Highly accomplished litigator Adrienne Ward crafts winning risk management strategies tailored to each client company’s and individual’s business needs in complex securities litigation and regulatory matters.
Adrienne’s expansive securities and regulatory law knowledge, financial industry acumen, credibility with regulators, sound judgment, and problem-solving skills help clients address a variety of challenges. Collaborative, practical, and cost-conscious, Adrienne distills complex information and issues into clear, precise strategies for clients and cogent arguments before regulators and in courts, often within extremely expedited timeframes.
Public and private companies and financial institutions, including broker-dealers, investment advisers, private funds, and equity crowdfunding platforms, and their employees depend on Adrienne in their civil litigation, SEC, state, SRO and internal investigations, and regulatory enforcement matters. Her litigation practice includes extensive experience in securities class actions, derivative claims, activist investor matters, and business and partnership disputes in state and federal court and arbitration proceedings. She also represents business entities in corporate governance matters, white-collar defense, and general commercial litigation cases.
In her regulatory work, Adrienne guides clients in developing and enhancing compliance policies and procedures that address critical business issues and support them through exams and investigations. She has represented clients before the SEC, FINRA, the New York Attorney General, and other securities regulators in investigations and disciplinary proceedings. She has successfully defended clients in industry-wide sweeps, including regarding market timing and research analyst rules, equity trading practices, supervision of sales practices, anti-money laundering, and registration, accounting, and reporting requirements.
Adrienne chairs Olshan’s Diversity and Inclusion Committee. Before joining the firm, she was a litigation partner and securities litigation partner for over 16 years at two major law firms.
Selected Reported Securities and Corporate Governance Decisions:
- Obtained status quo orders on an expedited basis that restored parent and subsidiary boards to their state immediately prior to acts that allegedly violated stockholders’ agreement and companies’ charters and bylaws. The expedited litigation and status quo orders positioned the client to achieve a favorable settlement.
- Won affirmance of a trial judgment in which the Delaware Court of Chancery dismissed all claims that Olshan’s client, the controlling stockholder of Design Within Reach, had breached its fiduciary duty and engaged in unfair transactions. The Delaware Supreme Court also affirmed that the plaintiffs were not entitled to an attorneys’ fee award under the corporate benefit doctrine. At trial, we proved the plaintiffs did not have standing because in each of the contested transactions Olshan’s client gave up a percentage of ownership. Almond v. Glenhill Advisors LLC, CA No. 10477-C8, 2018 WL 3954733 (Del. Ch. Aug. 17, 2018), and 2019 WL 1556230 (Del. Ch. Apr. 10, 2019), aff’d 2019 WL 6117532 (Del. Nov. 11, 2019).
- Prevailed following an expedited trial within six weeks on behalf of an institutional investor that represented a shareholder class challenging a tripartite merger. The Delaware Court of Chancery found that corporate insiders had controlled the purportedly independent special committee, that the defendants could not meet the entire fairness standard and enjoined the merger transaction pending disclosure of their fiduciary breaches. FrontFour Capital Group LLC v. Brook Taube, C.A. No. 2019-0100, 2019 WL 1313408 (Del. Ch. Mar. 11, 2019).
- On behalf of an investor seeking to nominate two directors and unseat the board chairman of a closed-end fund, defeated the company’s motion for preliminary injunction under Section 14(a) of the Securities Act of 1934 in the U.S. District Court for the Southern District of New York and motion for expedited review by the U.S. Court of Appeals for the Second Circuit that would have enjoined a proxy fight. In parallel, we filed a suit for breach of fiduciary duty against the fund’s board and sought injunctive relief in Maryland state court. Despite the challenging standard for proving fiduciary claims under Maryland law, that court took a favorable view of our client’s position at the preliminary hearing, which led to a settlement and seating of the client’s board candidates.
Selected Representative Enforcement Matters:
- Achieved a favorable settlement for failure to supervise a broker-dealer’s business in pre-release ADRS. SEC sought to charge the supervisor of a business unit for fraud in an industry sweep of certain trade practices involving stock loan. After a successful Wells presentation, we reached a settlement in which our client was not charged with fraud and was able to remain in the industry. This was a remarkable result in light of the fact that the client’s former firm paid more than $40 million disgorgement/fines.
- Represented three of the largest equity crowdfunding portals in separate SEC investigations into whether they met exceptions to securities laws requiring registration of offerings and were conducting illegal broker-dealer activity. The SEC terminated all three investigations based on the subpoena response and did not request Wells submissions. Also represented principals of three other equity crowdfunding portals who were registered with broker-dealers in FINRA investigations. All matters were closed without action taken against the clients.
