by regulatory, self-regulatory and various state bodies; judicial actions brought by state attorneys general; and legislative actions. His clients include manufacturers of insurance products and annuities, registrants, fund managers, registered investment advisors, broker/dealers, futures commission merchants (FCMs), hedge funds, issuers of collateralized mortgage obligations (CMOs), and manufacturers and issuers of financial instruments.

Frank has extensive experience defending claims against manufacturers of annuities and life insurance. These matters include the successful defense, upheld on appeal, of a putative class action involving the use of shadow insurance, the successful defense of a putative class action challenging the use of home equity to purchase equity indexed variable annuities, successful defense of putative class actions involving the sales of annuities to suspect classes and the successful representation in attendant state and multi-state investigations. 

Frank has handled many complex financial services litigations. These include: class actions involving shadow insurance, use of home equity proceeds to purchase equity indexed annuities, sales of annuities and insurance contracts to suspect classes, class actions defending registrants or underwriters in price drop, cooked book and misrepresentation of transactions, cases of first impression in arbitrability of disputes, short swing profit disputes under Section 16, breach of contract in purchasing company shares, hedge fund and direct investment issues, sales by unregistered individuals, suitability issues related to the sale of insurance products, breakdown or lack of compliance controls within a firm, theft by officers, insider trading, front-running, Ponzi schemes, and ERISA.

Consequently, he has been influential in a number of "firsts" in this area, including assisting in the creation of the first derivatives program and the first investment advisory program offered by a Wall Street firm. He later successfully defended both firms in the first class actions and enforcement proceedings related to these programs. Frank was also the lead in the first roll-up of limited partnership interests into a master limited partnership, and the first registration of the conversion of limited partnership interests into publicly traded common stock.

Frank is regularly called upon to advise companies with respect to insider trading matters, insider-trading policies and the disposition of surplus funds held as paid-in capital.

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  • Education

    JD, with distinction, University of Iowa College of Law, 1977
    BA, with distinction, with honors, Phi Beta Kappa, University of Iowa, 1974

    At the University of Iowa College of Law, Frank served as editor for the Iowa Law Review. He is also a former adjunct professor for William Mitchell College of Law.

    Frank is admitted to practice in Minnesota, Iowa, Nebraska, and New York. He is also admitted to the following courts: U.S. District Court District of Arizona, U.S. District Court District of Minnesota, U.S. District Court District of New York, U.S. District Court District of Colorado, U.S. District Court District of Iowa, U.S. District Court District of Nebraska, U.S. District Court Southern District of New York, U.S. Court of Appeals 6th Circuit, U.S. Court of Appeals 8th Circuit, U.S. Court of Appeals 10th Circuit, U.S. Court of Appeals 11th Circuit, U.S. Court of Federal Claims, U.S. Tax Court, Minnesota Supreme Court and U.S. Supreme Court.

