Jackson David Toof
Jackson has represented both plaintiffs and defendants in a wide range of commercial matters. An AV Preeminent® rated attorney, Jackson has been involved in all aspects of bankruptcy and financial services litigation, including pursuing and defending actions on behalf of various creditor constituencies, complex financial restructurings and valuation disputes, and he has handled all aspects of litigation enforcing indentures and the rights and remedies of indenture trustees.
He also has been involved in ratemaking determinations for digital music licenses before the Copyright Royalty Board, and he has extensive experience defending and pursuing actions in numerous areas, including a variety of business tort, contract and real estate actions, probate litigation, False Claims Act/qui tam and health care matters, as well as criminal and white-collar criminal defense. Jackson has first and second chaired jury, bench, and administrative trials in a variety of civil and criminal matters, and his litigation practice involves all phases of litigation from strategic business counseling and problem solving through trial and appellate review.
Jackson serves on the firm's Professional Conduct Committee, and was the chair of the firm’s Associates Committee from 2009–2012.
Representative cases include:
- Lead trial counsel representing BOKF, N.A. in its capacity as Indenture Trustee for Caesars Entertainment Operating Company ("CEOC") 12.75% Second-Priority Notes, in “Parent Guarantee Action” against Caesars Entertainment Corporation (“CEC”) in the United States District Court for the Southern District of New York, Case No. 15-cv-1561.
- Lead trial counsel representing BOKF, N.A., in its capacity as Indenture Trustee for CEOC's 12.75% Second-Priority Notes and member of the Official Committee of Second Priority Noteholders, in appeal to United States Court of Appeals for the Seventh Circuit and in several adversary proceedings and contested matters in the United State Bankruptcy Court for the Northern District of Illinois. CEOC and its debtor subsidiaries had more than $18.4 billion in funded debt obligations as of the commencement of their Chapter 11 cases.
- Lead trial counsel to the Official Committee of Unsecured Creditors of Morris | Schneider | Wittstadt Va., PLLC, Morris | Schneider | Wittstadt, PLLC, Wittstadt Title & Escrow Company, L.L.C., Morris | Schneider | Wittstadt, LLC, MSWLAW, Inc., Teays Valley Trustees, LLC, and York Trustee Services, LLC (collectively, “MSW”), in the United States Bankruptcy Court for the Eastern District of Virginia (Richmond Division) regarding the proposed restructuring of MSW.
- Representing the liquidating trustee of the MSW Liquidating Trust.
- Litigaiton counsel representing primary unsecured creditor in the Chapter 11 bankruptcy proceedings of Bonanza Creek Energy, Inc., in the United States Bankruptcy Court for the District of Delaware.
- Litigation counsel to the Official Committee of Unsecured Creditors in Square Two Financial Services Corporation, et al., in the United States Bankruptcy Court for the Southern District of New York.
- Litigation counsel to the Official Committee of Unsecured Creditors in Allied Nevada Corporation, et al., one of the largest gold mine Chapter 11 bankruptcy filings, which filed in March 2015 in the United States Bankruptcy Court for the District of Delaware.
- Lead litigation counsel to the Official Committee of Unsecured Creditors in Cengage Learning, Inc, et al. ("Cengage"), which represented nearly $ 1 billion of unsecured debt of Cengage, a leading publisher of higher education textbooks with annual revenues of approximately $2 billion, in Chapter 11 cases before the United States Bankruptcy Court for the Eastern District of New York, concerning, inter alia, the investigation and due diligence into (i) fraudulent transfer claims and other Chapter 5 causes of action; (ii) the Debtors’ total enterprise value; and (iii) the viability and sustainability of the Debtors’ business plan and its impact on the Debtors’ valuation. Cengage filed for Chapter 11 protection on July 2, 2013, with approx. $7.5 billion in assets, making it the largest chapter 11 filing of 2013.
