Joseph Cioffi of Davis & Gilbert

Joseph Cioffi of Davis & Gilbert

Joseph Cioffi is the Chair of the Insolvency, Creditors’ Rights & Financial Products Practice Group at Davis & Gilbert. Mr. Cioffi employs a general counsel, client-centered approach to his practice made possible by a broad combination of business experience in finance and marketing functions and legal experience spanning corporate and litigation practices. The breadth of this experience has enabled him to advise clients during all aspects of the corporate or investment life cycle.

Mr. Cioffi has represented financial institutions and service businesses in the following areas:

  • Financings – Advising creditors in asset-based financings.
  • Insolvency Strategies – Advising on viable strategies for companies in financial distress, including out of court financings, restructurings, asset sales and bankruptcy.
  • Restructurings – Negotiating restructuring of debt and equity, including debt for equity swaps.
  • Creditors’ Rights/Bankruptcy – Advising creditors in transactions with distressed entities in and outside of bankruptcy; preventing and defending preferential transfer and fraudulent transfer claims, including claims related to derivative transactions; advising buyers regarding distressed acquisitions; advising investors with respect to wind-down of target operations.
  • Acquisitions – Developing and implementing acquisition strategy and holding company structure for roll-ups; representing sellers and buyers in asset sales.

Mr. Cioffi’s broad experience has made him particularly well-suited to advise clients in industries marked by rapid growth and decline, including the secondary mortgage market. Over the last 10 years he has counseled clients in matters ranging from acquisition strategies to defense of claims resulting from the financial crisis, including the following:

  • Defense of fraud-related claims by investors of residential mortgage backed securities (RMBS) against sellers and sponsors in securitizations.
  • Defense of repurchase (put-back) actions by trustees and investors against sellers and sponsors in RMBS deals.
  • Matters involving the operation of a residential mortgage origination businesses, including warehouse lending, secondary market trades, special employment concerns, regulatory and licensing issues, and claims and disputes arising out of such matters.
  • Enforcement of mortgage loan warehouse provider’s rights under repurchase agreements, and investor’s rights under bailment contracts, mortgage loan purchase agreements, custodial agreements and servicing contracts.
  • Sales and acquisitions of mortgage loan pools.
  • Initial structuring and closing of various financial asset investments as well as their restructuring and winding-down.
  • Determining strategies and appropriate legal structures to mitigate legal exposure and losses associated with financial asset ownership.

In addition, a unique aspect of Mr. Cioffi’s practice is his knowledge in the area of media liability. Mr. Cioffi has particular experience in understanding the legal relationships among advertising agencies, their clients and media vendors, and is regularly called upon to advise on matters involving the insolvency of one or more parties. Mr. Cioffi has represented advertising agencies in some of the largest bankruptcy proceedings affecting the advertising industry, including the automobile manufacturer bankruptcy proceedings, and is actively involved in some of the most important challenges facing agencies today in dealing with advertisers and media:

  • Sequential liability and agent/principal theories of liability.
  • Protective contractual provisions in contracts with advertisers, media buying companies, media aggregators and media vendors.
  • Enforcement by media and media buying companies where advertiser is insolvent.

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Trademark License Rights Survive Rejection in Bankruptcy

Settling a circuit split, the U.S. Supreme Court, in an 8-1 decision, has concluded that a trademark licensee’s rights are not automatically terminated when a debtor in bankruptcy rejects the license agreement. The case, Mission Product Holdings, Inc. v. Tempnology, LLC (Mission Product), arose from a pre-bankruptcy trademark license agreement between Tempnology, LLC, the bankrupt debtor, and … Continue Reading
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