Frank Taylor is a partner in the Minneapolis office of Lewis Brisbois and a member of the Complex Business & Commercial Litigation Practice.

He is admitted to practice in Minnesota, New York, Colorado, and Nebraska. Frank has deep and broad experience in complex financial markets litigation, class actions, regulatory investigations, enforcement proceedings, market conduct examinations, securities litigation and enforcement actions, and complex commercial litigation. He has led several unique financings. Frank compliments his practice by farming and ranching, using his hands on experience to better understand business and to help his agricultural, natural resources and water management law practice.  

Frank is a problem solver and a crisis manager. Frank believes he must listen to the client, fully understand the issues, work with the client to define its objectives and then achieve the client’s objectives, efficiently and cost effectively. As a crisis manager, Frank pulls together professionals from all relevant fields to work together as team to serve the client. 

Frank works with clients to avoid litigation and solve problems as soon as practically possible, usually after “sizing” the problem. In fact, some of Frank’s best “wins” are pre-litigation solutions, which cannot be publicized. If a problem must be solved through an adversary proceeding, Frank will solve the problem by trying the case! 

Frank is also a qualified mediator. He believes that mediation can help resolve disputes quickly and efficiently. 

Frank has served as lead trial counsel in more than 135 class actions and has tried more than 350 matters to verdict, judgment or award all 50 states before federal and state courts and arbitration forums. He has defended clients in some of the financial services industry's most significant cases. 

Frank has served the University of Iowa College of Law this past Fall Semester as an Adjunct Professor teaching the Principles of ESG. 

Frank’s clients include manufacturers of insurance products and annuities, registrants, broker-dealers, investment banks, private equity companies, fund managers, registered investment advisors, futures commission merchants (FCMs), hedge funds, issuers of collateralized obligations, manufacturers and issuers of financial instruments, real estate developments, businesses, and individuals. His successes have earned him the respect of his peers, clients and the financial services community:

Annuities and Life Insurance. Some of Frank’s more significant successes as lead trial counsel are in the annuities and life insurance space where he:

• Secured Orders of Dismissal of two federal class actions and one stalking horse action brought against a manufacturer in which the plaintiffs alleged total damages exceeding US$180 million arising from illegal premium financing schemes. Not only did the Court enter Orders of Dismissal, Frank obtained over US$3 million for the client through various proceedings, including two bankruptcy actions;  
• Obtained an Order of Dismissal, with prejudice, from the Western District of Missouri on a Fed.R.Civ.P. 12(b)(6) Motion that the McCarren-Ferguson Act barred RICO claims that an insurance manufacturer using "shadow insurance" improperly priced its annuity contracts. The Eighth Circuit affirmed. Frank was responsible for advocating and arguing application of McCarren-Ferguson. Over $35 billion contracts were at issue;
• Successfully resolved RICO class actions in the Middle District of California and the Superior Court for Los Angeles County, California in which the class representative alleged that the manufacturer and its agents improperly "taught" customers to "strip" equity from their homes to purchase equity indexed annuities the proceeds from which would pay the second mortgage. That did not happen. The federal action was dismissed on Fed.R.Civ.P. 12(b)(6) Motion, and the case was subsequently resolved in state court for a nominal amount. The resolution class consisted of approximately 33,000 members with over US$30 billion of in force contracts; 
• Successfully resolved in the Middle District of California a RICO class action of 88,000 members involving sales of annuities to suspect classes of individuals without proper disclosure of, among other things, surrender charges. The Class Plaintiff also alleged that the annuities were improperly "priced." In force contracts at issue were in excess of US$60 billion;
• Obtained Orders of Dismissal of three actions brought against three different manufacturers by a state attorney general alleging failure to disclose to the elderly and other suspect classes high surrender charges and other material facts. Frank used alternative dispute resolution processes that involved direct class member inquiries to establish that the facts were disclosed and the absent members of the putative classes were well-satisfied with the contracts. In one case, only three out of 15,000 annuitants complained and several hundred were highly complimentary of the manufacturer;
• Resolved the largest investigation brought by the NAIC/Market Action Working Group in which offers of rescission were sought of US$100 billion of in force contracts. The resolution became the “gold standard” of compliance and supervision and led to the implementation of ORSA.

