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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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A significant shift in Delaware law is reshaping how courts evaluate conflicted transactions involving controlling stockholders, including private fund managers that control portfolio companies. The changes make applying procedural safeguards all the more important.  Fund managers who ensure the proper process is followed may significantly reduce their litigation exposure from minority shareholders.   

The SEC’s first year under Chair Paul Atkins, who was sworn in on April 21, 2025, has offered significant insight into the evolution of enforcement priorities, particularly for private fund managers.  Following the more aggressive posture under former Chair Gary Gensler, the Commission has recalibrated its approach, yielding a more selective, resource-conscious enforcement program that places renewed emphasis on traditional fraud, clearer statutory grounding, and demonstrable investor harm.

For decades, private fund strategies were the domain of institutional investors and the ultra-wealthy. That exclusivity is ending as private strategies migrate into retail vehicles designed to hold illiquid assets within a retail regulatory framework.

Many in the crypto space greeted the second Trump Administration with excitement. The first Trump Administration was crypto-friendly, but did not wholly overturn the existing securities framework for crypto assets. The Biden Administration was more skeptical of crypto, with then- Securities and Exchange Commission (SEC) Chair Gary Gensler embracing the Howey test for securities. Crypto supporters thought 2025 might bring about the industry’s holy grail: a crypto-friendly regulatory framework allowing for crypto trading and offerings without the risk of civil (or criminal) inquiries down the line so long as the framework was followed.

Markets have recently been experiencing heightened volatility and credit availability has tightened, which has placed valuation practices under unusual pressure from regulators and investors. The events of the past several years, including rising interest rates, geopolitical turmoil and the impacts of artificial intelligence tools, among other issues, have amplified the inherent challenges of valuing illiquid assets and sparked greater regulatory scrutiny. This is particularly true when marks affect fees paid by investors, or the prices at which they invest in or redeem from a fund.

GP-led secondary transactions continued to soar in popularity in 2025.  With mixed economic indicators potentially impeding other kinds of private equity exit events, the uptick in continuation funds shows no signs of slowing down in 2026.  Their popularity should come as no surprise—under the right conditions, a secondary transaction creates a win-win scenario for all stakeholders, providing legacy investors with near-term liquidity and an option to roll over their investments, new investors with an opportunity to invest in portfolio assets with a proven track record but greater room for growth, and fund advisers with an extended period to capture future upside as well as the potential for new capital to support portfolio assets. 

Choose your words carefully because careless words cost.

Never has this been more true than in disclosures about environmental, social and governance matters. As divergence between the US federal government and “red states” on the one hand, and the UK, EU, and certain US “blue states” on the other hand, solidifies, international asset managers and their underlying portfolio companies must navigate an increasingly narrow regulatory tightrope.

Use of technology referred to as “artificial intelligence” is fast finding its way into many aspects of commercial life. Registered investment advisers are no exception as AI tools are already being used for screening and research, portfolio construction, trading and drafting client communications. As advisers integrate these tools into their investment processes, they face a familiar set of questions under the federal securities laws.

As has been widely reported, digital infrastructure has become one of the fastest growing investment structures in recent years, most recently driven by the explosion in demand from firms in the artificial intelligence (AI) industry. This in turn has led to unprecedented needs for capex spending for the construction, expansion and upgrading of data centers, cell towers and networks, fiber optics and other data transmission facilities and power production and transmission. 

Private credit has spent a decade rising from niche alternative to central pillar in global finance. It has become a multi-trillion-dollar engine of corporate lending, infrastructure finance, asset-based credit, specialty finance, and opportunistic capital. While financial regulators have so far taken a relatively hands-off approach, elements of the market and the financial press have raised concerns about longer-term risks arising from the growth in private credit.