David Graff, a shareholder in Anderson Kill's New York office, is chair of the firm's Foreign Investment Recovery group, and is a member of the Corporate and Commercial Litigation, Real Estate and Construction, Corporate and Securities, and Estates, Trusts,Tax Services and Banking and Lending groups. He counsels his clients across the full spectrum of their business needs, including commercial litigation and arbitration, corporate and transactional work, and estate and succession planning.
Mr. Graff counsels clients in industries including alcoholic beverage, securities, general financial services, construction, special servicers of myriad type debt, and real estate developers.
Arbitration and Litigation
Mr. Graff prosecutes and defends all aspects of commercial disputes, litigating breach of contract, fraud, fraudulent conveyances, fiduciary duty, and business tort matters as well as securities litigations (including, arbitrations before FINRA and defending claims in Federal Courts), complex litigation concerning shareholder rights in public securities and closely held corporations and litigations in the bankruptcy court to protect his clients' interests through, among other things, prosecution and defense of adversary proceedings. He is also regularly retained to commence and defend employment litigations and arbitrations on behalf of employers, and acts as national counsel to a special servicer of student loan debt with over $1 billion under management.
An aggressive and creative litigator, Mr. Graff has employed novel strategies and won first-of-a-kind results -- for example, winning a contempt order in Delaware Chancery Court against a Delaware Corporation with its principal operations in China, getting a Receiver appointed to pursue the company's assets, and successfully seizing assets of the company and its associates in the British Virgin Islands, Hong Kong and New York.
Mr. Graff's current matters in litigation include a highly complex $100 million matter pending before FINRA, a 'first of its kind' $30 million matter pending before the Delaware Court of Chancery, and a $675 million international bankruptcy proceeding.
Mr. Graff serves as outside General Counsel to a variety of privately held enterprises. In this capacity, he structures, negotiates, and/or documents partnership agreements, distributor agreements, license agreements, and tri-party escrow agreements, and general corporate governance and compliance matters. Regularly acting as counsel in mergers and acquisitions, he represents buyers and sellers in stock and asset deals, together with related matters such as confidentiality agreements, non-compete agreements, employment agreements, guarantees, and escrow agreements.
Estate and Succession Planning
Mr. Graff provides estate planning and related tax work, estate and trust administration, and tax and succession planning for a variety of high-net worth individuals, often owning and operating closely held businesses that require special planning expertise.
While attending Touro College, Mr. Graff served as senior staff member on the Touro Law Review and Executive Editor on the Touro International Law Review. He also was awarded the American Bankruptcy Institute's Medal of Excellence, the Cali Excellence for the Future Award in Secured Transactions and Trusts & Estates, and an Academic Achievement Scholarship. His published articles and comments included "The Helmsley Case: An Illustration of the Confused State of the Law Surrounding the Manifest Disregard of Law Doctrine as Applied to Arbitration," 24 Touro L. Rev. 119 (2008).
"Chinese Companies 'Going Dark': Finally Accountable to U.S. Hedge Funds and Other Shareholders," The Hedge Fund Law Report (February 13, 2014) (with Shveta Kakar)
"Ripped from the Business Headlines: Foreign Companies go DARK on US Exchanges - Shedding Light on Proven Strategies for Successful Investment Recovery," Anderson Kill Seminar, New York, NY (December 3, 2013) (with Shveta Kakar)
Mr. Graff is often quoted or cited in the press. The following is a representative sampling:
"Court Sides With U.S. Investors Against China's Yinlips," The Wall Street Journal (January 10, 2014)
"China's ZST Shows Willingness to Settle U.S. Investor's Suit," The Wall Street Journal (August 21, 2013)
"Chinese Reverse Merger Investor Succeeds in Asset Hunt, Foiling Alleged 'Go Dark' Buyout Scheme," Growth Capitalist Investor (May 16, 2013)
"Receiver Gains Control of Some Assets of China's ZST: Case Is Test of Investors' Ability to Recoup Losses in Wake of Accounting Questions," The Wall Street Journal (also published by Nasdaq, Fox Business News and SmartMoney) (May 3, 2013)
"China chicanery," New York Post (April 19, 2013)
"Delaware Court Appoints a Receiver, Allows Plaintiff to Put Shares to ZST Digital Networks," Deal Flow Media (April 3, 2013)
"Novel Relief for China Woes," The Wall Street Journal (March 31, 2013)
"Though bankrupt, China Medical's solvency a point of dispute," Thomson Reuters (March 15, 2013)
New York and New Jersey
Touro College, Jacob D. Fuchsberg Law Center, J.D., magna cum laude
Union College, B.A.