Securities. Frank’s clients in the securities industry also have had excellent results. Here are some examples of Frank’s service: 

• Successfully defended the underwriter defendants in a securities class action in which the largest jury verdicts in history were rendered and 147 defendants were originally named. Frank obtained the only summary judgment granted by the Court for one of his defendant clients, avoided criminal prosecution of the target of the Department of Justice, and after six weeks of trial secured a settlement for his remaining clients that was less than a tenth of a percent of the smallest verdict;
• Successfully defended an underwriter of an oil and gas pyramid scheme that was the largest Ponzi scheme that had ever been discovered at the time; 
• Successful representation of a broker-dealer of securities that underwrote the sale of US$17 billion (adjusted) of interests in public and private oil and gas limited partnerships that returned only US$24 million (adjusted) of the total investments. Total resolution cost was under US$30 million (adjusted), with no sanctions. Forty-nine class actions and numerous individual "stalking horse" actions were filed around the country. Many state and federal regulatory and self-regulatory investigations were brought. All were successfully defended with no sanctions or penalties levied against the firm, its executives or registered representatives;
• After six weeks of FINRA hearing, obtained an appropriate respondents’ award for a broker-dealer and its registered representative in an action brought on behalf of the minor children and incapacitated adults of a Native American Tribe for unsuitable and unauthorized trades. Alleged damages were US$90 million;  
• Frank has deep experience in options trading cases and has secured respondent awards in cases involving claims of unauthorized trading of naked puts on the margin, and the improper and unauthorized use of butterflies, strips, straddles and other strategies. Most recently, he obtained a Respondents’ award in a FINRA arbitration in which a 67-year-old claimant alleged that he suffered more than US$5 million in losses from the unauthorized writing of naked puts, which, when the underlying securities were assigned, were covered by margin calls;
• Many successful defenses of class actions brought against registrants, broker-dealers and individuals in price drop, cooked book and misrepresentations/omissions brought under the ’33 and ’34 Acts; cases of first impression as to arbitrability; short swing profit disputes under Section 16; breach of contract claims in company share purchases; hedge fund, direct investment and private equity issues; sales by unregistered individuals; suitability and compliance issues; breakdown or lack of compliance controls within a firm; theft by officers; insider trading; market manipulation; front-running; Ponzi schemes; and ERISA actions.

Frank has a number of influential "firsts", including assisting in the creation of the first derivatives program and the first investment advisory program offered by a Wall Street firm. 

Frank led the first roll-up of limited partnership interests into a publicly-traded master limited partnership. He led the first registration of a sponsor’s publicly traded common stock issued from the conversion of limited partnership interests and limited liability company interests. The issuance of the common stock was the settlement of several class actions brought against the sponsor for alleged malfeasance in the sale of partnership interests to the investing public. These are some of the examples where Frank acted proactively and creatively to resolve disputes.  

Frank is regularly called upon to advise companies with respect to insider trading matters, insider-trading policies, the disposition of surplus funds held as paid-in capital, suspected violations of conflict of interest policies and other internal investigations. For example, he led the investigation into possible market manipulation and front-running through options trading by the president of a captive broker-dealer of a major insurance product manufacturer. The matter was successfully resolved without regulatory intervention and without litigation being filed by the manufacturer’s competitor whose stock was allegedly manipulated by allegedly false statements made through social media and Yahoo Finance.   

Commodities.

Frank has worked with and defended Futures Commodities Merchants in litigations and regulatory investigations, including the largest commodities fraud case to date. 

General Practice.