- Representing the Official Committee of Unsecured Creditors in the Chapter 11 bankruptcy proceedings and related adversary proceedings of Accredited Home Lenders Holding Co. in the United States Bankruptcy Court for the District of Delaware.
- Representing Wells Fargo Bank, N.A. as Indenture Trustee in the Court of Chancery, Delaware, to enforce terms of indenture where sale of product constitutes a sale of substantially all of the company's assets. See Wells Fargo Bank, National Association et al. v. Merrimack Pharmaceuticals, Inc.,Case No. 2017-0199 (Del. Ch.)
- Representing Wilmington Trust Company as Indenture Trustee in the Court of Chancery, Delaware, under three series of TruPS documents in three-day trial to ensure that an obligor bank holding company complied with the terms of the indenture with respect to a sale transaction. See In re BankAtlantic Bancorp, Inc., Litigation 39 A.3d 824 (Del. Ch. Feb. 27, 2012).
- Representing various clients, from individuals to corporations, in appeals, adversary proceedings involving inter alia, fraudulent transfer and preference actions, and other bankruptcy litigation matters.
- Representing Music Choice, the world’s first digital music service, in the PSS IV proceeding before Copyright Royalty Board, which will determine the royalty rates payable by certain radio services transmitted over television-based platforms for the Section 114 sound recording performance and Section 112 ephemeral copying rights.
- Representing Sirius XM Radio, Inc. in the Webcasting IV royalty rate proceeding before the Copyright Royalty Board, resulting in the first royalty rate decrease ever granted by the Board or its predecessors.
- Lead litigation counsel for Indenture Trustee in qui tam action in the United States District Court for the Southern District of Florida, against bank and various trustee and facilitators, alleging violations of the False Claims Act arising from alleged fraud and false claims orchestrated by defendants. Court dismissed the federal claims with prejudice and no right to re-plead, Court declined to exercise its supplemental jurisdiction over the state and local FCA claims and dismissed the action in its entirety. See United States ex rel. Brown v. BankUnited Trust 2005-1, No. 14-CV-22855, 2017 WL 395296 (S.D. Fla. Jan. 30, 2017)
- Representing a limited liability company in Virginia dissolution action; second-chaired trial team that litigated multi-issue dispute in a bench trial.
- Representing university in discrimination lawsuit brought by former student in the United States District Court for the District of Columbia. Court granted university's motion for summary judgment and dismissed the action with prejudice in its entirety. See Hajjar-Nejad v. George Washington Univ., 37 F. Supp. 3d 90 (D.D.C. 2014).
- Representing insurer against action brought by insured seeking declaration that coverage under his D&O policy did not terminate with guilty verdict in his underlying criminal prosecution. Court granted insurer's motion for summary judgment. See Lee Farkas v. Nat’l Union Fire Ins. Co. of Pittsburgh, Pa., 861 F.Supp.2d 716 (E.D. Va. Mar. 21, 2012) (obtained summary judgment in favor of D&O insurer based on exclusions for claims arising out of crime and gaining of unlawful advantage), affirmed Lee Farkas v. Nat’l Union Fire Ins. Co. of Pittsburgh, Pa., 2013 WL 1459248 (4th Cir. 2013).
- Serving as lead litigation associate representing a major pharmaceutical manufacturer in connection with the nationwide Average Wholesale Price (AWP) litigation (In re: Pharmaceutical Industry Average Wholesale Litigation (MDL No. 1456)).
- Serving as lead litigation associate representing international government contractor in False Claims Act litigation, U.S. ex rel. Paul Funk v. Mission Essential Personnel et al. (EDVA)
- Serving as lead litigation associate representing leading mortgage company in securities class action litigation involving residential foreclosure procedures.
- Representing land owner in Maryland land use and development dispute; second-chaired trial team that litigated multi-issue dispute in a bench trial.
- Serving as lead litigation associate in representation of large retail pharmacy chain concerning challenge to its prescription drug labeling and dispensing practices and procedures.
