John D. Hughes Edwards Wildman Palmer LLP Partner +1 617 951 3373 [email protected]

John practices business litigation and has extensive trial and appellate experience Areas of Practice in courts throughout the country. He assists liability insurers with complex claims Complex Litigation and coverage matters. He also represents insurers in coverage and bad faith litigation in state and federal courts. Many of his engagements have concerned & Reinsurance financial institutions, particularly , investment advisers, mutual funds, venture Securities Litigation capital, and hedge funds, and insurance and securities brokers. Coverage & Claims These cases have involved claims under ERISA, the Investment Company and White Collar & Government Investment Advisers Acts of 1940, federal and state securities laws and state law Enforcement on negligence and breach of fiduciary duty. Complex Commercial Litigation In addition, John represents property and casualty insurers with respect to large Insurance & Reinsurance exposure, complex claims. These have involved the successful resolution of Litigation allocation, aggregation and equitable contribution issues.

Education John has been named a "New England Super Lawyer" and a " Super Suffolk University Law School, Lawyer" by Law & Politics magazine in 2007, 2008, 2009, 2011 and 2012. John has J.D. also achieved an AV Preeminent peer review rating by Martindale-Hubbell, in which John’s peers rank him at the highest level of professional excellence and has is cum laude recognized in the The International Who’s Who of Insurance & Reinsurance Columbia University, A.B. Lawyers 2014.

Bar Admissions Notable Experience Massachusetts New York  John is actively involved in the representation of liability insurers in coverage litigation throughout the country in state and federal courts, Memberships including bankruptcy courts. American Bar Association Boston Bar Association  He has represented investment advisers in fee dispute litigation under the Massachusetts Bar Association Investment Advisors Act of 1940 and state law. Professional Liability Underwriters Society  John litigates accounting malpractice cases, including both audit and Fellow in The Fellows of the preparation services, in state trial and appellate courts throughout the American Bar Foundation country.

 He continues to represent employers in employment discrimination cases in state and federal courts throughout the country.

Representative Decisions

 Morgan Fuel & Heating Co. v. Lexington Ins. Co., et al., No. 272/11 (Sup. Ct., Dutchess Cty., Dec. 21, 2011), aff’d, 2013 WL 1811259 (2d Dep’t 2013) (summary judgment for insurers in a dispute concerning the scope of coverage afforded by the insuring agreement of certain CGL policies and application of the policies' workers' compensation exclusion).

John D. Hughes

 Roman Catholic Diocese of Brooklyn v. National Union Fire Insurance Company of Pittsburgh, PA, 87 A.D. 3d 1057, 930 N.Y.S. 2d 215 (2d Dep't 2011).

 XL Specialty Insurance Co. v. John D. Agoglia, et al., 2009 U.S. Dist. LEXIS 16244 (S.D.N.Y. Mar. 2, 2009).

 Millennium Partners, L.P. v. Select Insurance Company, 68 A.D.3d 420, 889 N.Y.S.2d 575 (1st Dep't 2009).

 Finn v. National Union Fire Inc. Co. of Pittsburgh, Pennsylvania, 452 Mass. 690, 896 N.E.2d 272 (Mass. 2008).

 GE HFS Holdings, Inc. v. National Union Fire Ins. Co. of Pittsburgh, PA, 520 F. Supp. 2d 213 (D. Mass. 2007).

Recent Speaking Engagements and Publications

 "In NHL Concussion Row, Insurers To Zero In On Violence," quoted, Law360, April 22, 2014.

 "Key Considerations under New York Insurance Law § 3420(d)(2)," February 26, 2014.

 "Director Liability & Financially Distressed Companies in Turkey: Turkish Regime Far More Stringent than Corresponding Rules in the US and UK," co-author, Edwards Wildman Client Advisory, February 2014.

 "Investment Advisers, Watch Your Backs", author, Law360, January 15, 2014

 "Q&A: Liability Insurance Implication for Admitting Wrongdoing in SEC Settlements," quoted, Insurance Journal, December 11, 2013.

 “Private Equity Fund Structure: Current Topics and Trends,” speaker, Edwards Wildman seminar, December 6, 2013.

 "Supreme Court Haliburton ruling could reshape D&O liability insurance market," quoted, Business Insurance, December 1, 2013.

 “Insurer’s Duty to Settle Notwithstanding Coverage Defenses,” speaker, Edwards Wildman seminar, November 26, 2013, March 14, 2014; March 20-21, 2014; April 8, 2014.