Frank does not limit his practice to financial services, as he believes good lawyers improve their skills by learning from other substantive areas. He has deep knowledge and has achieved excellent results in these areas: 

• Agriculture Law; 
• Antitrust;
• Cybersecurity;
• General Commercial Litigation;
• Condemnation;
• Construction;
• Directors and Officers Liability;
• Environmental Issues;
• Labor and Employment;
• Land use;
• Natural Resources;
• Mining;
• Real Estate;
• Water Law. 

Non-Legal Service

Publications

Membership & Activities

Professional Presentations

Frank is a frequent lecturer for continuing legal education programs:

• Minnesota CLE presents “ESG and Boards in the US, EU and UK”, March 3, 2022;
• Association of Corporate Counsel presents  “Diversity, Equity and Inclusion Considerations in Engaging and Working with Outside Counsel”, Minneapolis, MN, December 7, 2021; 
• Association of Corporate Counsel presents  “ESG Isn’t Coming; It’s Here! Are You Ready?”, June 23, 2021; 
• Association of Corporate Counsel presents  "A Call to Action: Inclusion in the Workplace Starts with You," Minneapolis, MN, January 31, 2020;
• Upper Midwest Financial Services Disputes and Enforcement Forum, October 4, 2019; attended by 135 people; 
• Upper Midwest Securities Litigation and Enforcement Forum, April 2017;
• Co-presenter, "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 Presentation on the Department of Labor Fiduciary Duty Rule, January 2017;
• Presentation on the Department of Labor Fiduciary Duty Rule, October 2015;
• "Variable Annuities and Other Insurance Products," NSCP National Membership Meeting, September 1, 2015.

Admissions

• State Bar Admissions
  • Colorado
  • Iowa
  • Minnesota
  • Nebraska
  • New York
• State Supreme Courts
  • Minnesota Supreme Court
• United States District Courts
  • United States District Court for the District of Arizona
  • United States District Court for the District of Colorado
  • United States District Court for the Southern District of Iowa
  • United States District Court for the District of Minnesota
  • United States District Court for the District of Nebraska
  • United States District Court for the Southern District of New York
• United States Bankruptcy Courts
• United States Courts of Appeals
  • United States Court of Appeals for the Sixth Circuit
  • United States Court of Appeals for the Eighth Circuit
  • United States Court of Appeals for the Tenth Circuit
  • United States Court of Appeals for the Eleventh Circuit
• United States Supreme Court
• Other Admissions
  • United States Tax Court
  • United States Court of Federal Claims

Associations

• Colorado State Bar
• Iowa State Bar (inactive)
• Minnesota State Bar 
• Nebraska State Bar
• New York State Bar
• Association of the Bar of the City of New York
• Federal Bar Council and the American Life Insurance Council
• American Bar Association

Awards & Honors

• Litigation Star, Benchmark Litigation
• Chambers USA
• Minnesota Super Lawyers, every year since inception
• Who's Who in America
• Leading American Attorney
• Martindale-Hubbell, Preeminent Rating
• North Star Lawyer, Minnesota State Bar Association
• The Best Lawyers in America, Best Lawyers
• Best Lawyers - Mass Tort Litigation / Class Actions – Defendants, Best Lawyers, 2022 – 2023
• Best Lawyers - Consumer Law, Best Lawyers, 2023
• Litigation Star, Benchmark Litigation, 2023

