Vincent T. Chang, Partner
Litigation & Dispute Resolution Group
Mr. Chang was an associate and then counsel at Davis Polk & Wardwell from 1989-2002. Mr. Chang specializes in complex litigation in such areas as securities, insurance, bankruptcy, subprime mortgage securitizations, hedge funds, real estate, reinsurance, auction rate securities, bondholder litigation, investment banking, and antitrust. During his career, Mr. Chang has worked on litigations in at least 20 states and has worked on a number of matters where the amount in controversy was nine figures or more.
Mr. Chang is a graduate of Harvard College, magna cum laude, and Harvard Law School, cum laude.
Illustrative Professional Experience
Represented in an Article 77 proceeding an objector to the proposed $4.5 billion settlement between JPMorgan and several RMBS trustees for numerous securitization trusts.
Represents Lehman Brothers in the prosecution of hundreds of millions of dollars in indemnification claims against loan originators for the benefit of Lehman Brothers’ creditors.
- Represented Qimonda in an Adversary Proceeding in the District of Delaware in which Qimonda sought to avoid two allegedly preferential transfers to Citibank of more than $33 million. The case involved, among other things, issues relating to the application of the settlement payment safe harbor of Section 546(e) of the Bankruptcy Code. See In re Qimonda Richmond, LLC, 467 B.R. 318 (Bankr. D. Del. 2012).
- Represents Western & Southern Life Insurance and its affiliates asserting federal and state securities law claims in actions against nearly a dozen Wall Street banks to recover losses on investments in residential mortgage-backed securities.
- Represents a hedge fund in litigation against other hedge funds in the Southern District of New York and in the Second Circuit relating to bonds issued by the Republic of Argentina and the validity of the Republic’s debt restructuring.
- Represents Lehman Brothers Holdings Inc., and its affiliated debtors in possession, in numerous disputes relating to the Lehman Brothers Bankruptcy Estate, including a litigation against a broad array of major financial institutions and entities, in their capacities as Trustees, Issuers and/or Noteholders, seeking to recover more than $3 billion in assets for Lehman Brothers. In re Lehman Brothers Holdings Inc., et al., Case No. 08-13555, Adversary Proceeding No. 10-03547 (Bankr. S.D.N.Y.) (JMP).
- Represents Mizuho Corporate Bank, Ltd. as defendant in a purported class action litigation seeking billions in damages against defendants for numerous alleged wrongdoings that purportedly have prevented plaintiffs from redeeming bonds issued by Germany for the funding of war reparations. Bleier, et al. v. Bundesrepublik Deutschland a/k/a Federal Republic of Germany, et al., No. 08 CV 6524 (N.D. Ill.). We obtained dismissal in the Northern District of Illinois and the case is pending in the Second Circuit.
- Represented ORIX USA in a dispute with ISM Advisors, LLC, the managing member of a fund to which ORIX has committed approximately $90 million in capital. The dispute with ISM gave rise to two arbitrations and a special proceeding in New York Supreme Court. ISM commenced an arbitration before the American Arbitration Association asserting claims for breach of contract against ORIX and Swiss Re and seeking $60 million in damages. Shortly thereafter, ORIX commenced a separate arbitration to remove ISM as manager of the fund based on claims of fraud, bad faith and gross negligence. ORIX obtained a temporary restraining order in New York Supreme Court enjoining $143 million in capital calls issued by ISM to ORIX and Swiss Re.
- Represented American General Life Insurance Company and AIG Annuity Life Insurance Company (together, “AIG”) which, together with Goldman Sachs & Co. (“Goldman”), collectively hold over $90 million in bonds of GLC Securityholder LLC (“GLC”). AIG and Goldman contend that GLC breached the terms of the governing indenture covering the subject bonds and had made insufficient interest payments during the entire period in which Goldman Sachs and AIG owned the bonds. We were successful in prevailing on summary judgment on behalf of AIG in the Supreme Court, New York County, which awarded AIG and Goldman Sachs approximately $12 million. On June 17, 2010, the New York Appellate Division, First Department (covering Manhattan) affirmed the judgment in favor of the bondholders. GLC Securityholder LLC v. Goldman, Sachs & Co., et al., 2010 N.Y. App.Div. LEXIS 5193 (June 17, 2010).