 "E&O and Fiduciary Liability Coverage: What Financial Institutions, Carriers, Brokers and Counsel Now Need to Know in Today’s Competitive Market," panelist, ACI's 2nd National Advanced Forum on Financial Institutions Insurance, New York, NY, November 21-22, 2013.

 “Mergers and Acquisitions Developments and Their Effect on Coverage and Claims,” panelist, American Conference Institute's 17th Forum on D&O Liability, New York, NY, October 21-22, 2013.

John D. Hughes

 "SEC's Admissions Of Wrongdoing Policy: Boon For Insurers?," author, Law360, October 9, 2013.

 "Developments in D&O Insurance: Increased Demand from Nonprofit Organizations," speaker, Edwards Wildman Video, October 8, 2013.

 "Claims Issues: A Shifting Liability Landscape," panelist, Advisen Management Liability Insights Conference, New York, September 25, 2013.

 “Shareholder Derivative Litigation: A Primer for Insurance Coverage Counsel and Other Lawyers, Too,” co-author, The Brief, August 2013.

 "Issue Spotting the Marathon Bombings," co-author, Claims Management Magazine, May 7, 2013.

 "Occurrence and Allocation Issues under GL Coverage," speaker, Edwards Wildman seminar, April 12, 2013.

 “Fundamentals of, and Insurance Coverage for, Merger Objections Suits: The Basics,” speaker, Edwards Wildman seminar, New York, NY, March 27, 2013, April 9, 10, 11 and 25, 2013, June 25, 2013, July 17, 25, 2013, August 20, 2013.

 "Occurrence and Allocation Issues in Cases Involving Intentional Conduct," co-author, Insurance Coverage Litigation, American Bar Association, February 26, 2013.

 "Directors and Officers Insurance: An International Perspective," moderator, Edwards Wildman Seminar, February 5, 2013.

 “Shareholder Derivative Litigation: A Primer for Insurance Coverage Counsel,” co-author, Edwards Wildman White Paper, December 2012.

 "Mo. Issues Rare Ruling Denying Sex Abuse Coverage To Church," quoted, Law 360, November 30, 2012.

 "LIBOR Litigation: Spotlight on Insurance Coverage," speaker, Edwards Wildman Insurance and Reinsurance Webinar, November 15, 2012.

 "How Can Hedge Fund Managers Capture the Upside of ERISA Investments While Mitigating Costs Related to Potential ERISA Liability?" quoted, Hedge Fund Law Report, August 23, 2012.

 "LIBOR Litigation Spotlight on Insurance Coverage," speaker, Edwards Wildman seminars, August 9, 2012 and September 11, 12, 19, 20 and 21, 2012, April 25, 2013.

 "Directors and Officers Insurance: An International Perspective," moderator, Edwards Wildman seminar, New York, NY, February 7, 2012.

 "Comprehensive General Liability", speaker, Edwards Angell Palmer & Dodge seminar, New York, NY, September 16, 2011.

John D. Hughes

 "Recent Developments in Excess Insurance, Surplus Lines Insurance, and Reinsurance Law," co-author, Tort-Trial and Insurance Practice Law Journal, Winter 2011.

 "FDIC Renews Pursuit of Claims Against Directors and Officers of Failed Banks," co-author, PLUSweb Journal, Issue XXIV, Volume 5, May 2011.

 "Effects of an Insured's Insolvency and Bankruptcy on Coverage for Construction Defect Claims," speaker, Edwards Angell Palmer & Dodge seminar, December 10, 2010, March 24, 2011.

 "What's Happening in Claims? A review of development in the US and Europe," speaker, Edwards Angell Palmer & Dodge seminar, November 22, 2010.

 "New Wave of ARS Derivative Suits Will Need To Overcome The Business Judgment Rule," co-author, Securities Law360, November 2010.

 "Emerging Patterns in Financial Institution Claims," speaker, Edwards Angell Palmer & Dodge seminar, November 2, 2010, March 24, 2011.

 "E&O/FI Coverage and Claims: Current Topics and Trends in Errors and Omissions Coverage Issued to Financial Institutions," speaker, Edwards Angell Palmer & Dodge seminar, July 22, 1010, June 17, 2010, May 26, 2010, May 14, 2010, February 18, 2010, April 21, 2011.