- Represented a public company in an SEC investigation into compliance with reporting of its CEO’s ownership and trading in company’s securities. When retained, the SEC was on the verge of charging the company. Prior counsel represented the CEO and company, but we were able to negotiate a one-month period to conduct an internal review. With exceptional investigative skills and knowledge of equity trading, Adrienne developed evidence in the internal review that the CEO acted outside the scope of authority. The SEC took no action against company based on a Wells submission that summarized the evidence.
Selected Reported Securities and Corporate Governance Decisions and Administrative Settlements:
- Brown v. Papa Murphy’s Holdings, Inc., No. 3:19-cv-05514-BHS-JRC (W.D. Wash.) (after motion to dismiss was briefed, plaintiff voluntarily dismissed claims that client, financial adviser for M&A transaction, had issued misleading fairness opinion by incorporating projections less favorable to company than those prepared by management).
- Alpha Capital Anstalt v. Schell Wimpfheimer & Assoc. LLP, 2018 WL 1627266 (S.D.N.Y. Mar. 30, 2018) (dismissing securities fraud claim against former public company COO brought by private placement investors).
- Seiden v. Kaneko, C.A. No. 9861-VCS, 2017 WL 1093937 (Del. Ch. Mar. 22, 2017), aff’d 2017 WL 6398171 (Del. Dec. 15, 2017) (in case brought by former public company’s receiver, affirming Court of Chancery’s grant of summary judgment in favor of CFO on grounds that settlement and release were supported by good consideration).
- Bonanno v. Cellular Biomedicine Group, Inc., 2016 WL 4585753 (N.D. Cal. Sep. 2, 2016) (dismissing securities class action complaint with prejudice for failure to plead loss causation).
- Department of Enforcement v. Iida, FINRA Disc. Pro. 2012033351801-CC (Apr. 28, 2015) (after hearing on sanction for AML violations in which FINRA sought permanent bar, panel imposed two-year suspension as sanction), NAC Decision (May 18, 2016) (sanction reduced to one year).
- FINRA 2014041323901 (Dec. 22, 2015) (settlement pertaining to MSRB rules).
- SEC v. Falcone, 12 Civ. 5027-PAC (S.D.N.Y. Feb. 5, 2014) (counsel to Court-Appointed Independent Monitor under terms of Final Judgment with SEC).
- SunGard Business Systems, LLC v. McCloskey, No. 2013-07190, 2013 WL 10872120 (Ct. Com. Pleas, Chester Cty. Nov. 1, 2013) (denying motion for preliminary injunction based on findings that provider of wealth-management systems did not violate nonsolicitation and noncompetition agreements).
- Crick v. Belesis, Case No. 1:12-cv-290, slip. op. (E.D. Tenn. Sept. 26, 2013) (motion to dismiss granted on investor claim of securities fraud in favor of arbitration).
- BMO Capital Markets Corp. v. Sasano, 650154/2012, slip op. (N.Y. Sup., N.Y. Cty. Feb. 28, 2012) (in “selling away” case, injunction granted staying FINRA arbitration of purported customer).
- Egan v. TradingScreen, Inc., 2011 WL 1672066 (S.D.N.Y. May 4, 2011) (whistleblower suit against brokerage firm for unfair competition and other tort claims dismissed on jurisdictional grounds).
- Litzler v. CC Investments, L.D.C., 411 F. Supp.2d 411 (S.D.N.Y. 2006) (summary judgment granted on grounds that PIPE investor was not a group member under Section 13(d) of the 1934 Act).
- NASD 200500023901 (Feb. 8, 2006) (AWC relating to compliance with research rules).
- NYSE 05-149 (Jan. 3, 2006) and AMEX 05-95 (Jan. 17, 2006) (joint settlement relating to compliance with electronic blue sheets reporting requirements).
- SEC Accounting and Auditing Release 2094 (Sep. 8, 2004) (settlement with former CFO and controller of public company relating to revenue recognition on financial statements).
- Rombach v. Chang, 355 F.3d 164 (2d Cir. 2004) (affirming dismissal with prejudice of class action claims under Sections 11 and 12 of the 1933 Act).
- NYSE 03-221 (Dec. 18, 2003) (settlement resolving multiple issues including compliance with registration, continuing education, net capital, and short interest reporting requirements).
- NYSE 03-99 (June 4, 2003) (settlement resolving supervision issues stemming from broker taking discretion without appropriate authority and making unsuitable recommendations).
- Caiola v. Citibank, NA, 295 F.3d 312 (2d Cir. 2002) (amicus brief for SIA on synthetic securities).
- Log On America v. Promethean Asset Management LLC, 223 F. Supp.2d 435 (S.D.N.Y. 2001) (dismissal of claims for securities fraud and under Section16(b) of the 1934 Act against PIPE investor).