Education

University of Iowa College of Law

Juris Doctor, with distinction

• Notes and Comments Editor for the Iowa Law Review
• Research Associate

William Mitchell College of Law

Former adjunct professor teaching Securities Regulation

University of Iowa

Bachelor of Arts, with distinction, with honors 

• Double major after three years of study
• Phi Beta Kappa

Representative Matters

• Obtained a Respondents’ award in a FINRA arbitration brought claimant/customer who claimed that the respondents, a broker-dealer and its former registered representative, engaged in unauthorized trading in the writing of naked puts on the margin. The claimant/customer asked for compensatory damages of US$3 million, punitive damages of US$1 million, plus interest, plus costs and attorney fees of 35% of any award; 
• Obtained Order of Dismissal of two class actions alleging improprieties in the sale of whole life insurance policies through an illegal premium financing scheme and obtained recovery of some US$3.5 million for the defendants in the class action;
• Obtained an Order of Dismissal, with prejudice, from the Western District of Missouri on a Fed.R.Civ.P. 12(b)(6) Motion that the McCarren-Ferguson Act barred RICO claims that an insurance manufacturer using "shadow insurance" improperly priced its annuities and other contracts. The Eighth Circuit affirmed; 
• Successfully resolved RICO class actions in the Middle District of California and the Superior Court for Los Angeles County, California in which the class representative alleged that the manufacturer and its agents improperly "taught" customers to "strip" equity from their homes to purchase equity indexed annuities. The federal action was dismissed on Fed.R.Civ.P. 12(b)(6) Motion, and the case was subsequently resolved in state court. The resolution class consisted of approximately 33,000 members;
• Successfully defended an action brought in California state court by a 74-year-old blind man who mortgaged his home to purchase a deferred annuity. This was a "stalking case" that was resolved in such a manner as to preclude additional cases, particularly class actions.
• Successfully resolved in the Middle District of California a RICO class action of 88,000 members involving the sales of annuities to suspect classes of individuals without proper disclosure of, among other things, surrender charges. The Class Plaintiff also alleged that the annuities were improperly "priced”;
• Managed opt-out litigation from a class settlement involving alleged vanishing premiums. There were approximately 35,000 opt-out claims;
• Obtained dismissal, with prejudice, on statute of limitations grounds, claims that an insurance company committed fraud and violated others laws by churning annuities. The Tenth Circuit affirmed the dismissal;
• Lead trial counsel in the successful dismissal and settlements of actions brought in Mississippi federal and state courts involving alleged forgery by an insurance company's agent to obtain insurance proceeds;
• Successful prosecution of alleged agent misconduct through an illegal premium financing scheme, resulting in the recovery of ill-gotten gains. The matter also involved the successful representation of the manufacturer in one hundred state regulatory and criminal investigations;
• Successful defense of a class action brought against a manufacturer by agents who alleged that the manufacturer improperly "clawed back" some US$60 million in commissions and bonuses. The matter was resolved without any payment by the manufacturer in settlement;
• Successful 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;
• Successfully resolved class actions involving the selling of viaticals, including follow-on Ponzi scheme cases. These are the largest class actions in the viatical space; 
• 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. Frank obtained the first Respondent award in any case brought by the leading claimants’ firm in "selling away"/Ponzi scheme actions;
• Successful representation of the target of the largest multi-state market conduct examination brought to date. Monetary sanctions were de minimus and led to, among other things, adoption of ORSA, enhanced compliance and supervisory functions including dashboard systems that became the industry’s “gold standard”;
• Successfully defended several actions brought by a state attorney general against annuity manufacturers 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. Frank used surveys to obtain excellent sales data that was instrumental in rebutting the state's allegations and ultimately resolving the matters through alternative dispute resolution supervised by the state courts;
• Led investigation into the alleged misconduct of senior leaders of a financial institution's third party distribution channel who created sham corporations to convert fees and commissions owed the insurance company for their own use. Achieved client's objectives through dismissal of the individuals from employment and successful prosecution of civil litigation and defense victory of the wrongful termination actions;
• Participated in the liquidation of the then largest failure of a manufacturer of an annuity manufacturer, Baldwin United;
• Successful representation in class actions brought against the largest underwriter of third party sales of Baldwin United annuities. As part of the pre-engagement diligence, the underwriter identified the ten reasons why Baldwin United will fail;