- Serving as lead litigation counsel representing family in complex probate litigation matters in District of Columbia Probate Court.
- Successfully representing US Navy sailor, who was charged with premeditated murder, at month-long courts-martial in Washington, DC.
- Representing scores of US Navy sailors and marines before Navy Physical (Disability) Evaluation Board (PEB) in Washington, DC.
- Representing pro bono military family in zoning action to maintain treehouse for their children.
- Representing pro bono US Army veteran in securing full disability benefits and “unemployable” rating with the Veterans Administration.
Prior to joining Arent Fox, Jackson was a trial attorney at a leading national law firm.
In 2003, Jackson began his career as a litigator while serving with the United States Navy’s Judge Advocate General’s (JAG) Corps. As a Naval attorney stationed in Washington, DC, he gained extensive litigation experience defending sailors and marines in criminal matters before courts-martial. In addition, Jackson provided civil legal assistance to hundreds of sailors and marines, and represented over a hundred sailors and marines before the Navy’s Physical (Disability) Evaluation Board.
During his active duty tour in the US Navy JAG Corps, Jackson was selected as Officer-of-the-Year for the Naval Legal Service Office North Central, which included six Naval Legal Service Offices on the East Coast covering a 22-state region, and was awarded the Navy Commendation Medal, two Navy and Marine Corps Achievement Medals, the National Defense Service Medal, and the Global War on Terror Service Medal.
Jackson continued his service as a Lieutenant Commander in the United States Navy reserve, where he served as (i) legal assistance counsel at NR LSO Mid-Atlantic in Norfolk, Virginia, providing civil legal assistance to active, reserve, and retired service members; and (ii) Deputy Force Judge Advocate assigned to Commander Navy Installations Command, helping to deliver effective and efficient readiness to the fleet.
Jackson has served as an Adjunct Professor at American University Washington College of Law teaching Criminal Procedure. Jackson is a member of the American Bankruptcy Institute, the Virginia Bar Association, the Fairfax County Bar Association, the Northern Virginia Bankruptcy Bar Association, the District of Columbia Bar Association, and the American Bar Association. Additionally, Jackson is an active member of the University of New Hampshire Alumni Association and is a member of Phi Beta Kappa, DC Chapter.
In addition, Jackson served as articles editor for American University Washington College of Law’s Administrative Law Review, which is the official publication of the American Bar Association’s Section on Administrative Law. He also was a Marshall-Brennan Fellow, teaching constitutional law to high school students at John F. Kennedy High School in Maryland.
Publications, Presentations & Recognitions
Jackson has received (i) the Martindale-Hubbell AV Preeminent® Peer Review Rating, the publication’s highest honor for legal ability and ethical standards; (ii) recognition by Super Lawyers as a Washington, DC Rising Star for 2015 and 2016; and (iii) recognition as a member of Virginia’s Legal Elite for Civil Litigation for 2015.
Life Beyond the Law
Jackson is married to the former Francie Makris of Richmond, Virginia, and together they raise their four boys in Northern Virginia. Jackson, a New Hampshire native and avid sports fan, keeps close tabs on the New England teams, and enjoys coaching his sons’ basketball teams and taking them to golf practice in the hopes that he will one day caddy for one of them.
Bar & Court Admissions
- District of Columbia Bar
- Virginia Bar
- New York Bar
- US Court of Appeals for the Armed Forces
- US Court of Appeals, 11th Circuit
- US Court of Appeals, 7th Circuit
- US Court of Appeals, 4th Circuit
- Navy-Marine Corps Court of Criminal Appeals
- US District Court, Eastern District of Virginia
- US District Court, District of Columbia
- US District Court, District of Maryland
- US District Court, Southern District of New York
- US Bankruptcy Court, Eastern District of Virginia
- US Bankruptcy Court, District of Columbia
Naval Justice School,2003American University, Washington College of LawJD,2002University of New HampshireBA,summa cum laude; Phi Beta Kappa,1999