Selected Representative Enforcement and Litigated Matters (settled or not reported):
- Represented AML CCO of mid-size broker-dealer in a major SEC investigation stemming from BVI firm’s use of U.S. brokerage accounts to liquidate penny stocks. The Wells submission demonstrated that client had acted reasonably and no charges were brought against him.
- Represented a broker in a FINRA investigation concerning whether the broker caused the firm to violate AML rules by failing to provide information concerning a Panamanian trust. The client received a letter of caution after a Wells submission and presentation.
- Evaluated a fund’s portfolio of debt investments in failed companies for possible claims and brought three cases. Won the Oklahoma case against former directors on summary judgment. In Florida, the fraud investigation uncovered significant evidence of accounting improprieties. The CFO, independent director, outside counsel and auditor settled after losing motions to dismiss. In a bench trial in the Southern District of New York, tried fiduciary claims against a former director and officer.
- Represented a Chinese public company and its CFO in an SEC investigation relating to revenue recognition in financial statements. After conducting an extensive investigation, in which the audit firm lost its license, the SEC took no action against the company.
- Represented a broker-dealer in an internal review regarding possible front running by a hedge fund client and in related SEC and FINRA investigations. Worked closely with internal audit to develop protocols to evaluate risks and determine if conduct was widespread. No action was taken by regulators.
- Represented a broker-dealer in successive NASD, NYSE, SEC and state investigations concerning nondiscretionary fee-based brokerage accounts and conflicts of interest over a five-year time period. No action was taken by regulators.
- Represented a broker-dealer in market-timing investigations by the SEC, the NYSE and New Jersey, and in a related NYSE arbitration brought by terminated registered representatives. Demonstrated that conduct was limited to a small group of “rogue” traders, resulting in lower sanctions compared to peer firms.
- Represented a broker-dealer in two different internal investigations and subsequent NYSE and NYSE investigations relating to possible misconduct and fabrication of evidence during regulatory examinations concerning, respectively, monitoring of outside business activities and revenue sharing. No action was taken by regulators against the broker-dealer.
- Represented a broker-dealer in lawsuit brought by a public company stemming from short tender by a trader and in related internal review and NASD investigation of client’s stock loan department. At trial before Delaware Court of Chancery, successfully demonstrated through expert evidence that damages were a fraction of those asserted by plaintiff, leading to favorable settlement.
- Represented a president and CFO of a public company (internet service provider) in an SEC investigation relating to revenue recognition and classification of contingencies in financial statements. No action was taken by regulators.
- Represented an investment adviser in a class action and arbitrations relating to alleged inaccurate pricing of portfolio investments in municipal bond funds. Global settlement was achieved for all civil matters.
- Represented a fund distributor in a customer arbitration brought relating to claims that affiliated mutual fund did not invest consistent with prospectus. The claimant, who invested more than $10 million, originally styled claims as putative class action; following a motion to dismiss, the claimant agreed to arbitrate before a JAMS arbitrator who found investments were consistent with the prospectus.
- In successive SEC investigations of a broker-dealer regarding possible Regulation FD violations by a public company’s covered by the firm’s research analysts, established that the analysts did not publish reports based upon material, nonpublic information.
- Represented an NYSE floor broker in first criminal case brought under Section 11 of the 1934 Act; served as lead counsel on discovery issues for all defendants. After winning discovery motions, USA v. Oakford Corp., 79 F. Supp.2d 357 (S.D.N.Y. 1999); 64 F. Supp.2d 295 (S.D.N.Y. 1999), requiring NYSE to respond to subpoena, obtained favorable plea that dropped insider trading charge and won downward departure from US sentencing guidelines.
- In separate prosecutions stemming from obstructing an SEC investigation into a Ponzi scheme and investigation of insider trading on IBM-Lotus merger, obtained downward departures from US sentencing guidelines resulting in no jail time.
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Speaking Engagements
Publications
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Professional
- New York City Bar Association, Committee on Women in the Legal Profession
- Former Member, New York City Bar Association, Civil Rights Committee
- Former Chair and Former Secretary, New York City Bar Association, Administrative Law Committee
- SIFMA, Compliance and Legal Division
- Trustee, Greenwich Village Society for Historic Preservation
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Education
J.D., Columbia University School of Law, 1994
- James Kent Scholar
- Harlan Fiske Stone Scholar
- Recipient, Susan Price Carr Scholarship
- Articles Editor, Columbia Journal of Transactional Law
B.A., University of Pennsylvania, 1985
- Benjamin Franklin Honor Society
Admissions
- New York
- Massachusetts
- U.S. Court of Appeals for the Second Circuit
- U.S. Court of Appeals for the Ninth Circuit
- U.S. District Court for the Southern District of New York
- U.S. District Court for the Eastern District of New York
- U.S. District Court for the Northern District of New York
- U.S. District Court for the Eastern District of Wisconsin
