Adrienne M. Ward

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.