J.D., Columbia University School of Law, 1994
- James Kent Scholar; Harlan Fiske Stone Scholar; Susan Price Carr Scholarship
- Articles Editor, Columbia Journal of Transactional Law
B.A., University of Pennsylvania, 1985
- Benjamin Franklin Honor Society
Bar & Court Admissions
- New York, 1995
- U.S. District Court for the Southern District of New York, 1996
- U.S. District Court for the Eastern District of New York, 1996
- U.S. District Court for the Northern District of New York, 1998
- U.S. District Court for the Eastern District of Wisconsin, 2001
- U.S. Court of Appeals for the Ninth Circuit, 2010
- U.S. Court of Appeals for the Second Circuit, 2018
Adrienne focuses her practice on the representation of public companies and financial institutions, including broker-dealers, investment advisors, private funds and equity crowdfunding platforms, and their employees in civil litigation, internal investigations and regulatory enforcement matters. Her litigation practice includes representing parties in securities class actions and other claims brought under the securities laws, business disputes, shareholder and partnership disputes and derivative claims brought in state and federal court and in arbitration proceedings. Adrienne also represents business entities outside the securities industry in general commercial litigation matters.
Her regulatory experience includes representing clients before the SEC, FINRA, New York Attorney General and other securities regulators in investigations and disciplinary proceedings. Adrienne has defended clients in such industry-wide matters as market timing and research analyst rules, equity trading practices, supervision of sales practices, anti-money laundering (AML) and a variety of registration, accounting and other reporting requirements. She provides counsel regarding compliance with securities laws, rules and regulations and on the regulatory examination process. In addition, Adrienne’s background includes internal investigations and white collar criminal defense work.
Immediately prior to joining Olshan, Adrienne was a partner in the Litigation practice at Ellenoff Grossman & Schole LLP for over seven years and a partner and associate at Morgan Lewis & Bockius LLP in the Securities Litigation Practice group for over nine years.
Professional & Community Affiliations
NYC Bar Association, Committee on Women in the Legal Profession (Member, 2018-current)
NYC Bar Association, Civil Rights Committee (Member, 2013-2017)
NYC Bar Association, Administrative Law Committee (Secretary, 2008-2009; Chair, 2009-2012)
SIFMA, Compliance and Legal Division
Selected Reported Securities Decisions and Administrative Settlements:
- Almond v. Glenhill Advisors LLC, C.A. No. 10477-C8, 2018 WL 3954733 (Del. Ch. Aug. 17, 2018) (following trial, Court dismissed all claims that client controlling stockholder had breached fiduciary duty and engaged in unfair transactions).
- Alpha Capital Anstalt v. Schell Wimpfheimer & Assoc. LLP, 2018 WL 1627266 (SDNY Mar. 30, 2018) (dismissing securities fraud claim against former public company COO by investors in private placement).
- 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) (affirming grant of summary judgment against receiver and in favor of public company’s former CFO who had entered into settlement and release in exchange for recovering shares of company’s stock).
- 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 James Dunning, III, 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 non-solicitation and non-competition agreements).
- Crick v. Belesis, Case No. 1:12-cv-290, slip. Op. (E.D. Tn. Sep. 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) (suit against brokerage firm for unfair competition and other tort claims brought by purported whistleblower 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 §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 with NYSE and AMEX 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) (class action claims under Sections 11 and 12 of the 1933 Act dismissed with prejudice against underwriter).
- 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, N.A., 295 F.3d 312 (2d Cir. 2002) (amicus brief for SIA on synthetic securities).
- Log On America v. Promethean Asset Management L.L.C., 223 F. Supp. 2d 435 (S.D.N.Y. 2001) (dismissal of claims for securities fraud and under §16(b) of the 1934 Act against PIPE investor).
- Kearney v. Jandernoa, 957 F. Supp. 116 (W.D. Mich. 1997) (on motion to dismiss, court awarded summary judgment dismissing significant shareholder from securities fraud class action).
Selected Representative Enforcement and Litigated Matters (settled or not reported):
- Represented two of the largest equity crowdfunding portals and a third equity crowdfunding portal in SEC investigations into whether they met exceptions to securities laws requiring registration of offerings and whether they 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 equity crowdfunding portals who were registered with broker dealers after FINRA's examination findings led to enforcement referrals. All the matters were closed without action taken against the clients.
- On behalf of investor seeking to nominate two directors and unseat Board chairman, defeated company’s motion for preliminary injunction in S.D.N.Y. that would have enjoined proxy fight; client then pursued its own fiduciary claim and sought injunctive relief in Maryland, which led to settlement and seating of client’s board candidates.
