Adam M. Harris

Experience

Securities Class Action Litigation

• Obtained dismissal on behalf of TG Therapeutics and several of its officers in a putative class action in the Southern District of New York concerning disclosures about the prospects for certain oncological drugs developed by TG. 
• Obtained dismissal on behalf of underwriter defendants, including Morgan Stanley, JPMorgan, and Credit Suisse, in federal securities litigation in the Eastern District of New York concerning the IPO of China-based retailer Yunji.
• Obtained dismissal on behalf of Stemline Therapeutics and its officers and directors in a putative class action in the Southern District of New York arising from Stemline’s alleged failure to disclose adverse events in a clinical drug trial that occurred just prior to a public offering of securities.
• Represented Osmotica Pharmaceuticals and its officers and directors in a putative class action in New Jersey state court, in which plaintiffs allege Osmotica failed to disclose an alleged decline in pricing of one of its generic drug products at the time of its IPO.  
• Obtained dismissal on behalf of independent directors of ChinaCast Education Corporation in a putative securities class action in the Central District of California arising from a scheme by ChinaCast's former CEO and CFO to loot ChinaCast of cash and other assets.*
• Counsel to CIT Group Inc., its Board of Directors, and several of its senior-most officers in securities litigation in the Southern District of New York relating to the subprime mortgage and student lending businesses.*

Corporate Governance & Control Disputes

• Currently defending a leading investment bank in shareholder litigation in the Delaware Court of Chancery in connection with its role as an advisor on a multibillion-dollar take-private transaction.  
• Currently defending affiliates of a leading private equity firm in shareholder litigation in the Delaware Court of Chancery alleging aiding and abetting alleged breaches of fiduciary duty in connection with the multibillion-dollar sale of a portfolio company.
• Counsel to Oxbow Carbon & Mineral Holdings, Inc. and William I. Koch in litigation in Delaware arising from a multibillion-dollar dispute in which minority investors sought to force a sale of Oxbow Carbon, resulting in a unanimous en banc decision in favor of our clients by the Delaware Supreme Court. 
• Represented the directors of a clinical stage biotech company in a series of shareholder derivative cases alleging breach of fiduciary duty in connection with compensation and disclosure issues.
• Obtained dismissal on behalf of life sciences company Chromocell Corporation and two of its founders in an action in New York state court brought by Chromocell's third co-founder based on allegations that his two co-founders had agreed to increase his ownership share, allegedly entitling him to one-third of the company.

Commercial Litigation

• Obtained dismissal on behalf of an affiliate of Invesco of litigation brought in the Southern District of New York by the sellers of an investment management business, who claimed breach of a merger agreement based on an alleged failure to use “best efforts” to cause an earn-out to be achieved
• Currently representing Invesco and OppenheimerFunds in a breach of contract action in the Southern District of New York brought by developers of certain exchange-traded funds who claim breach of an acquisition agreement relating to earn-out payments connected to the performance of the funds.
• Represented a leading clinical research organization in a contract dispute with a pharmaceutical company arising in connection with investigator misconduct in a clinical drug trial.
• Obtained dismissal on behalf of pharmaceutical company Shire of a $425 million breach of contract claim in the Delaware Court of Chancery brought by shareholders of a company acquired by Shire, who claimed they were entitled to earn-out milestone payments under an acquisition agreement based upon the results of clinical drug trials.
• Regularly represent a leading investment management firm in FINRA arbitrations brought by customers and employees.
• Obtained dismissal on behalf of Costco Wholesale Corporation in the Southern District of New York of an action in which plaintiffs alleged that Costco aided and abetted fraud and entered into a conspiracy to defraud in connection with a multibillion-dollar Ponzi scheme. On appeal, the Second Circuit affirmed the dismissal.
• Counsel to a leading investment banking firm in litigation in the Southern District of New York alleging breach of contract in connection with an alleged commitment to finance the acquisition of a hospital facility in Georgia.*

Restructuring Litigation

• Obtained dismissal of $1 billion in fraudulent conveyance claims in the Southern District of New York as lead defense counsel for funds that invested in Jones Group Inc. (later known as Nine West) prior to its leveraged buyout and subsequent bankruptcy, including funds affiliated with BlackRock, Fidelity, and Vanguard.
• Trial counsel for the Official Committee of Unsecured Creditors of LINN Energy, an independent oil and natural gas production company, in Chapter 11 proceedings in the Southern District of Texas.

Representations denoted with an asterisk were completed prior to joining Ropes & Gray.