• Representation of the principals of Executive Risk in various federal and state investigations into the use of insurance as part of leveraged buyout transactions;
• Several successful appearances before the New York Department of Insurance;
• Successful representation before various state insurance commissioners; 
• Negotiated and drafted agreements for a private equity firm to manage an insurance company's portfolio to continue after the private equity firm sold the insurance company;
• Successful resolution of several coverage disputes;
• Negotiated and drafted agreements with third party broker-dealer to market, sell and settle securities and insurance products;
• Participation in Reg BI and Rule 151 challenges; 
• Lead trial and liaison counsel for the Investment Banker Defendants in the largest securities case tried to a jury to date. Obtained the only summary judgment for a defendant and settled the remainder of the claims after six weeks of trial for mid-six figures that approximated 0.01% of the smallest verdict. Successfully represented a principal of one broker-dealer who was also a "target" of the FBI investigation and against whom no charges were brought; 
• Successful representation of a broker-dealer of securities who underwrote the sale of US$17 billion (adjusted) of interests in public and private oil and gas limited partnerships that returned US$24 million of the investments. Total resolution cost was under US$30 million, with no sanctions. Forty-nine class actions and numerous individual "stalking horse" actions were filed around the country. Many state and federal regulatory and self-regulatory investigations were brought. All were successfully defended with no sanctions or penalties levied against the firm, its executives or registered representatives;
• Successfully defended actions brought against the second largest wholesaler of interests in Petro-Lewis Corporation and its limited partnership interests. When adjusted for the time value of money, Petro-Lewis is regarded as the fourth largest securities case brought in the United States and one of the largest Ponzi schemes; 
• Successful representation of the broker-dealer that underwrote the sale of US$250 million of tax credit securities issued by Citi-Equities Group, the proceeds from which were to finance low income housing. This was Ponzi scheme. The perpetrator of the scheme was convicted on forty-five counts of mail and wire fraud and sentenced to 293 months in federal prison under the Kingpin Statute. The broker-dealer was the target of state and federal class actions, numerous arbitrations and several state and federal regulatory investigations. Total cost of resolution was less than US$2 million and no sanctions were imposed. This was the largest tax credit litigation in the United States;
• Representation of various entities involved in WorldCom; 
• Successful white collar representation of a target in the one of the largest Department of Justice RICO actions for alleged state sales tax violations. The United States alleged that the failure to pay state sales taxes constituted mail and wire fraud under RICO. One target was convicted, sentenced to two years in federal prison and ordered to pay US$60 million in fines. Frank’s client was not prosecuted. The defense was predicated upon a Consent Decree with the Department of Justice involving the licensing of the Xerographic process; 
• Lead trial counsel that successfully prosecuted a RICO claim brought by a broker deal against a customer that "bounced" US$48 million in checks to cover a margin call and then arranged a worthless financing scheme to "cover" the loss;
• Successful representation of holders of Capital Credits in the country's largest agricultural cooperative in which the Colorado federal court defined capital credits as securities and the members of the class received full redemption value of the Capital Credits and all costs and attorneys' fees;
• Secured dismissal on Rule 12(b)(6) Motion of an action brought under Section 16(b) of the Exchange Act for alleged improper short swing profits; 
• Lead trial counsel to the registrant in the first Eighth Circuit decision interpreting the scope of Section 16(b). Successfully defended the claim, obtaining summary judgment from the trial court after appeal;
• As lead trial counsel, obtained the dismissal, on Fed.R.Civ.P. 12(b)(6) Motions, of many 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;
• Successfully defended a putative class action brought in connection with the acquisition of a publicly traded company by private equity;
• Obtained dismissals of two class actions – one on Motion, the other on a disclosure only basis settlement – brought because of allegedly poor valuation of the acquisitions of bank holding companies by other bank holding companies.;
• Lead trial counsel in the successful representation of a publicly traded company in 17 class actions brought in four jurisdictions;
• Lead trial and coordinating counsel in several MDL actions; 
• Successful representation of a broker-dealer of securities that underwrote the sale of interests in private oil and gas partnerships that were largely worthless;
• 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, which was an Indian pharmaceutical company;