- Represented a group of hedge funds based in the Cayman Islands in the defense of a series of lawsuits filed by investors alleging fraud and misrepresentation by the funds and the fund manager regarding investments in certain debt securities that declined in value during the global credit crisis, allegedly preventing the investors from having information they would have relied upon to redeem their shares in the funds in a timely manner instead of being subject to a general suspension of redemptions. We have obtained dismissal of the most recent lawsuit filed on this theory against our client in the Southern District of New York.
- Represented Bessemer Trust Company, N.A. (“Bessemer”) to defend it against a complaint purporting to allege a federal securities fraud claim and various state law claims arising out of plaintiff’s purchase of auction rate securities (“ARS”). Oliveira v. Bessemer Trust Company, N.A., 09 Civ. 00713 (S.D.N.Y.). In March 2010, the Court granted our motion to dismiss the amended complaint, dismissing the federal claim on particularity and loss causation grounds and declining to exercise supplemental jurisdiction over the state law claims. In June 2010, the Court denied plaintiff’s motion for reconsideration.
- Represented Bessemer Venture Partners in a litigation alleging that Bessemer had violated the short-swing provisions of Section 16(b) of the Exchange Act. We prevailed in both the Southern District of New York and the Second Circuit. Bruh v. Bessemer Venture Partners, 464 F.2d 202 (2d Cir. 2006).
- Represents Assured Guaranty as financial guarantor of more than $380 million in bonds, in a lawsuit against an affiliate of JPMorgan Chase, as investment manager, alleging breach if fiduciary duty, gross negligence and breach of contract arising from the investment manager’s undiversified investment of the underlying portfolios in subprime and Alt-A mortgage backed securities, thereby causing very significant mark-to-market losses. Assured Guaranty (UK) Ltd. v. J.P. Morgan Investment Management Inc., Index No. 603755/08 (New York Supreme, New York County). The case went to the New York Court of Appeals where we prevailed on an important ruling relating to the extent to which New York’s securities law, the Martin Act, forecloses certain other causes of action.
- Represented Toll Brothers in two separate disputes in New Jersey state court arising out of options to purchase real estate in Jersey City, New Jersey and Hoboken, New Jersey. TSA Inv., LLC v. Block 255, LLC (Super. Ct. N.J. Hudson County); Toll NJ IX v. V& S Realty Co., (Super. Ct. N.J. Hudson County). We prevailed in both cases.
- Represented Mizuho to defend it in a litigation arising out of a commercial dispute between a domestic seller and an overseas buyer for whom Mizuho had issued an $11 million letter of credit. The plaintiff-seller claims Mizuho wrongfully dishonored a drawdown request, which Mizuho contends was based upon documentation that failed to comply with the requirements of the letter of credit and international commercial standards and practices. We obtained a grant of summary judgment on behalf of Mizuho, dismissing all claims against it. CVD Equipment Corp. v. Taiwan Glass Industrial Corporation and Mizuho Corporate Bank, Ltd., No. 10 CV 0573 (S.D.N.Y.).
- Represented AMA Capital in litigation filed in the Southern District of New York in which AMA sought to obtain a seven-figure transaction fee arising from its client’s purchase of a Chilean business. The case has settled. AMA Cap. Partners LLC v. Del Bene (S.D.N.Y.).
- Represented AIG and a large group of institutions and individual investors in their capacity as limited partners of Enron’s most notorious off-balance sheet entity, LJM2 Co-Investment LP (“LJM2”) in connection with (1) defending AIG and the other limited partners against efforts by a group of banks seeking to enforce the limited partners’ remaining capital commitments for LJM2, and (2) for misrepresentations and omissions in the initial disclosures by which AIG and the other limited partners were induced to purchase their interests in LJM2. The matters involved nine-figure exposure and both matters settled.
- Principal author of an amicus brief on behalf of a group of bar associations supporting fair compensation for New York State court judges. Larabee v. Governor of the State of New York, 14 N.Y. 3d 230 (2010).
- Co-author of an amicus brief on behalf of the Asian American Bar Association of New York regarding the constitutionality of New York’s judicial selection process. Lopez Torres v. New York State Board of Elections, 552 U.S. 196 (2008).
- Mr. Chang has also worked on a number of complex litigations while at Davis Polk & Wardwell, including:
- Represented AstraZeneca in multi-district antitrust litigation (including numerous class actions). E.g., In re Tamoxifen Citrate Antitrust Litig., 277 F. Supp. 2d 121 (E.D. N.Y. 2003);Abbott Lab. v. CVS Pharm., 2001 U.S. Dist. LEXIS 17620 (N.D. Ill. Oct. 25, 2001)
- Represented RJR Nabisco and RJ Reynolds Tobacco Holdings in various tobacco-related litigations, including numerous class actions. E.g., Ironworkers Loc. Union No. 17 Ins. Fund v. Philip Morris, Inc., 186 F.R.D. 453 (N.D. Ohio 1999).
