Jackson David Toof
After more than 20 years as a trial lawyer, Jackson understands that every client has a story to tell, regardless of the side they are on, in whatever forum they are in, and choosing who tells that story is one of the most important decisions clients will make.
Jackson has served as lead litigation counsel for clients in many of the country’s largest and most complex bankruptcies and reorganizations, including chapter 11 cases such as Caesars, PG&E, Hertz, Endo, Mallinckrodt, and Cengage. Jackson has been involved in all aspects of bankruptcy and strategic litigation, including pursuing and defending actions on behalf of various creditor constituencies, complex financial restructurings and valuation disputes, and fraudulent transfer and preference actions, and he has handled all aspects of litigation enforcing indentures and the rights and remedies of indenture trustees.
Jackson has also represented both plaintiffs and defendants in a wide range of complex commercial matters. An AV Preeminent® rated attorney, he has extensive experience defending and pursuing actions in numerous areas, including a variety of international trade, business tort, contract and real estate actions, shareholder litigation, non-compete and non-solicitation litigation, False Claims Act/qui tam and health care matters, ratemaking determinations for digital music licenses before the Copyright Royalty Board, probate litigation, and 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.
Bankruptcy & Financial Restructuring Matters
- Litigation counsel for indenture trustees and/or agents in chapter 11 cases of: Endo International plc; Mallinckrodt PLC; The Hertz Corporation; Intelsat SA; Pacific Gas & Electric Company (PG&E); Claire’s Stores, Inc.; Cenveo, Inc.; Caesars Entertainment Operating Company; and TOUSA, Inc.
- Litigation counsel for creditors’ committees in chapter 11 cases across industries including food and beverage, credit repair/recovery, health care, cosmetics, oil and gas, manufacturing, publishing, telecommunications, technology, and fashion. Notable representations include PGX Holdings; Dean & DeLuca New York, Inc.; Walker County Hospital Corp.; and Cengage Learning, Inc.
- Trial counsel to target of a multi-million dollar bitcoin fraudulent transfer action in one of the early crypto chapter 11 cases, In re: Cred, Inc. et al., in the District of Delaware.
- Litigation counsel to client involved in the chapter 11 case, In re: FTX et al., in the District of Delaware.
- Litigation counsel for indenture trustee for $17.5 billion in senior notes issued by PG&E in its chapter 11 proceedings in the Northern District of California resulting from the devastating 2018 and 2019 wildfires. The chapter 11 case involving more than $40 billion in liabilities was the largest and most complex bankruptcy case filed in 2019.
- Trial counsel to post-confirmation liquidating trust in the chapter 11 cases of body-armor manufacturer Point Blank Solutions n/k/a SS Body Armor.
- Trial counsel to landlord of skilled nursing facilities in the chapter 11 case, In re: Absolut Facilities Management, LLC, in the Eastern District of New York.
- Trial counsel for post-petition lender in the chapter 11 case, In re: Aerogroup International, Inc., in the District of Delaware.
- Trial counsel for post-petition lender in the chapter 11 case, In re: Insight Terminal Solutions, Inc., in the Western District of Kentucky.
- Litigation counsel for indenture trustees in enforcement litigation involving Algeco Scotsman Global Financial PLC and Merrimack Pharmaceuticals, Inc.
- Litigation counsel for trade creditor in the chapter 11 case, In re: Toys “R” Us, Inc., in the Eastern District of Virginia (Richmond Division).
- 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.
- 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.
- 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.
- Litigation counsel for liquidating trustee of the MSW Liquidating Trust.
- Litigation counsel representing primary unsecured creditor in the chapter 11 bankruptcy proceedings of Bonanza Creek Energy, Inc., in the District of Delaware.
- Litigation counsel to the Official Committee of Unsecured Creditors in Square Two Financial Services Corporation, et al., in 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, in the District of Delaware.
- Trial 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 in 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.
- Litigation counsel for the Official Committee of Unsecured Creditors in the chapter 11 bankruptcy proceedings and related adversary proceedings of Accredited Home Lenders Holding Co. in the District of Delaware.
- Litigation counsel for 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.)
- Litigation counsel for 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)
- Represented various clients, from individuals to corporations, in appeals, adversary proceedings involving inter alia, fraudulent transfer and preference actions, and other bankruptcy litigation matters.
False Claims/Qui Tam Matters
- Trial counsel for high net worth client in tax qui tam matter in the District of Columbia and New York.
- 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)
- Litigation counsel representing international government contractor in False Claims Act litigation, U.S. ex rel. Paul Funk v. Mission Essential Personnel et al. (EDVA).
