Adrienne FerraroMueller

Partner

Cleveland + 1.216.586.7370

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Adrienne Ferraro Mueller has a broad range of experience defending companies, directors, and officers in litigation, with a focus on securities and shareholder disputes in federal and state courts throughout the country and notable success in the Delaware Court of Chancery. She advises boards, committees, and senior management in connection with matters of corporate governance, internal investigations, and investigations by the SEC, DOJ, and the Secretary of Labor. She also has extensive experience defending clients in litigation brought on behalf of employee benefits plans, including deferred compensation plans, 401(k) plans, employee stock ownership plans (ESOPs), and incentive plans.

Adrienne regularly collaborates in the M&A and private equity space, aggressively defending against merger-related challenges threatening major transactions and practically addressing post-closing disputes. In 2007, she secured a verdict in favor of the existing board of a company in litigation arising out of a hard-fought contest for control. Portnoy v. Cryo-Cell International, Inc., No, 3142-VCS (Del. Ch.). And, in 2015, she obtained dismissal of all claims against a company's former directors where the stockholders' approval of a transaction was "the product of a fully informed, uncoerced vote." In re OM Group, Inc. S'holders Litig., 2016 WL 5929951 (Oct. 12, 2016).

Adrienne is the hiring partner for the Cleveland Office. She is a member of the Cleveland Metropolitan Bar Association and the Family Services Committee of The Ronald McDonald House of Cleveland and a former member of the board of directors and chair of the governance committee of Blessing House, a children's care center.