 "Keeping Your General Partners Out of Hot Water," speaker, Boston Bar Association, May 12, 2010.

 "Accountants," co-author, Massachusetts Expert Witnesses Manual, May 2010.

 "Directors and Officers Liability: an International Perspective," speaker, Edwards Angell Palmer & Dodge seminar, , April 13, 2010.

 "Directors and Officers Liability: An International Perspective," speaker, Edwards Angell Palmer & Dodge seminar, February 2, 2010.

Besides Edwards Wildman John is a member of the Union Boat Club and sits on the Advisory Board of Greater Boston Catholic Charities. John is also a Fellow of the American Bar Foundation.

Jonathan W. Young Edwards Wildman Palmer LLP Partner +1 312 201 2662 [email protected]

Jonathan Young is a partner in the Restructuring and Insolvency Group of Edwards Areas of Practice Wildman. A skilled and creative restructuring attorney, Jonathan is equally adept in Restructuring & Insolvency the litigation, transactional, and counseling aspects of his practice. He regularly Commercial Litigation appears on behalf of his clients in federal, state, and bankruptcy courts throughout Municipal Insolvency and the country. He is experienced in the interplay between the Bankruptcy Code and Chapter 9 Bankruptcy complex programs of insurance law, and regularly advises insurers in connection with restructuring and insolvency driven disputes. He has also developed an expertise in advising fiduciaries, and currently serves as lead counsel to the Education Litigation Trustee appointed in the Comdisco bankruptcy cases. He also represents Northwestern University School the Wisconsin Statutes Chapter 128 Receiver for Olsen’s Mill, Inc. in connection of Law, J.D. with the Receiver’s claims in the Renew Energy bankruptcy case. He has also Yale University, B.A. developed substantial appellate experience, and has handled engagements in the cum laude U.S. Courts of Appeal for the Third, Seventh and Eighth Circuits, the Bankruptcy Appellate Panels for the Sixth and Ninth Circuits, as well as the Illinois Appellate Bar Admissions Court and the Supreme Court of Alabama. In addition, he has represented public Illinois and private companies in a variety of restructuring and workout contexts, including advice and representation in connection with the restructuring of numerous complex Court Admissions credit facilities. As a counselor to his clients, Jonathan focuses on developing timely, workable strategies that pay equal attention to both the legal and business U.S. Supreme Court issues involved. In 2013, Jonathan was included in the Chambers USA listing of Supreme Court of Illinois leading lawyers in the field of Restructuring and Insolvency. In 2014, he was also U.S. Court of Appeals, Second nominated to the Illinois Super Lawyers list in the field of Restructuring and Circuit Insolvency. Jonathan is AV rated by Martindale-Hubbell. U.S. Court of Appeals, Third Circuit Notable Experience U.S. Court of Appeals, Sixth Circuit  Currently representing and defending six former directors and officers of U.S. Court of Appeals, Seventh Tribune Company and its subsidiaries in connection with lawsuits brought Circuit on behalf of Tribune’s bankruptcy estates in connection with the 2007 leveraged buyout of the company. Claims asserted include breach of U.S. Court of Appeals, Eighth fiduciary duty, fraudulent transfer and avoidance of preferential transfers. In Circuit re Tribune Company et al. (Bankr. D. Del.)(multi-district litigation pending in U.S. District Court, Northern the Southern District of New York). District of Illinois U.S. District Court, Central  Currently representing and defending an equity holder of Chapter 11 Debtor District of Illinois Greenwich Sentry, L.P. in connection with a lawsuit to recover redemption U.S. District Court, Northern payments made pursuant to the limited partnership agreement. Claims District of Indiana asserted include unjust enrichment, mistaken payment and constructive U.S. District Court, District of trust. Greenwich Sentry, L.P. v. Greer (D. Del.) Nebraska U.S. District Court, Eastern  Currently serves as lead counsel to the Litigation Trustee appointed in the District of Wisconsin Chapter 11 cases of Comdisco, Inc. and its affiliates, representing the U.S. District Court, Western Trustee in 65 cases filed in the federal and state courts of Illinois against District of Wisconsin Comdisco’s former senior management. These engagements involve the

Jonathan W. Young

Memberships Trustee’s enforcement of more than $74 million in promissory notes American Bankruptcy Institute executed by senior management. The defendants seek to attack the Treasurer, Member, Board of enforceability of these notes and have raised numerous substantive and Directors, Chicago Committee on procedural defenses to the claims, many of which are novel. The dispute is Minorities in Large Law Firms being heard in multiple jurisdictions, with three appeals already filed and more likely. In re Comdisco, Inc., Costello v. Haller et al., Costello v. Vallone et al.