• Resolved 30 customer complaints in arbitration, three state securities investigations, led by the Commonwealth of Virginia, and an SEC investigation relating to the loss of US$100 million in accounts managed without the grant of discretion by the customers to a registered representative who improperly held himself out as an affiliate of an RIA and took discretion. No sanctions were levied and the total case resolution cost was less than 1.2 percent of actual losses. Obtained several respondents’ award. One of the claimants sold gumballs to pay for food;
• Settlement of a FINRA investigation into record keeping violations by one of the largest independent contractor broker-dealers. FINRA had threatened severe sanctions, including expulsion. This is one of the largest settlements with FINRA; 
• Successful defense of a suitability claim brought against large financial institution and its captive broker-dealer by the minor children and incapacitated adults of a Native American Tribe against a global financial services organization. Award was well within tolerance limits and less than settlement offers;
• Representation of a broker-dealer that obtained a judgment against a wealthy Saudi arms dealer for losses suffered in a margined options trading account and who did not satisfy the judgment. The arms dealer sued the broker-dealer in Saudi Shia court arguing that options trading was gambling and prohibited by Sharia law. The Saudi court agreed; entered judgment against the broker-dealer, the branch office manager and assistant branch office manager; and ordered punishment under Sharia Law. The matter was successfully resolved in the US courts;
• After hearing, obtained award for a broker-dealer accused of failure to supervise a registered representative who took discretion of the account of an octogenarian suffering from dementia who had losses well into the eight figures from options trading;
• Resolution for a large broker-dealer of problems associated with a senior leader who posted 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;
• Obtained substantial award for a broker-dealer against a customer who incurred large losses in options trading;
• Successful resolution for a broker-dealer of disputes in the Pacific Northwest in which over US$100 million was lost through a seminar marketing scheme;
• Lead trial counsel for a large financial institution and its captive broker-dealer in the successful defense of a class action, bankruptcy clawback proceedings and 250 arbitrations brought in Michigan arising out of a massive Ponzi scheme involving the Ed May Deals. This was the largest Ponzi scheme at the time; 
• Led the first roll up of private limited partnerships into a publicly traded master limited partnership as a way to work out litigation;
• Led the roll up of publicly traded equity securities and privately held limited partnerships into one publicly traded entity;
• Obtained a significant award in raiding case that Registered Representative magazine described, at the time, as the largest and most wide-ranging awards rendered in such a case. Dumpster diving was used to obtain the critical evidence; 
• Successful defenses of raiding claims;
• Counsel for a promoter of one of the largest commodities fraud actions brought in the United States. Civil and criminal actions were dismissed;
• Successful workout of the failure of a large Embassy Suites franchise chain financed through Section 103(b) of the Internal Revenue Code. The workout was pre-litigation and neither litigation nor bankruptcy was filed;
• Successful workout of failed holdings by the largest developer of commercial office buildings in the Upper Midwest. The workout was pre-litigation and neither litigation nor bankruptcy was filed;
• 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;
• 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. Although a US$1 billion jury verdict was rendered in the trial court, the price of uranium dropped during appeal, resulting in the payment of US$500 million to our client by the "successful" plaintiff. Our client appealed the verdict, the other side did not, which created the verdict arbitrage opportunity;
• Special state's attorney to counties in connection with property valuation issues;
• Successful trial results in property valuation;
• Trial counsel in condemnation and land use actions;
• Trial counsel in the condemnation of property in which the condemnee received, at the time, the largest jury verdict in Nebraska;
• Represented farmers and ranchers who were allegedly 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;
• Successful representation of a minority shareholder in the break-up of the country's largest purebred Angus cattle company;
• Workout of agriculture loans for financial institutions during the agricultural crisis of the 1980's;
• Global representation of and international coordinating counsel for a large financial institution in connection with disaster planning for the Y2K potential crisis;
• Counsel to the CEO of an automobile dealership chain in connection with the CEO's acquisition of interests in the dealerships;
• Dismissal of a state’s efforts to apply the Water’s Edge Doctrine to tax all earnings of a world-wide partnership;
• Assisted with the appeal of an adverse jury verdict involving the gyroscope used in aircraft that led to a successful resolution of the claims that were heard in the Middle District of California.