Experience

  • USG overcomes merger-related challengesJones Day represented USG Corporation in connection with litigation concerning its merger with Gebr. Knauf KG.
  • Shiloh Industries wins dismissal of securities fraud class-action lawsuit filed in aftermath of accounting restatementJones Day won a dismissal of a securities class-action lawsuit, prior to any discovery taking place, against Shiloh Industries, Inc., its CEO, and CFO arising from an accounting restatement in 2015 that caused its stock price to plunge.
  • Steel manufacturer and its current and former CEOs defend consolidated federal securities class actionsJones Day is defending a steel manufacturer and its current and former CEOs in consolidated federal securities class actions in which the plaintiffs allege that the manufacturer’s share price fell over 26 percent as a result of alleged corrective disclosures in April 2017.
  • Cliffs Natural Resources prevails in ERISA stock-drop putative federal class actionJones Day prevailed in a class action alleging breaches of fiduciary duty under ERISA on behalf of Cliffs Natural Resources Inc. and certain of its current and former officers and employees.
  • Cliffs Natural Resources prevails in bondholder class actionJones Day represented Cliffs Natural Resources Inc. in a bondholder class action challenging a voluntary debt exchange offer that Cliffs Natural Resources conducted in early 2016.
  • Former board members of OM Group, Inc. defend shareholder litigationJones Day represented the former members of the board of directors of OM Group, Inc. in connection with shareholder litigation filed in Delaware Chancery Court arising out of the company's $1.03 billion acquisition by funds managed by affiliates of Apollo Global Management, LLC.
  • Cooper Tire & Rubber wins dismissal of securities class action, and Third Circuit affirmsJones Day, on behalf of Cooper Tire & Rubber Company and certain officers and directors, prevailed in a securities class action arising out of a terminated merger transaction.
  • Associated Estates defends challenge to its acquisition by Brookfield Asset ManagementJones Day represented Associated Estates Realty Corporation and its directors in action in Ohio federal court (settled) alleging breaches of fiduciary duty and disclosure violations in the company's cash out merger.
  • STERIS defends challenge to certain payments made in "inversion" merger with UK companyJones Day represented STERIS Corporation and its directors and officers in an action in Ohio state court (settled) alleging breaches of fiduciary duty in authorizing tax gross-up (or make-whole) payments designed to address tax penalties imposed in connection with corporate combinations that shift headquarters overseas.
  • Cliffs Natural Resources and its directors defend shareholder challenges to actions in face of proxy fight for corporate controlJones Day defeated a motion for preliminary injunction and secured dismissal of claims of proxy violation and breach of fiduciary duty in a proxy contest on behalf of Cliffs Natural Resources Inc. and its directors.
  • Cliffs Natural Resources defends multiple securities, derivative, and ERISA lawsuitsJones Day represented Cliffs Natural Resources, Inc. and various current and former officers and directors in a collection of securities (settled), derivative (settled), and ERISA (dismissed; affirmed on appeal) cases in state and federal court.
  • Directors and officers of Cooper Tire & Rubber involved in shareholder derivative lawsuitsJones Day defended directors and officers of Cooper Tire & Rubber Company against shareholder derivative lawsuits arising out of a terminated merger transaction.
  • PolyOne defends lawsuits alleging breach of fiduciary dutyJones Day defended PolyOne Corporation in five lawsuits in federal and state court alleging breach of fiduciary duty and aiding and abetting claims in connection with PolyOne's acquisition of Spartech.
  • AKSM prevails in appeal challenging directed verdict in fraud, breach of fiduciary duty, and breach of contract actionThe Ohio court of appeals affirmed the directed verdict Jones Day obtained on behalf of its clients, American Kidney Stone Management, Ltd. (AKSM), a physician-owned limited liability company, and current and former members of its Board of Managers.
  • Diebold resolves shareholder derivative action relating to company's restatement of its financial resultsJones Day represented directors and officers of Diebold, Incorporated in a shareholder derivative lawsuit (settled) alleging breaches of fiduciary duty relating to the company's restatement of its financial results for the period 2003-2007.
  • Hawk Corporation defends class-action litigation alleging breach of fiduciary duties in approving proposed sale of companyJones Day is representing the directors of Hawk Corporation in class-action litigation in the Delaware Court of Chancery alleging that the directors breached their fiduciary duties in approving the proposed sale of the company.
  • Diebold resolves shareholder class actionJones Day defended a shareholder class action (settled) against the Company alleging open market misstatements and omissions under federal securities law, arising out of the Company's restatement of its financial results for the period 2003-2007.
  • Diebold securities litigation dismissal upheld by Sixth CircuitJones Day represented Diebold and a group of its current and former officers and directors, which had been sued in a shareholder class action (dismissed and affirmed on appeal) under federal securities law for allegedly making false statements about the status and prospects of Diebold's businesses.
  • Vermont Insurance Commissioner as receiver of Ambassador Insurance wins U.S. Court of Appeals affirmance of $119.9 million jury verdict and $182.9 million judgment for auditing malpractice against PricewaterhouseCoopersOn September 9, 2008, the United States Court of Appeals for the Third Circuit in Philadelphia affirmed a $119.9 million jury verdict and $182.9 million judgment entered in 2005 by a New Jersey federal trial court against the accounting firm PricewaterhouseCoopers, LLP ("PwC") on behalf of Jones Day client Vermont Insurance Commissioner.
  • Zimmer Holdings obtains dismissal of shareholder derivative actionJones Day represented the directors of Zimmer, Inc. in a shareholder derivative action, securing dismissal based on absence of a pre-suit demand upon the board.
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    June 2014 Commentaries

    Supreme Court Decision in Halliburton II Affords Welcome Tool to Defendants

    Speaking Engagements

    • December 1, 2016
      Importance of Full and Fair Proxy Disclosures
    • November 29, 2016
      Directors and Officers in the Crosshairs: Trends in Securities and Shareholder Litigation
    • December 2014
      18th Annual RR Donnelley SEC Hot Topics Institute: SEC Enforcement
    • December 2013
      Defending the C-Level Suite
    • October 2008
      Where Default Lies: Litigation Arising from the Subprime/Real Estate Market Downturn
    • December 2006
      Defending Parallel Civil and Criminal Proceedings, Cleveland Bar Association White-Collar Crime Institute
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