 Successfully represented Threshold Entertainment, the producer of the blockbuster Mortal Kombat movie series, in connection with the Chapter 11 bankruptcy filing of Midway Games, Inc. We objected to the sale of Midway's assets, and brought an adversary proceeding to adjudicate the scope and extent of Threshold's interest in the rights to be sold. We raised a number of novel theories, including the argument that our client's substantial development of the Mortal Kombat characters gave Threshold ownership rights to the characters.

 Successfully represented a major purchaser of consumer bankruptcy debt in a sua sponte proceeding (and related appeals) evaluating the sufficiency of the client’s claim servicing procedures.

 Recently represented a prominent global communications leader in a highly sensitive matter involving a distressed supplier whose economic health and viability was threatened by an unsustainable debt structure and inability to secure new financing. As a single-source supplier of important product components, the pending insolvency of this vendor threatened an annual revenue stream for the client in excess of $100 million. We advised the client on strategy, and negotiated a deal where the client purchased the outstanding debt and became a secured creditor of the vendor, which allowed for uninterrupted operations, continuity of the supply chain and successfully avoided substantial losses for the client. Edwards Wildman currently serves as one of the client's primary outside law firms.

 Successfully represented Continental Casualty Company, one of the CNA Insurance Companies, in its pursuit to draw a clean, irrevocable letter of credit issued for its benefit by SouthTrust. The had denied the draw on the theory that the address on the draw documentation did not match the address on the letter of credit. Successfully appealed the trial court’s ruling against CNA on the premise that CNA had strictly complied with the terms of the letter of credit and that the bank’s argument to the contrary jeopardized the reliability and usefulness of these instruments under Alabama law. The Supreme Court of Alabama reversed the judgment against CNA, and the trial court ultimately ordered summary judgment in CNA’s favor. Continental Casualty Company v. SouthTrust Bank, N.A.

 Defended a substantial servicer of bankruptcy claims in a putative class action filed in the U.S. Bankruptcy Court for the Eastern District of Wisconsin. The case addressed the level of due diligence required in the secondary bankruptcy claims market prior to filing or accepting an assignment of a proof of claim. The case was ultimately settled on terms acceptable to all parties, with no class certified. Knievel N. Porter et al. v. Resurgent Capital Services, LLC.

Jonathan W. Young

 Successfully defended a secured creditor in a motion to subordinate a substantial judgment taken against the Debtor shortly before the filing of the Chapter 11 case. At issue was that the judgment, which was based on alleged oppression of a non-controlling shareholder, was no different from a claim for securities fraud or any other claims based upon an equity interest in the Debtor. Achieved favorable result from the Bankruptcy Court for the Northern District of Illinois, which subordinated the claim, and then successfully defended this position in the District Court for the Northern District of Illinois, which affirmed the subordination order. These rulings made new law as to the interpretation of the Bankruptcy Code’s subordination provision. In re Pre-Press Graphics, Inc.

 Represented Equity Residential in five Chapter 11 cases filed by a major East Coast developer in the U.S. Bankruptcy Court for the District of Maryland as well as five companion adversary proceedings filed in the same court. Both the bankruptcy cases and the adversaries sought to resolve whether Equity Residential and the developer reached an oral agreement to contribute five of the developer’s properties to Equity Residential’s real estate investment trust. Following extensive litigation, the cases were settled on mutually acceptable terms, and the parties confirmed consensual Chapter 11 plans in each case. In re Paradise Ridge et al.

 Represented the petitioning creditors in an involuntary Chapter 11 case filed against a single asset real estate Debtor in the Bankruptcy Court for the Northern District of Illinois. The Debtor consented to an order for relief under Chapter 11 and waived its exclusive right to file and confirm a plan of reorganization. Thereafter, three competing plans were filed, including a plan by one of the client-creditors, and the plan proponents were ultimately able to harmonize their competing proposals into a single plan, which was confirmed on a consensual basis. In re 201 N. Wells Investors, Inc.