- Represented various relators in a variety of health care false claims/qui tam actions while at prior law firm.
International Trade Matters
- Trial counsel to multi-billion dollar company in import duties/fraud litigation in the US Court of International Trade.
- Litigation counsel to company involved in Section 301 duties matter.
Labor & Employment Matters
- Trial counsel to multi-million dollar company involved in stock option dispute with former employee in Delaware Chancery Court.
- Trial counsel for multinational government contractor in hotly contested litigation to enforce restrictive covenants, including non-compete and no poaching clauses, and to secure the protection of confidential information and trade secrets.
- Litigation counsel for 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).
- Litigation counsel for 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).
- Represented various employers in a variety of wrongful termination lawsuits.
Copyright Royalty Board Matters
- Litigation counsel for 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.
- Litigation counsel for 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.
Real Estate Matters
- Litigation counsel for owner of a prominent museum property in the District of Columbia concerning real estate tax dispute.
- Litigation counsel for a limited liability company in Virginia dissolution action; second-chaired trial team that litigated multi-issue dispute in a bench trial.
- Litigation counsel for leading mortgage company in securities class action litigation involving residential foreclosure procedures.
- Litigation counsel for owner in Maryland land use and development dispute; second-chaired trial team that litigated multi-issue dispute in a bench trial.
Health Care Matters
- Litigation counsel to a major pharmaceutical manufacturer in connection with the nationwide Average Wholesale Price (AWP) litigation (In re: Pharmaceutical Industry Average Wholesale Litigation (MDL No. 1456)).
- Litigation counsel to large retail pharmacy chain concerning challenge to its prescription drug labeling and dispensing practices and procedures.
- Litigation counsel representing family in complex probate litigation matters in District of Columbia Probate Court.
Military & Pro Bono Matters
- Represented pro bono retired US Navy Rear Admiral in connection with the DuBay hearing that was ordered by the United States Court of Appeals for the Armed Forces (CAAF) in the military justice case involving retired Navy SEAL Keith Barry.
- Represented US Navy sailor, who was charged with premeditated murder, at month-long courts-martial in Washington, DC, which resulted in a “not guilty” finding.
- Represented scores of US Navy sailors and marines before Navy Physical (Disability) Evaluation Board (PEB) in Washington, DC.
- Represented pro bono military family in Virginia zoning action to maintain treehouse for their children.
- Represented pro bono US Army veteran in securing full disability benefits and “unemployable” rating with the Veterans Administration.
Prior to joining ArentFox Schiff, 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 on the firm’s Professional Conduct Committee since 2013, co-chairs the firm’s Litigation/Practice Support Committee, and was the chair of the firm’s Associates Committee from 2009–2012.
Jackson is a member of the Bench/Bar Committee for the United States Bankruptcy Court for the District of Columbia, and is a member of the American Bankruptcy Institute (ABI) and the Advisory Board for the annual Valuation Conference (VALCON) sponsored by ABI.
Jackson is also a member of the Virginia Bar Association, the Fairfax County Bar Association, the Northern Virginia Bankruptcy Bar Association, and the District of Columbia Bar Association. Jackson has served as an Adjunct Professor at American University Washington College of Law teaching Criminal Procedure. 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 serves as the chair of the Board of Directors for a local 501(c)(3) basketball skills training, AAU, and life skills organization.
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 has spent the last decade chauffeuring his sons and watching them participate in a variety of activities, including soccer, basketball, football, and track and field. In addition, Jackson has coached youth basketball and flag football for the better part of a decade, and is most proud of the one flag football championship his 7th/8th grade team won after going undefeated in the regular season. It didn’t quite make up for his beloved Patriots going 16-0 in 2007 only to lose in Super Bowl XLII, but it helped.
Bar & Court Admissions
- District of Columbia Bar
- Virginia Bar
- New York Bar
- US Court of Appeals, Armed Forces
- US Court of International Trade
- US Court of Appeals, 4th Circuit
- US Court of Appeals, 7th Circuit
- US Court of Appeals, 11th 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 District Court, Southern District of Texas
- US Bankruptcy Court, Eastern District of Virginia
- US Bankruptcy Court, District of Columbia
- US Bankruptcy Court, District of Maryland
- US Bankruptcy Court, Southern District of New York
- US Bankruptcy Court, Southern District of Texas
Naval Justice School, 2003American University, Washington College of Law, JD, 2002University of New Hampshire, BA, summa cum laude; Phi Beta Kappa, 1999