- Represented Morgan Stanley in litigation relating to the retroactive application of certain amendments to the securities laws in a matter that was argued in the United States Supreme Court. Morgan Stanley v. Pacific Mut. Life Ins. Co., 511 U.S. 658 (1994).
- Represented Burlington Northern in successful merger and acquisition related litigation in Delaware. In re Santa Fe Pac. Corp., 1995 Del. Ch. LEXIS 70 (Del. Ch. 1995)
Recent Articles, Submissions and Presentation
- Co-Author, The United States District Court for the Eastern District of New York: A Retrospective (1990-2014) (May 2015)
- Co-Author, Report on the Uniform Bar Examination (NYCLA Feb. 2015)
- Co-Author, Comments on the Proposed Rules of the Civil Rules Advisory Committee and the Committee on the Rules of Civil Practice and Procedure (NYCLA 2014)
- Questioner, Task Force on Judicial Budget Cuts Public Hearing – Courts in Crisis (Dec. 2013)
- Co-author, “Report on the Continuing Effect of Judicial Budget Cuts on The U.S. District Courts for the Southern and Eastern Districts of New York (NYCLA Sept. 2013)
- Co-author, NYCLA Federal Courts Committee Letter to Edward A. Friedland, District Court Executive of the U.S. District Court for the Southern District of New York, on Proposed Changes to Rule 83.9 (July 2013)
- Co-author, NYCLA Federal Courts Committee Letter to Edward A. Friedland, District Court Executive of the U. S. District Court for the Southern District of New York, on Proposed Amendments to Local Civil Rules (June 2013)
- Co-author, NYCLA Federal Courts Committee Letter to Chief Judge Loretta Preska Regarding Proposal to Limit Access to Federal Courthouses (June 2013)
- Author, “Budget Cuts Imperil the Work of the SDNY, “ New York County Lawyer (NYCLA May 2013)
- Moderator, “Supreme Court’s Arguments in Windsor and Hollingsworth and the Future of Marriage Equality” (NYCLA Apr. 2013)
- Co-author,”Comments on Proposed Rules of the Civil Advisory Committee and the Committee on Rules of Practice and Procedure” (NYCLA Federal Courts Committee March 2013)
Bar Association Activities:
Mr. Chang is a Past President of the Asian American Bar Association of New York (AABANY). Mr. Chang has served on the Nominating Committee of AABANY and as Co-Chair of its Judiciary Committee. Mr. Chang serves as Treasurer of the New York County Lawyers Association (NYCLA) and on its Executive Committee. Mr. Chang has served as one of NYCLA’s representatives to the Judiciary Committee of the New York City Bar Association and served as Chair of the NYCLA Foundation and as Co-Chair of the NYCLA Federal Courts Committee and as chair of NYCLA’s Public Policy and Action Committee. Mr. Chang has served or serves on the Boards of Directors of Legal Services NYC, NYCLA, the Network of Bar Leaders, the NYCLA Foundation, the Judicial Friends Foundation and the Asian American Law Fund of New York. Mr. Chang also served on the Nominating Committee and serves on the House of Delegates of the New York State Bar Association (NYSBA). Mr. Chang has served on the NYSBA Task Force on Gun Violence, on its Task Force on the OCA’s Court Advocates Proposal, its Federal Legislative Priorities Committee, and its Committee on Court Structure and Operations. Mr. Chang has served as Vice Chair of two committees of the Antitrust Section of the American Bar Association (ABA) and serves on its Standing Committee on the American Judicial System. Mr. Chang was a Co-Chair of the Litigation Committee of the National Asian Pacific American Bar Association (NAPABA).
