Rafael Zahralddin is the Managing Partner of the Wilmington, Delaware office of QPWB and National Practice Group Leader of the Business Law and Commercial Litigation Practice Group. A highly distinguished business attorney and litigator with over 30 years of experience, Mr. Zahralddin advises a global clientele on complex matters involving corporate and commercial litigation, bankruptcy, creditors' rights and workouts, and mergers & acquisitions. He focuses his practice on international law and trade, privacy, data protection and cybersecurity, and regulatory and compliance services, including the Foreign Corrupt Practices Act (FCPA) and cannabis law, utilizing a sophisticated approach to navigate complex international and domestic landscapes. He also provides strategic counsel on intellectual property and internet law, as well as corporate governance matters.
Throughout his career, Mr. Zahralddin has demonstrated a versatile advocacy across all federal and state courts in Delaware. He has spent three decades representing a diverse range of stakeholders, including debtors, creditors' committees, venture capitalists, and private equity funds, in high-stakes Chapter 11 reorganizations, intellectual property disputes, and corporate governance matters. He has also defended high profile executives in chapter 11 matters and secured a recovery of over $50 million for the permanently disabled employees of a global technology company in chapter 11. He is also highly regarded for his work in unclaimed property (escheat) litigation and compliance, a critical and high-value area of practice within the Delaware legal landscape. His technical proficiency is further enhanced by his status as a Six Sigma Green Belt, a methodology he applies to legal project management and the delivery of value-added legal services.
Prior to joining QPWB, Mr. Zahralddin held numerous leadership roles, including serving as a Practice Group Chair and Managing Shareholder for prominent regional and national firms. He has also served in various leadership positions in the American Bar Association and the American Bankruptcy Institute. . His background in academia is equally robust, having served as a tenure track Associate Professor of Law and later as an Adjunct Professor, teaching courses in Securities Law, Chapter 11, and International Commercial and Trade Law.
A prolific writer and lecturer, Mr. Zahralddin is the Co-Editor and author of several chapters in the American Bar Association's Reorganizing Failing Businesses. His contributions to the legal profession have been recognized by numerous publications, including being named a "Philadelphia Inquirer Influencer of Law" and receiving the Delaware Bar Association's Multi-cultural Section Community Service Award.
Mr. Zahralddin earned his Master of Laws from Georgetown University Law Center and his Juris Doctor from Widener University Delaware Law School, where he served as an Articles Editor for the law review. He also holds a Bachelor of Science in Architecture from the University of Virginia .
Mr. Zahralddin is licensed to practice law in Pennsylvania, New York, and Delaware. He is also admitted to practice before the Supreme Court of the United States, the U.S. Court of Appeals for the Third Circuit, and the U.S. District Court for the District of Delaware and has appeared in complex commercial litigation and chapter 11 cases across the country including in the District of Delaware, Southern District of New York, District of New Jersey, Eastern District of Virginia, the Southern District of Texas and the Northern District of Texas.
Publications
- Co-Editor and Author, Reorganizing Failing Businesses: A Comprehensive Review and Analysis of Financial Restructuring and Business Bankruptcy (3rd Edition), American Bar Association, Business Law Section (2017).
- Author, "Chapter 9: The Official Committee of Unsecured Creditors," Reorganizing Failing Businesses, American Bar Association
- Author, "Chapter 11: The Reorganization Plan," Reorganizing Failing Businesses, American Bar Association.
- Author, "The Intersection of Bankruptcy and Intellectual Property: Navigating Licensor Insolvency," Delaware Business Court Insider.
- Author, "Cross-Border Insolvency and the UNCITRAL Model Law: A Delaware Perspective," American Bar Association International Law News.
- Author, "Cybersecurity Governance: Fiduciary Duties in the Age of Data Breaches," Journal of Corporate Compliance and Regulatory Affairs.
- Author, "Cryptocurrency in Chapter 11: Valuation and Classification Challenges for Distressed Assets," American Bankruptcy Institute Journal.
- Author, "The Foreign Corrupt Practices Act (FCPA): Risk Mitigation Strategies for Multi-National Corporations," International Bar Association Review.
- Author, "Comparative Analysis of International Commercial Codes," Widener Law Review .
- Author, "Sovereign Immunity and International Trade Disputes," Georgetown Journal of International Law.
Representative Matters
- Special Litigation Counsel in Largest Bank Insolvency in U.S. History: Served as special litigation counsel in the Chapter 11 bankruptcy of the bank holding company of Washington Mutual. This was the largest bank insolvency in U.S. history, which resulted in a $7 billion settlement with the FDIC and J.P. Morgan.
