Adam M. Harris
Adam is a seasoned litigator with a wide range of experience before trial and appellate courts nationwide. Adam regularly defends clients in securities class actions and shareholder derivative litigation, and is also frequently called upon to litigate corporate governance and control disputes. In addition, Adam has litigated a variety of complex commercial and transactional cases, including matters involving contracts, mergers and acquisitions, allegations of fraud and other business torts, and restructuring-related disputes. Adam also has significant experience in securities enforcement matters, including non-public SEC and FINRA investigations. Adam’s clients include Fortune 500 corporations, investment banks, private equity firms and their portfolio companies, and corporate officers and directors. Adam also frequently represents clients in the life sciences and healthcare industries.
Adam maintains an active pro bono practice with a focus on civil rights and civil liberties, and has served as trial counsel in several high-profile pro bono matters.
Adam has been recognized by Super Lawyers every year since 2015 as a “Rising Star” in the New York Metro Area.
Securities & Corporate Litigation
- Currently representing Osmotica Pharmaceuticals plc and its officers and directors in a putative class action in New Jersey state court in connection with Osmotica’s IPO, in which plaintiffs allege that Osmotica violated the federal securities laws by allegedly failing to disclose a purported decline in pricing of one of Osmotica’s generic drug products and allegedly overstated the value of its goodwill at the time of the IPO.
- Obtained dismissal on behalf of Stemline Therapeutics, Inc. and its officers and directors in a putative class action in the Southern District of New York alleging securities fraud arising from Stemline’s alleged failure to disclose adverse events in a clinical drug trial that occurred just prior to a $50 million public offering of securities.
- Counsel to Oxbow Carbon & Mineral Holdings, Inc. and William I. Koch in litigation in Delaware arising from a multi-billion 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.
- Obtained dismissal on behalf of ChinaCast Education Corporation in a putative securities class action lawsuit 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 NetSpend Holdings, Inc. and its Board of Directors in defeating a motion in the Delaware Court of Chancery seeking to enjoin a shareholder vote on NetSpend’s proposed $1.4 billion acquisition by Total System Services, Inc.*
- Counsel to CIT Group Inc., its Board of Directors, and several of its senior-most officers in a series of consolidated shareholder class action securities lawsuits, and related derivative litigation, in the Southern District of New York relating to the subprime mortgage and student lending businesses.*
- 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 SARcode, a company acquired by Shire, who claimed that earn-out milestone payments were due under an acquisition agreement based upon the results of clinical trials of SARcode’s key product.
- Obtained dismissal on behalf of Costco Wholesale Corporation in 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 multi-billion dollar Ponzi scheme. On appeal, the Second Circuit affirmed the dismissal.
- Counsel to a third-party insurance administrator in two civil RICO cases in federal courts in California and Arizona alleging that purported mishandling of insurance claims amounted to mail and wire fraud.*
- 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.*
- Represented Morgan Stanley in litigation in the Southern District of New York Bankruptcy Court arising from the bankruptcy of Nine West Holdings, Inc. in connection with loans issued in a leveraged buyout.
- Trial counsel for the Official Committee of Unsecured Creditors of LINN Energy, LLC, an independent oil and natural gas production company, in Chapter 11 proceedings in the Southern District of Texas.
- Represented corporate officer in a highly-publicized insider trading investigation by the U.S. Congress, DOJ, and SEC, resulting in a favorable outcome for our client.
- Represented a clinical-stage biopharmaceutical company in an SEC investigation arising in connection with an adverse event in a clinical trial, resulting in a favorable outcome for our client.
- Represented Deutsche Bank in a multi-year SEC investigation involving derivatives trading and valuation practices that ultimately resulted in a settlement on a no-admit/no-deny basis.*
Pro Bono Litigation
- Trial counsel for the Texas League of Young Voters in Texas v. Holder, in which a three-judge panel sitting in the in the U.S. District Court for the District of D.C. found Texas’s voter ID law invalid under the Voting Rights Act.*
- Counsel for several state conferences of the NAACP as amici before the U.S. Supreme Court in Shelby County v. Holder concerning the constitutionality of the Voting Rights Act.*
Representations denoted with an asterisk were completed prior to joining Ropes & Gray.
- Gregg Weiner, Adam Harris and Caitlin Giaimo, “'Consent by Registration' Theory of Jurisdiction: Are Its Days Numbered?,” The New York Law Journal (November 28, 2016)
- Israel David & Adam M. Harris, “Untangling a Statutory Web: Arguing Conflicting Jurisdictional Provisions for Securities Act Class Actions after CAFA,” New York Law Journal (July 19, 2010)
Assisted in the preparation of the following:
- Gregg L. Weiner and Israel David, “Securities Fraud Cases Brought Under Item 303,” New York Law Journal (May 28, 2015)
- David B. Hennes, “Now What? Managing Litigation Risk in a Post-Merger Boardroom,” NACD Directorship Supplement (November/December 2014)
- Gregg L. Weiner and Israel David, “Disclosing ‘Trends’ in Securities Offerings: Lessons From ‘Facebook’,” New York Law Journal (April 14, 2014)
- David B. Hennes, “More Deal Litigation? Appraisal Suits on the Rise,” NACD Directorship (September/October 2013)
- JD, cum laude, Benjamin N. Cardozo School of Law of Yeshiva University, 2007; Dean’s Distinguished Scholar; Order of the Coif; Articles Editor, Cardozo Law Review
- BSFS, Georgetown University, 2003