Photo of Todd L. Padnos

Todd L. Padnos

Partner
San Francisco
T: 415.774.2938
F: 415.434.3947

Industries

Education

  • J.D., Loyola University Chicago School of Law, 1992
  • B.A., Emory University, 1989
  • California
  • Illinois
  • New York (pending)
  • U.S. Court of Appeals, 2nd Circuit
  • U.S. Court of Appeals, 7th Circuit
  • U.S. Court of Appeals, 9th Circuit
  • U.S. District Court, Northern District of Illinois
  • U.S. District Court, Northern, Southern, Eastern and Central Districts of California
Overview
Experience
Publications & News

Todd L. Padnos is a partner in the Business Trial and Finance & Bankruptcy Practice Groups in the firm's San Francisco office. 

Areas of Practice

For over twenty years, Mr. Padnos has represented clients in regulatory, litigation and restructuring matters throughout the country.

Mr. Padnos devotes much of his practice toward the representation of insurance companies operating in markets across the United States.  He counsels insurers on a broad range of compliance matters, including rate regulation, pricing, product formation, underwriting, claims handling practices, operations, premium tax, reinsurance, corporate governance, licensing, market conduct and financial examinations, consumer complaints and deceptive practices claims, and internal and regulatory investigations, as well as legislative and rulemaking matters. In addition, Mr. Padnos regularly represents insurers before state insurance departments, administrative tribunals and state and federal courts across the country on a wide variety of matters, including ratemaking, market regulation and compliance, claims handling, and insolvencies and restructurings. 

Mr. Padnos devotes the balance of his practice toward the representation of distressed companies, creditors and asset purchasers in workouts, restructurings and bankruptcy cases. 

Prior to joining Sheppard Mullin, Mr. Padnos was a partner of Dewey & LeBoeuf LLP, LeBoeuf Lamb Green & MacRae LLP, and Orrick, Herrington & Sutcliffe LLP.  

Representative Insurance Regulatory Litigation Matters – P&C

  • Allstate Insurance Company, in the insurance industry's first effort to utilize the Fama-French derivation of the capital asset pricing model for calculating its cost of capital when developing its rates.
  • Allstate Insurance Company, in the industry’s first challenge to the application of California’s new prior approval regulations imposing new restrictions on ratemaking affecting annual premiums exceeding $600 million.
  • Allstate Insurance Company, in the industry’s first effort to have a Florida private passenger automobile rate application adjudicated by an arbitration panel.

Representative Insurance Regulatory Litigation Matters – Title

  • Chicago Title Insurance Company, Commonwealth Land Title Insurance Company, Fidelity National Title Insurance Company, Lawyers Title Insurance Corporation and Ticor Title Insurance Company in real property title insurance ratemaking and ratemaking-related matters in jurisdictions across the country, including California, District of Columbia, Florida, Indiana, Louisiana, Maryland, Michigan, Nebraska, Nevada, New Mexico, New York, South Carolina, and Texas.
  • Ticor Title Insurance Company of Florida, Commonwealth Land Title Insurance Company and Lawyers Title Insurance Corporation, in market conduct examinations and subsequent enforcement actions brought by the Indiana Department of Insurance to modify the regulatory landscape.
  • Fidelity National Financial, Inc., in the nation’s first personal property title insurance rate hearing.
  • Fidelity National Financial, Inc., in an effort to repeal and/or invalidate a California regulation that, if enforced, would have mandated a massive rate reduction and compliance with a statistical plan requiring more than $275 million to implement.
  • Fidelity National Financial, Inc., in an industry-wide investigation undertaken by the General Accountability Office at the direction of the House Committee on Financial Services.
  • Fidelity National Financial, Inc., in an industry-wide investigation undertaken by the Florida Office of Insurance Regulation.
  • Fidelity National Financial, Inc., in a regulatory investigation brought by New York Attorney General Elliott Spitzer.

Representative Insurance Regulatory Litigation Matters – W/C

  • Zurich American Insurance Company, in a regulatory enforcement action seeking to invalidate all of its large deductible workers’ compensation collateral agreements and revoke its license to write new business in the State of California.
  • Accident Fund Insurance Company of America, in defense of a reverse false claims action alleging that workers' compensation and liability insurers failed to comply with their obligations under the Medicare Secondary Payer Act.
  • YRC, Inc., one of the world’s largest transportation service providers, with respect to self-insured workers’ compensation insurance collateral determinations in jurisdictions throughout the country.
  • CompWest Insurance Company, in various claims handling disputes.