- $50 Million Settlement for Multinational Telecom Company's Former Employees with Disabilities in Light of Bankruptcy: Served as lead counsel for the Official Committee of Long-Term Disability Participants in the bankruptcies of a multinational telecom company, Nortel, in which he secured a settlement of more than $50 million for the company's former employees with permanent disabilities.
- Coordinated and Negotiated Settlement Plan, Saving Clients Over $2.6 Million: Served as lead counsel for the Voluntary Employee Benefit Association of Former Disabled Employees for a multinational telecom company, where he was able to coordinate and negotiate a settlement plan and favorable Internal Revenue Service private letter ruling that saved his clients $2.6 million.
- Counsel to Governing Body of the Sovereign Nation of Nevis: Served as counsel in Delaware Chancery and the U.S. Bankruptcy Court for the governing body of a small Caribbean island in a dispute between the hospitality industry on the island and lenders who had withheld insurance funds needed after a natural disaster, which threatened to destabilize the Caribbean dollar.
- Cross-Border Bankruptcies and Chapter 15 Matters: Served as counsel to various parties in cross-border bankruptcies, including foreign representatives in Chapter 15 matters.
- Counsel in Various Significant Retail Bankruptcies Over the Past 20 Years: Served as counsel to various entities in some of the largest retail bankruptcies in the last 20 years, including debtors, landlords, private equity funds, and one of the largest fast-food retailers in the world.
- Chapter 11 Bankruptcy for Public Agribusiness Company Following Chinese Reverse Merger: Served as lead counsel for the equity committee in the Chapter 11 bankruptcy of a publicly traded agribusiness company, AgFeed, which was the result of a Chinese reverse merger that resulted in the successful sale of U.S.-based assets, assets in China, and a global settlement with the company, secured creditors, SEC, class action plaintiffs, and unsecured creditors. This resulted in a successful distribution to shareholders in an insolvent company that had little hope of recovery due to massive securities fraud in the U.S. and China.
- 100% Recovery for Unsecured Creditors: Served as co-counsel to the Unsecured Creditors Committee in several bankruptcies, which resulted in 100% recovery for unsecured creditors.
- Protection of IP Rights and Strategic Partnerships in Fortune 500 Tech, Science Bankruptcies: Counsel to various Fortune 500 technology- and science-based companies with issues in bankruptcy involving protection of intellectual property rights and key strategic partnerships.
- Counsel to 40+ National Trucking, Transportation and Logistics Companies in Bankruptcy: Served as counsel to various transportation and logistics companies in bankruptcy, and as defense counsel in bankruptcy litigation, including more than 40 national trucking and transportation companies that were sued for fraudulent transfers in the bankruptcy, in which he attained nuisance settlements or dismissals for all clients in the litigation.
- Investigation and Cross-Border Recovery of Assets in Transportation Bankruptcy: Served as lead counsel to the Official Committees of Unsecured Creditors in a transportation bankruptcy involving a fraudulent logistics company scheme with losses in excess of $100 million, which required investigation and recovery of assets domestically and cross-border.
- Lead Counsel in Bankruptcy, Largest Rolling Stock Auction in the Past 30 Years: Served as lead counsel to the Official Committees of Unsecured Creditors in the New England Motor Freight Chapter 11 involving the largest rolling stock auction in the last 30 years and the going-concern sales of two premium service regional truckload carriers.
- Litigation Counsel, Bankruptcy Counsel, and Committee Counsel Experienced in Labor and Employment Issues: Worked with both management and labor unions to resolve labor and employment issues in multiple national and cross-border bankruptcies in the retail, manufacturing, high technology, and energy industry sectors. Represented local unions and pension trustees in bankruptcy matters, including one of the largest retail grocery store chains, resulting in a pay increase and preservation of jobs through management of and guidance through the bankruptcy sales process. Represented special committees of ERISA benefits claimants and retirees in a large multinational's bankruptcy. Defended against, assisted as committee counsel, and successfully negotiated with WARN Act class action plaintiffs. Represented some of the most vulnerable employees, including retirees and disabled employees in bankruptcies, including successfully petitioning the court to appoint special official committees, litigating to successful outcomes, and negotiating favorable settlements.
- National Bankruptcy Counsel to One of the Largest Global Roof and Building Materials Companies: Served as counsel to various companies in the building trades, including national bankruptcy counsel to one of the largest roof and building materials companies in the world.