 Represented Paribas and two other secured lenders in an adversary proceeding filed in connection with the Chapter 11 case of an energy company in the Bankruptcy Court for the Eastern District of Louisiana. The adversary proceeding addressed whether the Debtor had allegedly reached an oral joint venture agreement with an Illinois energy operator. Had the joint venture been found to exist, the value of the Bank Group’s collateral would have been cut by a third to a half. Following extensive briefing and litigation, the case was settled on terms acceptable to all parties. In re: Alma Energy Corp.

Notable Insurance-Related Restructuring and Insolvency Experience

 Advise and counsel property and casualty insurers on a weekly basis regarding a full range of restructuring and insolvency issues affecting the business of those insurers. Topics regularly considered and discussed include: (i) effect of bankruptcy filing on pending claim and coverage issues, (ii) legal and strategic issues associated with proposed collateral draws and offsets, (iii) permissible bases for cancellation and non-renewal, and related procedural approaches, (iv) evaluation of sale motions, plans of reorganization and other bankruptcy pleadings and filings, (v) investigation, negotiation and documentation of closeouts for loss sensitive programs of insurance, (vi) evaluation, prosecution and defense of a wide range of federal, state and bankruptcy court litigations involving the interplay

Jonathan W. Young

between insurance and insolvency issues, (vii) issues raised by financial distress of insurance agencies, (viii) instructions for claim adjusters and third party claims administrators following bankruptcy filing and (ix) issues of broker agency and authority following bankruptcy filing.

 Represented property and casualty insurers in prosecuting objections to plan confirmation, and negotiating and documenting appropriate “insurance neutrality” language to resolve objections. In re Mark IV Industries (Bankr. S.D.N.Y.); In re W.R. Grace & Co., Inc. (Bankr. D. Del.)

 Currently representing property and casualty insurer in bankruptcy of insurance agency “franchiser,” and defense of preference and fraudulent transfer claims brought by franchiser’s Chapter 7 Trustee. In re Brooke Corporation (Bankr. D. Kan., Kansas City Division)

 Currently representing property and casualty insurer in litigation with insured and insured’s successor entity regarding disputed collateral draws, as well as successor’s liability for insured’s deductible reimbursement obligations. Allegheny Technologies v. Zodiac Marine and Continental Casualty Company (Court of Common Pleas of Allegheny County, PA)

 Defense of turnover lawsuit seeking estimation of amounts owing under complex, loss sensitive program of insurance, and substantial refund of collateral. After motion practice and discovery, we negotiated a successful closeout of the program, which resolved and liquidated multiple layers of exposure and collateral. In re Encompass Group (Bankr. S.D. Tex., Houston Division)

 Pursued objections to Chapter 11 Debtors’ proposed alternative dispute resolution procedures on behalf of property and casualty insurer, and participated in drafting refinements to procedures to address claim handling issues and concerns. In re The Loewen Group, Inc. (Bankr. D. Del.)

Reported Decisions

 Continental Casualty Company v. SouthTrust Bank, N.A., 933 So.2d 337, Ala. 2006

 In re Pre-Press Graphics Co., Inc., 307 B.R. 65, N.D. Ill. 2004

 Costello v. Haller, 2006 WL 1762131, N.D. Ill. 2006 (available on Westlaw)

 In re MEI Diversified, 106 F.3d 829, 8th Cir. 1997

 People v. Goldsberry, 259 Ill. App. 3d 11, Ill. App. Ct. 1994

Recent Speaking Engagements and Publications

 "Fewer Stalking Horse Perks Discourage Distressed Buyers," quoted, Law360, March 14, 2014.

 "Sbarro's Latest Bankruptcy Can't Be Reheated Version Of 1st," quoted, Law360, March 10, 2014.

Jonathan W. Young

 "The Intersection of Insurance and Bankruptcy," quoted, Risk & Insurance, January 22, 2014.

 Co-Author, "Creating a Defensible Border, Reasonable Limits on Post-Stern Bankruptcy Jurisdiction," American Bankruptcy Institute Journal, July 2013.

 Co-Author, “Chapter 8: Fraud and Abuse,” American Bankruptcy Institute Health Care Insolvency Manual, Third Edition, August 2012.

 Co-Author, "Redemption Song," The Deal, July 2010.

 Author, "Restructuring Strategies and Alternatives in a Time of National Economic Crisis," Bankruptcy and Financial Restructuring Law 2009, Aspatore Books, 2008.

 Co-Author, "The Risk Of Equitable Subordination, Post-Enron," Bankruptcy Law360, December 2008.