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Adam L. Deming

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Adam Deming is an associate in the Litigation Department and a member of the Appellate and International Arbitration Groups. His practice focuses on complex commercial disputes, including corporate governance, transactions, fiduciary duties, securities and insolvency. Adam has successfully argued before state and federal appellate courts and has drafted dozens of briefs for appeals to the United States Supreme Court, various Circuit Courts of Appeals and several state appellate courts, including the New York Court of Appeals and Delaware Supreme Court. He has also played a key role in leading trial teams to winning outcomes before federal, state and arbitral tribunals.

A member of the Appellate group, Adam has represented a wide range of clients in high-stakes appeals involving commercial transactions, labor relations, life sciences, insurance, patent and constitutional law. Adam leverages his appellate expertise at the trial level to advise clients on litigation strategy, preserve appellate issues, and draft key filings spanning the litigation lifecycle. He has co-authored chapters of Principles of Appellate Litigation: A Guide to Modern Practice (PLI Press), a leading annual treatise on appellate law.

Adam also draws on his extensive experience with complex legal issues and appeals to effectively represent clients in an array of commercial disputes. He regularly represents corporations and board members in complex cases and arbitrations arising from business transactions, including matters before the Delaware Chancery Court and New York Supreme Court Commercial Division. Adam has also handled cross-border transaction cases to completion under the rules of both the American Arbitration Association and the International Chamber of Commerce. Representative matters include:

  • Pursuit of claims on behalf of an international chemical company arising out of its acquisition of a subsidiary
  • Defense of a board member and company private-equity investor against claims of breach of fiduciary duty in connection with drag-along sale of a fantasy sports company
  • Pursuit of claims on behalf of a healthcare company founder and stockholders arising from post-merger breaches of earnout provisions by acquiring company
  • Defense of a real estate company, including by the pursuit of an anti-suit injunction, against state claims for breach of corporate governance agreement by an investment entity

Adam actively maintains a pro bono practice. Recently, he represented a New York inmate in his appeal of the dismissal of his Eighth Amendment claims arising from an alleged series of abusive pat frisk searches. Arguing before the Second Circuit, Adam successfully secured a reversal of the district court’s decision.

Before joining Proskauer, Adam served as a law clerk to Judge Patty Shwartz of the Third Circuit Court of Appeals. Adam also spent a year as a litigation associate at another international law firm. Prior to his legal career, Adam spent three years as a Teach for America Corps Member in New Orleans, Louisiana, where he taught middle school English.

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Counsel for public companies—it may be time to take another look at your litigation disclosures. A recent federal district court opinion held that one company’s use of the phrase “without merit” to describe ongoing litigation in its public filings could give rise to federal securities fraud claims. The ruling serves as the latest admonition to exercise care in crafting litigation disclosures.

This past year, Proskauer’s private fund litigation blog highlighted a Delaware Chancery case adopting an expansive view in favor of parties seeking information from companies under Section 220 of the Delaware General Corporation Law. The Delaware Supreme Court recently affirmed the Chancery Court’s ruling, providing additional appellate guidance on Section 220 and endorsing limits the Chancery Court set on certain defenses companies may have against such requests.

In Salladay v. Lev, the Delaware Chancery Court elaborated on how early a corporate board must take protective measures to shield a conflicted transaction from entire fairness review.

Salladay involved a motion to dismiss a challenge to a merger agreement based on alleged director conflicts at the target company. The defendants argued that the transaction was approved by an independent committee of directors and a shareholder vote, warranting deferential business judgment review and, in turn, dismissal. The court held that business judgment review was inappropriate because the independent committee only became involved in negotiations after they had begun—too late to “replicate the value-enhancing structure of an arms-length transaction”—and the shareholder vote was not fully informed. Instead, the much stricter standard of entire fairness applied, rather than the more lenient business judgment rule, and therefore dismissal was inappropriate.