  • Representative experience
    • Defended insurance company in putative class action in which plaintiff alleged insurance company and its affiliates committed RICO conspiracy to falsely report their "shadow insurance" transactions to inflate the insurance company's financial condition. Obtained dismissal with prejudice on motion to dismiss before the district court, which held that claims were pre-empted by the McCarran-Ferguson Act. Dismissal was affirmed by the Eighth Circuit.
    • Obtained dismissal with prejudice on statute of limitations grounds of claims that insurance company committed fraud and deceptive practices involving the churning of annuities, and successfully defended the dismissal on appeal before the Tenth Circuit. Investigation into inadequate record retention of email communications.
    • As lead counsel, managed opt-out litigation throughout the United States.
    • As lead trial counsel, obtained a significant award in raiding case that Registered Representative magazine described as one of the largest and most wide ranging awards rendered in such a case.
    • Counsel to the CEO of an automobile dealership chain in connection with the CEO's acquisition of interests in the dealerships.
    • Obtained summary judgment in the last antitrust case brought to final judgment in the District of Minnesota, which was affirmed on appeal to the Eighth Circuit.
    • As lead trial counsel, obtained the dismissal, on Fed.R.Civ.P. 12(b)(6) Motions, of putative securities class actions brought under the Exchange Act, ERISA and state law because of the precipitous drop in the price of a registrant's common stock.
    • Counsel for a promoter of one of the largest commodities fraud actions brought in the United States.
    • Defended founder of a company accused of mail and wire fraud for failure to pay Minnesota sales taxes. No charges were filed. The other targets plead guilty and were sentenced to the federal penitentiary.
    • Dismissal on Rule 12(b)(6) Motion of an action brought under Section of the Exchange Act for alleged improper short swing profits. Donoghue v. Patterson Cos., 990 F. Supp. 2d 421 (S.D.N.Y. 2013).
    • Global representation in connection with disaster planning for the Y2K potential crisis.
    • Lead counsel in the defense of an action brought by an employer who improperly used annuities to fund retirement plans in violation of Section 419 of the Tax Code and ERISA, allegedly based upon the advice of the manufacturer.
    • Lead counsel in the representation of an insurance company before the New York Department of Insurance.
    • Lead counsel in the revision of an insurance manufacturer's revision of its suitability systems to comply with newly published and adopted regulations.
    • Lead investigation into the alleged misconduct of senior leaders of a financial institution who were suspected of creating sham corporations to convert fees and commissions owed the insurance company for their own use.
    • Lead trial and liaison counsel for the Investment Banker Defendants in the largest securities case tried to a jury.
    • Lead trial and regulatory counsel to a broker/dealer whose registered representative functioned as an unlicensed investment advisor.
    • Lead trial counsel for a defendant in the last major antitrust action heard in the District Court of Minnesota.
    • Lead trial counsel in the defense of a class action brought in California state court by a 74-year-old blind man who mortgaged his home to purchase a deferred annuity.
    • Lead trial counsel in the defense of a putative class action brought in connection with the acquisition of a publicly traded company.
    • Lead trial counsel in the defense of an action brought by the Minnesota Attorney General alleging that the sale of deferred annuities to seniors and other suspect classes was deceptive, violated consumer protection statues and the sales were not suitable.
    • Lead trial counsel in the defense of class actions brought in connection with the alleged misrepresentation and omission of material facts in connection with the issuance of $700 million of oil and gas limited partnerships interests.
    • Lead trial counsel in the representation of a broker/dealer that underwrote the issuance of securities issued by Citi-Equity Group in connection with the development of low income housing.
    • Lead trial counsel in the representation of farmers and ranchers who were denied due process in the issuance of an order by a state agency denying them the exercise of their water rights to irrigate their crops and water their livestock.
    • Lead trial counsel in the successful defense and resolution of a class action comprised of 99,000 elderly customers who held $29 billion of fixed deferred annuities brought against the manufacturer and distributor of the annuities.
    • Lead trial counsel in the successful defense of a broker/dealer accused of failure to supervise a registered representative who took discretion of the account of an octogenarian suffering from dementia.
    • Lead trial counsel in the successful defense of a class action securities claim brought against a publicly traded company, its principals and its largest shareholder: an Indian pharmaceutical company.
    • Lead trial counsel in the successful defense of a class action, bankruptcy clawback and 250 arbitrations brought in Michigan arising out of a massive Ponzi scheme involving the Ed May Deals.
    • Lead trial counsel in the successful defense of a suitability claim brought by the minor children and incapacitated adults of a Native American Indian tribe against a global financial services organization.
    • Lead trial counsel in the successful defense of actions brought in various different jurisdictions by individuals who opted out of a class action. All of the actions were dismissed on Motion.
    • Lead trial counsel in the successful defense of 14 claims tried in arbitration involving the sale of bogus promissory notes and viaticals in a Ponzi scheme.
    • Lead trial counsel in the successful dismissal and settlement of an action brought in Mississippi federal and state court involving alleged forgery by the insurance company's agent to obtain insurance proceeds.
    • Lead trial counsel in the successful representation of a publicly traded company in 17 class actions brought in four jurisdictions.
    • Lead trial counsel that successfully prosecuted a RICO claim against a customer that "bounced" $48 million in checks to cover a margin call and then arranged a worthless financing scheme to "cover" the loss.
    • Lead trial counsel to the registrant in the first decision in the Eighth Circuit interpreting the scope of Section 16(b) short swing profit statutory scheme. Successfully defended the claim, obtaining summary judgment from the trial court after appeal.
    • Negotiation and drafting of agreements with third party broker-dealer to market, sell and settle securities and insurance products.
    • Resolution of problems associated with senior leader posting disparaging information about a publicly traded competitor on a message board, while taking short position through naked options in the competitors' publicly traded common stock.
    • Successful defense of a raiding claim.
    • Successful representation of the target of a multi-state market conduct examination.
    • Trial counsel in an action brought to quiet title in the name of the exploratory partner in a joint venture to explore and develop uranium reserves in Texas.
    • Special counsel to counties in connection with property valuation.
    • Counsel in connection with action brought to quiet title to uranium interests.
    • Trial counsel in condemnation and land use actions.
  • Admissions
    • Iowa State Bar
    • Minnesota State Bar
    • Nebraska State Bar
    • New York State Bar
  • Rankings and recognitions
    • Litigation Star, Benchmark Litigation
    • Chambers USA
    • Minnesota Super Lawyers
    • Who's Who in America
    • Leading American Attorney
    • Martindale-Hubbell, Preeminent Rating
    • North Star Lawyer, Minnesota State Bar Association
  • Publications

    Frank has authored numerous articles related to the financial services industry.

    • "Variable Annuities and Other Insurance Products," NSCP National Membership Meeting, September 1, 2015
    • "Are Financial Instruments Issued by Cooperatives Securities? A Framework Analysis," Drake Journal of Agricultural Law, Vol. 5, No. 1
    • "Variable Annuities and Other Insurance Products," NSCP National
    • "The Issuance of Securities by Small and Growing Businesses: A Primer," William Mitchell Law Review; Vol. 22, No. 4
    • "Hedge Funds: Current Issues," NSCP National Membership Meeting, 2010
    • "Avoiding Litigation and managing Publicity for Compliance Officers," NSCP National Membership Meeting, 2009
  • Speaking engagements

    Frank is a frequent lecturer for continuing legal education programs.

    • Frank Taylor Co-Presents "Due Diligence in a Post-DOL World" at Financial Services Institute One Voice 2017, San Francisco, CA, January 23, 2017
    • Annual Upper Midwest Securities Litigation and Enforcement Forum
  • Memberships and activities
    • Securities Industry and Financial Markets Association, 1986-Present
      • Member, Compliance and Legal Division
    • Association of Life Insurance Counsel, Member
    • Association of the Bar of the City of New York, Member
    • Nebraska State Bar Association, Member
    • New York State Bar Association, Member
    • American Bar Association, Member
    • Association of Trial Lawyers of America, Member
    • New York State Trial Lawyers Association, Member
    • Federal Bar Council, Member
    • Various state and federal courts
    • The Sanneh Foundation, Chair
    • Youth Soccer Team, Manager
    • North Star Lawyer