- As lead counsel for China-based public company in securities class action, In re China Commercial Credit, Inc. Sec. Litig., 1:15-cv-00557-ALC (S.D.N.Y.)(AC), negotiated global settlement (approved May 2017).
- Represented public company in SEC investigation into compliance with reporting of its CEO’s ownership and trading in company’s securities. Developed evidence in internal review that CEO acted outside scope of authority. SEC took no action against company based on Wells submission.
- Represented AML CCO of mid-size broker-dealer in major SEC investigation stemming from BVI firm’s use of U.S. brokerage accounts to liquidate penny stocks. Wells submission demonstrated that client had acted reasonably and no charges were brought against him.
- Represented broker in FINRA investigation concerning whether broker caused firm to violate AML rules by failing to provide information concerning Panamanian trust. Client received letter of caution after Wells submission and presentation.
- Evaluated fund’s portfolio of debt investments in failed companies for possible claims and brought three cases. Won Oklahoma case against former directors on summary judgment. In Florida, fraud investigation uncovered significant evidence of accounting improprieties. CFO, independent director, outside counsel and auditor settled after losing motions to dismiss. In bench trial in Southern District of New York, tried fiduciary claims against former director and officer.
- Represented Chinese public company and its CFO in SEC investigation relating to revenue recognition in financial statements. After conducting extensive investigation, in which audit firm lost its license, the SEC took no action against the company.
- Represented firm and investment banker in SEC investigation of possible insider trading related to merger transaction for which firm provided fairness opinion. No action taken against clients
- Represented broker-dealer in internal review regarding possible front running by 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 taken by regulators.
- Represented broker-dealer in successive NASD, NYSE, New York, Washington State and SEC investigations concerning non-discretionary fee-based brokerage accounts and conflicts of interest over a five-year time period. No action taken by regulators.
- Represented broker-dealer in market timing investigation by SEC, NYSE and N.J. and in related NYSE arbitration brought by terminated registered representatives. Demonstrated that conduct was limited to small group of “rogue” traders, resulting in lower sanctions compared to peer firms.
- Represented broker-dealer in internal investigation relating to possible misconduct during NYSE examination and in subsequent investigation by NYSE of firm’s monitoring of outside business activities. No action taken by regulators.
- Represented broker-dealer law suit brought by 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.
- Represented President and CFO of public company (internet service provider) in SEC investigation relating to revenue recognition and classification of contingencies in financial statements. No action taken by regulators.
- Represented investment advisor in class action and arbitrations relating to alleged inaccurate pricing of portfolio investments in municipal bond funds. Global settlement achieved for all civil matters.
- Represented fund distributor in customer arbitration brought relating to claims that affiliated mutual fund did not invest consistent with prospectus. Claimant, who invested over $10 million, originally styled claims as putative class action; following motion to dismiss, claimant agreed to arbitrate before JAMS arbitrator who found investments were consistent with prospectus.
- Represented broker-dealer in two SEC investigations of possible Reg. FD violations by public company’s covered by firm’s research analysts. In both matters, established that analysts did not publish reports based upon material, non-public information.
- Represented broker-dealer in internal investigation relating to possible misconduct during NYSE examination, including fabricating evidence; separately represented mutual fund distributor in internal investigation relating to possible misrepresentations made in course of NASD enforcement investigation regarding revenue sharing. No formal action taken by regulators on either matter.
- Represented mutual fund distributor in response to California AG subpoena regarding shelf space and revenue sharing. No regulatory action taken by state.
- Represented NYSE floor broker in first criminal case brought under §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 U.S. 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 departure from U.S. sentencing guidelines resulting in no jail time.
- Olshan Obtains Injunction Blocking Proposed Three-Way Merger: Court of Chancery Finds that Conflicted Directors Breached Fiduciary Duties by Agreeing to Preclusive Deal Terms in an “Informational Vacuum”March 15, 2019
- October 31, 2018
- August 20, 2018
- Olshan Client City of London Investment Management Company Limited Reaches Mutual Agreement with China Fund, Inc. to Withdraw LawsuitsJuly 2, 2018
- December 11, 2017
- Hedge Fund Legal & Compliance Digest Quotes Adrienne Ward on Protecting Sensitive Data from SEC FOIA RequestsSeptember 12, 2017
- March 23, 2017
- March 15, 2017
- November 14, 2018New York, NY
- AML Developments, Now and to Come (Regulatory Compliance)May 30, 2016Webinar and Roundtable
- Program Co-Chair, The Employment Discrimination Charge2012New York City Bar Association
- Representing Clients before NYC Tribunals2010New York City Bar Association
- Ethics in Sports Law2010Alumnae of Columbia Law School
- Current Issues in NYC Tribunals2009New York City Bar Association
- Compliance Programs of Investment Advisors and SEC Inspections and2007West LegalWorks