- Counsel to Oil and Gas Companies in Bankruptcy, Shipping and Maritime Matters: Counsel to various oil and gas industry companies, including one of the largest worldwide petroleum companies, in issues involving both upstream and downstream sectors, in bankruptcy matters, and matters involving shipping and maritime law.
- Energy Company Bankruptcy Involving National Security, Labor, Environmental and Operational Issues: Served as co-counsel to the Official Committee of Unsecured Creditors in the Philadelphia Energy Solutions bankruptcy and worked to keep the largest oil and diesel refinery in the eastern United States open, with special attention to issues of national security, labor, community relations, organized labor, environmental issues, and related operations. Also involved in the eventual auction, sale, and settlement related to proceeds of the sale of the refinery property and operations.
- Counsel to Officers and Directors in Governance and Stakeholder Disputes: Served as counsel to various officers and directors in disputes over governance issues, representing private equity firm directors, the C-suite, and founders. Has also represented post-confirmation trusts and trustees in pursuit of recoveries for bankruptcy estates from directors and officers on behalf of estate fiduciaries and creditor constituencies consisting of small to medium-sized businesses to large publicly held corporations.
- Counsel to Private Equity and Venture Capital Funds Across Industries: Counsel to venture capital funds and private equity funds, notably in the blockchain and distributed ledger technology, health care, transportation/logistics, energy, telecommunications, manufacturing, consumer products, and building products industries.
- Outside General Counsel to Nonprofits Across a Wide Range of Legal Needs: Counsel to various nonprofits, including service as general counsel to a national nonprofit trade group, in all aspects of operations, including employment (volunteer and employee handbook), governance, and leading the wind-down under state law of two large nonprofits after a crisis resulted in insolvency.
- Regulatory and Compliance Counsel Across Industries, Including with the FDA, DOJ, SEC and FTC: Provided regulatory and compliance counsel to clients in various industries, including matters involving the Food and Drug Administration, the Department of Justice, various agencies that govern import and export controls, the Securities and Exchange Commission, and the Federal Trade Commission.
- Representation of Multinationals in Various Cross-Border, Transactional Issues: Represented multinationals in various cross-border issues, including complex commercial transactions in sales contracts, bailments, consignments, and various secured transactions in both supply chain issues and distribution contracts.
- Privacy and Data Security Counsel to Businesses In and Outside of Bankruptcy: Representation of clients both inside and outside of bankruptcy regarding privacy laws and cybersecurity, including defense of class actions and related collateral attacks in business courts such as the Delaware Chancery Court against officers and directors.
Associations
- Federal Bar Association (Diversity and Inclusion Standing Committee, 2021-present; Bankruptcy Law Section; Bankruptcy Circuit Updates, Second Circuit Reporter, 2021-present)
- American Bar Foundation (Fellow)
- National Association of Corporate Directors (NACD) (Governance Fellow)
- Philadelphia Bar Association Commission on Judicial Selection and Retention (2018-2020)
- American Bar Association (Business Law Section: Business Law Fellow, Diversity Committee, Business Bankruptcy Committee, Trustee and Examiners Subcommittee Co-Chair, 2011-2014; Task Force on Professional Fees Co-Chair, 2012-2014; Ambassadors, Fellows and Diplomats Committee, 2008-2022. International Law Section: International Insolvency Committee, 2002-2007; Inter-American Committee Vice Chair, 2001-2002; Law Student & New Lawyer Committee Vice Chair, 2000-2001; International Legal Education Committee Vice Chair, 1999-2001)
- American Bankruptcy Institute (International Committee Co-Chair, 2016-2020; International Committee Co-Education Director, 2014-2015; International Committee Newsletter Editor, 2012-2013; International Committee Task Force Leader, 2010-2011)
- Leadership Council on Legal Diversity (Fellow, 2015; Alumni Executive Council, 2016-2017)
- Delaware State Bar Association (International Committee Co-Chair, 2017-present, Vice Chair, 2016-2017; Nominating Committee, 2011-2013; Multicultural Judges and Lawyers Section Chair, 2008-2009, Vice Chair, 2007-2008)
