Adam D. Gold

Adam D. Gold is a trial lawyer who practices corporate and commercial litigation with a focus on M&A and other corporate transactions, alternative entity governance, milestone and earnout disputes, stockholder derivative suits, statutory appraisal, private equity and venture capital disputes, the fiduciary duties of directors and officers, and other matters of corporate governance.

Adam also advises clients on navigating business and operational issues in the context of potential and pending litigation. For example, Adam recently advised two members of a general partner in several commercial real estate joint ventures with navigating operating issues during litigation with another member of the general partner. Adam also recently advised an early-stage biopharmaceutical company with various pre-litigation issues.

Adam’s recent trial experience includes representing FairXchange, LLC, an early-stage futures exchange, in an appraisal action brought by funds affiliated with one of the company’s venture capital investors.  The venture capital investor contended that, on the basis of an expert’s discounted cash flow analysis, the company should have been sold for hundreds of millions of dollars more than the $330 million that Coinbase Global Inc. had agreed to pay for the Company in early 2022.  Following a three-day trial, the Court of Chancery rejected the venture capital investors’ valuation, finding that the fair value of the company as of closing was the deal price paid by Coinbase.

Adam also represented Venator Materials PLC in a contract dispute involving $475 million in claims. Following an eight-day jury trial in the Complex Commercial Litigation Division of the Superior Court, the Ross Aronstam & Moritz team secured a directed verdict for Venator, on both its claims for a $75 million break fee and the $400 million counterclaim filed by the defendant, Tronox. The case involved dueling claims for breach of contract arising out of an agreement concerning the potential sale of a titanium dioxide facility in the United States for $1.1 billion.

Additionally, along with Keker Van Nest & Peters LLP, Adam represented Shareholder Representative Services LLC on behalf of former stockholders of FerroKin Biosciences, Inc. in a post-closing milestone dispute arising out of Shire’s acquisition of FerroKin BioSciences and, with it, the right to develop Ferrokin’s experimental iron chelation drug, deferitazole. Following a four-day trial, the Court of Chancery issued a post-trial decision finding that Shire breached the parties’ merger agreement by failing to pay a $45 million milestone payment relating to deferitazole’s development, and awarded SRS the full amount of the milestone payment, plus its costs and reasonable attorneys' fees. The Delaware Supreme Court affirmed that decision resulting in a total judgment of more than $80 million.

Before joining the firm, Adam was an attorney at Wachtell, Lipton, Rosen & Katz, where he represented corporations and directors in complex corporate, commercial and transactional litigation and regulatory investigative proceedings.

Adam began his legal career as a law clerk for Vice Chancellor Donald F. Parsons, Jr. in the Delaware Court of Chancery.

Recognized by Delaware Super Lawyers in Business Litigation (2022-2023)

Education

Columbia Law School, J.D. 2010

• Whitney North Seymour Medal
• James Kent Scholar
• Harlan Fisk Stone Scholar

 Colgate University, B.A. 2007, magna cum laude

Professional Experience

Wachtell, Lipton, Rosen & Katz, Associate, 2011-2017

Delaware Court of Chancery, Judicial Law Clerk to the Honorable Donald F. Parsons, Jr., 2010-2011

Admissions

• Delaware, 2017
• New York, 2011
• New Jersey, 2010
• United States Court of Appeals for the Third Circuit, (2021)
• United States District Court for the District of Delaware, 2018
• United States District Court for the Southern District of New York, 2012
• United States District Court for the District of New Jersey, 2011