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 and Corporate Governance Decisions and Administrative Settlements:
- Topaz v. Geiger, C.A. No. 2020-0290-MTZ, 2020 WL 2128469 (Del. Ch. May 4, 2020) and 2020 WL 2495977 (Del. Ch. May 13, 2020) (obtained emergency orders that restored parent and subsidiary boards to status quo immediately prior to acts that allegedly violated stockholders agreement and companies’ charters and bylaws).
- 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 advisor for M&A transaction, had issued misleading fairness opinion by incorporating projections less favorable to company than those prepared by management).
- Almond v. Glenhill Advisors LLC, C.A. 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) (affirming trial judgment in which Court of Chancery dismissed all claims that controlling stockholder had breached fiduciary duty and engaged in unfair transactions and post-trial determination that plaintiffs were not entitled to attorneys fee award under corporate benefit doctrine).
- SEC SEA Release 87302 (Oct. 15, 2019) (settlement for failure to supervise broker-dealer’s business in pre-release ADRS).
- FrontFour Capital Group LLC v. Brook Taube, C.A. No. 2019-0100, 2019 WL 1313408 (Del. Ch. Mar. 11, 2019) (following expedited trial on behalf of class action plaintiff, Court of Chancery found that corporate insiders had controlled purportedly independent special committee, that defendants could not meet entire fairness standard and enjoined merger transaction pending disclosure of fiduciary breaches).
- Alpha Capital Anstalt v. Schell Wimpfheimer & Assoc. LLP, 2018 WL 1627266 (SDNY 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 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) (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 §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, 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).
Selected Representative Enforcement and Litigated Matters (settled or not reported):
- 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.
- 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.
- 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 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, SEC and state 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 investigations 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 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 taken by regulators against the broker-dealer.
- Represented broker-dealer in lawsuit 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, leading to favorable settlement.
- 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.
- In successive SEC investigations of broker-dealer regarding possible Reg. FD violations by public company’s covered by firm’s research analysts, established that analysts did not publish reports based upon material, non-public information.
- 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 departures from U.S. sentencing guidelines resulting in no jail time.
- Harvard Law School Forum on Corporate Governance and Law360 Publish Article Based on Olshan Activist Client AlertApril 20, 2020
- January 3, 2020
- November 19, 2019
- Bed Bath & Beyond Inc. Continues Transformation and Announces Appointment of Four New Directors to the BoardMay 29, 2019
- Delaware Court of Chancery Denies Attorneys’ Fees to Plaintiffs Who Identified Defective Corporate Acts, but Fought Corporation’s Effort to Correct ThemApril 19, 2019
- 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
- April 18, 2020Harvard Law School Forum on Corporate Governance
- April 17, 2020Law360
Articles & Alerts
- CLIENT ALERT: Delaware Governor Issues Emergency Order Intended to Facilitate Corporations’ Pivot From In-Person Stockholder Meetings to Remote Communication Meetings in Light of COVID-19 PrecautionsApril 2020
- CLIENT ALERT: Proposed Amendments to Delaware Law That Would Allow Corporations to Postpone Annual Meetings in Light of COVID-19 Pandemic May Undermine Stockholder DemocracyApril 2020