Continuing Legal Education Programs
- Presenter, AABANY, Trial Reenactment: “Justice Denied: Wards Cove Packing Co. v. Atonio” (New York City Bar Assoc. Dec. 2015)
- Presenter, AABANY, Trial Reenactment, at the NAPABA National Convention: “Vietnamese Fishermen v. KKK” (NAPABA Nov. 2015)
- Panelist, Winning Cases in Federal Court (with the Hon. John Koeltl and others) (NYCLA July 2015)
- Presenter, AABANY Trial Reenactment, “The Heart Mountain Draft Resisters: A Trial Reenactment” (Bernard and Irene Schwartz Distinguished Speakers Series, NY Historical
Society, May 2015)
- Panelist, "The Business of Lawyering: Understanding Your Clients’ Language and Managing Your Practice Ethically and Efficiently” (NYSBA April 2015)
- Testimony on Behalf of NYCLA, Uniform Bar Exam Public Hearing (Advisory Committee on the Uniform Bar Examination Mar. 2015)
- Organized Program on the 50th Anniversary of the Civil Rights Act with the Hon. George Bundy Smith, the Hon. Pamela Chen, the Hon. Ronald Ellis, and the Hon. Jenny Rivera (Dec. 2014)
- Co-Organizer, Program on Alternatives to Incarceration with the Hon. John Gleeson, Joan Azrack, Chief Magistrate Judge Steven Gold and Magistrate Judge Pollak (NYCLA Mar. 2015)
- Presenter, “The Dirty Dozen: Mistakes Lawyers Make in Working with Clients” (Practicing Law Institute Jan. 2015)
- Presenter, AABANY, Trial Reenactment, at the NAPABA National Convention: Justice Denied: Wards Cove Packing Co. v. Atonio” (NABAPA Nov. 2014)
- Presenter, AABANY Trial Reenactment, “22 Lewd Chinese Women” (Bernard and Irene Schwartz Distinguished Speakers Series, NY Historical Society, Oct. 2014)
- Panelist, Winning Cases in Federal Court (with the Hon. Lorna Schofield and others) (June 2014)
- Presenter (with Barry Temkin, among others), “The Dirty Dozen: Mistakes Lawyers Make in Working with Clients” (Practicing Law Institute Jan. 2014)
- Faculty Member, Trial Advocacy Program (AABANY Sept 2013)
- Moderator, “Proposed Changes to the Federal Rules of Civil Procedure” (with Hon. John Koeltl and Gregg Kanter, among others) (NYCLA Fed. Courts Committee Sept. 2013)
- Faculty Member (with the Hon. Paul Crotty and Tom Marino among others), “Winning Cases in Federal Court – Part 2. Discovery” (NYCLA June 2013)
- Faculty Member, Deposition Bootcamp II (AABANY May 2013)
- Presenter (with Lew Tesser, among others), “The Dirty Dozen: Mistakes Lawyers Make in Working with Clients” (Practicing Law Institute Jan. 2013)
- Presenter (with the Hon. Marilyn Go, among others) Hot Topics in E-Discovery (NYCLA Nov. 2012)
- Faculty Member, Trial Advocacy Program (AABANY Sept. 2012)
- Presenter, “Bridge the Gap: Update on Financial Reform” (Practicing Law Institute, Aug. 2011)
- Faculty Member, Deposition Bootcamp and Ethics Minefield (AABANY July 2012)
- Presenter (with Gordon Eng, among others), “Ethical and Other Recent Developments in Financial Regulation and Litigation” (NYCLA May 2011)
- Speaker, “Recent Trends in Financial Litigation and Regulatory Actions” (Practicing Law Institute Jan. 2011)
- Faculty Member in Program on Federal Pleading Standards, “To Plead or Not To Plead: That is the Question Under Twombly and Iqbal” (AABANY Conference, Sept. 2010).
- Faculty Member in Program on Alternative Fee Arrangements (NAPABA Regional Conference, New Brunswick, May 2010)
- Faculty Member, “The Ethical Parameters of Zealous Advocacy” (NAPABA National Conference, Seattle, Nov. 2008)
- Faculty Member in CLE Presentation on “Litigation Implications of the Subprime Mortgage Crisis” (NYCLA Oct. 2008)
- Faculty Member at mock arbitration for training arbitrators (Tarrytown, New York, September 3, 2008)
- Faculty Member, CLE Presentation on Electronic Discovery Practice and Procedure (NYCLA, Sept. 16, 2008)
- Panelist, Advice from Seasoned Litigators, NAPABA Northeast Regional Conference (April 14, 2007)
- Panel Member, Antitrust Counseling: What Every In-House and Private Practitioner Should Know (ABA Section on Business Law, National Conference for the Minority Lawyer, Philadelphia, June 22, 2006)
- Faculty Member in AABANY CLE Presentation on Motion Practice in Federal Court (2006)
- Faculty Member in ABA Antitrust Section CLE Presentation on the Robinson-Patman Act (2002)