- Hispanic Bar Association of Pennsylvania (Advisory Board, 2015-present)
- Delaware Bankruptcy Inns of Court (January 2008-present)
- Richard S. Rodney American Inn of Court (June 2014-present)
- Turnaround Management Association (January 2013-present)
- Delaware Hispanic Bar Association (Advisory Board, 2019-present; Treasurer, April 2012-2019; President and Founder, 2008-2009)
- National Association of Credit Managers (NACM) (January 2012-present)
- Hispanic National Bar Association (Executive Committee, General Counsel, 2014-2015; Vice President of External Affairs, Executive Committee, 2013-2014; Deputy General Counsel, 2011-2012; Representative to Board of Governors for the Delaware Hispanic Bar Association, 2008-2013; Regional President for Region IV (Delaware and Pennsylvania), 2007-2010)
- Credit Research Foundation (January 2008-present)
- University of Virginia Club of Delaware (President, 2003-2009)
- DuPont Minority Counsel Network (Conference Planning Committee; Networking and Marketing Committee Chair; CLE Moderator, 2007-2008; Networking and Marketing Committee, 2006-2007; Privacy Panel: Security Breaches and E-mail Monitoring)
- DuPont Preferred Law Firm Network (Commercial Litigation Co-Chair, 2007-2008)
- United States Secretary of State Advisory Committee on International Insolvency (2000-2003)
- AALS (Minority Law Professor Section, 1996-2000)
- Inter-American Bar Association (1996-2000)
- Chapman University School of Law (Founding tenure-track faculty member and associate professor, 1995-2000)
- Widener University School of Law (Adjunct Professor, Chapter 11 Course, 2003-2010)
Pro Bono & Philanthropy
- True Access Capital (Director, 2022-present) — a community development financial institution
- Read Aloud Delaware (Board Member and Development Committee Member, 2006-2009)
- New Castle County Historic Review Board (Board Member, 2010-present)
- National Small College Rugby Association (Board Member, 2017-2019)
- National Collegiate Rugby Organization (President of the Board and Board Member, 2020-present)
- Road Warriors Lacrosse Inc. Board (Director, 2017-present)
- Belmont Shore Rugby Football Club (Player Representative to Board, 1996-2000)
- U.S.A. Rugby Super League (Board Member for Los Angeles/Long Beach Franchise, 1998-1999; Board Member for Philadelphia Franchise, 1998-2000, 2005-2007; Sponsorship Committee Chair, 2007; Disciplinary Committee, 2006-2008)
- Philadelphia Rugby Corporation, a Pennsylvania Non-Profit Corp. DBA Philadelphia Whitemarsh Rugby Club (Trustee, 2004-2005; President, 2005-2009)
- Army Navy Rugby Match (Chair, 2003-2005)
Awards & Honors
- Martindale-Hubbell, AV® Preeminent™ Rating
- Pennsylvania Super Lawyers®, Creditor Debtor Rights (2019-2022)
- Influencer of Law, Philadelphia Inquirer (2019)
- Top Minority Business Leader, Philadelphia Business Journal (2020)
- Best of the Bar, Philadelphia Business Journal (2020)
- Top 50 Latino Lawyer, Latino Leaders Magazine (2016-2022)
- MCCA Rainmakers Award, Minority Corporate Counsel Association (2014)
- Excellence in Community Service Award, Delaware State Bar Association Multicultural Judges and Lawyers (2016)
- Healthcare/Life Sciences Deal of the Year (Under $500MM), for the sale of Orexigen Therapeutics, Inc., M&A Advisor (2019)
- Restructuring Deal of the Year ($25MM-$50MM), for the New England Motor Freight bankruptcy, M&A Advisor (2019)
- Information Technology Deal of the Year (Under $250MM), for the sale of Violin Memory, Inc., M&A Advisor (March 2018)
- Large Company Transaction of the Year, for the sale of AgFeed USA to TriOak Foods and Smithfield/Murphy Brown, Turnaround Management Association (2014)
- M&A Deal of the Year (Over $50MM to $75MM) and Agriculture Deal of the Year, for the successful sale of AgFeed Industries, Inc. to Ningbo Tech Bank China, The 6th Annual International M&A Advisor (2014)
- Sec. 363 Sale of the Year (Over $50MM to $100MM), for the successful sale of AgFeed USA to TriOak Foods and Smithfield/Murphy Brown, 8th Annual M&A Advisor Turnaround Award (2014)
- Consumer Deal of the Year (Under $50MM), for the sale of AgFeed USA to TriOak Foods and Smithfield/Murphy Brown, ACG and M&A Advisor Champions Award (2014)
- Turnaround Atlas Awards, AgFeed Chapter 11 Plan of Reorganization and sale of assets to Ningbo Tech Bank, TriOak Foods, and Smithfield/Murphy (2014)
- Six Sigma Green Belt, State of Delaware (Delaware Economic Development Office) and Delaware Manufacturing Extension Partnership