Representative Insurance Regulatory Consulting Matters

  • Co-authored the mitigation plan used in convincing the U.S. Justice Department not to indict a major insurance company.
  • Various insurers in internal investigations and negotiation of non-prosecution agreements with various regulators.
  • Automobile Club of Southern California regarding various compliance matters.
  • California State Compensation Insurance Fund regarding various compliance matters. 
  • Infinity Insurance Company regarding various compliance matters.

Representative General Litigation Matters

  • Arnold Rissman, defense of a $100+ million securities fraud and duress lawsuit related to the sale of Tiger Electronics to Hasbro, Inc., which victory was affirmed by the Seventh Circuit Court of Appeals.
  • In re Fretter, Inc., prosecution of a multimillion-dollar fraud lawsuit against the liquidating consumer electronics store chain and certain of its officers and directors.
  • Chairman of major financial services holding company, prosecution of a multimillion-dollar fraud lawsuit against a hedge fund.
  • Dish Network, in a dispute with a supplier of componentry used in the manufacture of its satellite television transceivers.
  • Shareholders of a state-chartered bank, in a post-sale lawsuit brought by the purchaser for breach of representations and warranties. 

Representative Debtor Restructuring Matters

  • Ambac Financial Group, Inc. & Ambac Assurance Corporation, in the former’s chapter 11 restructuring and the latter in its restructuring and the creation, administration and rehabilitation of a segregated account of certain assets and liabilities, in what was described by U.S. News & World Report as "the biggest bankruptcy of the year."
  • HA-LO Industries, Inc., the country’s leading promotional products distributor, in its chapter 11 restructuring.
  • Murray Energy Corporation, the country’s largest privately held coal mining company, in its out-of-court restructuring.
  • Leading life insurance company, in its out-of-court restructuring.

Other Representative Restructuring & Insolvency Matters

  • LandAmerica Financial Group, Inc., representing Fidelity National Financial, Inc. in its acquisition of Commonwealth Land Title Insurance Company and Lawyers Title Insurance Corporation through a highly contested section 363 asset sale requiring approval of the Bankruptcy Court administering the parent holding company, the Nebraska state court administering the rehabilitation cases of the target companies, three state insurance commissioners and the Federal Trade Commission.
  • Aviza Technology, Inc., representing Applied Materials in its acquisition of a patent portfolio from Aviza through a section 363 asset sale.
  • Fleetwood Enterprises, Inc., representing Deutsche Bank Trust Company Americas in its capacity as the indenture trustee to the holders of the senior secured securities in the chapter 11 restructuring and subsequent liquidation of one of the country’s largest manufacturers of recreational vehicles and pre-fabricated housing.
  • Biosolids processing facility, representing Deutsche Bank National Trust Company in its capacity as the indenture trustee in the out-of-court restructuring of this entity.
  • Foxwoods Resort Casino, representing Deutsche Bank Trust Company Americas in the out-of-court restructuring of the Mashantucket Western Pequot Tribal Nation-owned casino.
  • AbitibiBowater Inc., representing Bank of New York Mellon as collateral agent in the chapter 11 case of this pulp and paper manufacturer.
  • Global Container Lines, Ltd., representing Triton Container International Ltd. in the chapter 11 restructuring of this multi-modal international shipping company.
  • ProtoStar I, Ltd., representing Echostar Corp. in connection with its pursuit of satellite assets in the former’s chapter 11 case.
  • Conso International Corp., representing GATX Corp., Lincoln National Life Insurance Company and SunTrust Equity Funding in the out-of-court restructuring of this leading textile manufacturer.
  • Tranz Rail, representing a consortium of secured lenders in the restructuring of the New Zealand National Railroad.
  • Dillingham Construction Corp., representing a consortium of secured lenders in the restructuring of this international construction firm.
  • West Contra Costa Healthcare District, representing the Principal Financial Group, Inc. in the chapter 9 restructuring of this public hospital.
  • Intellisys Group, Inc., representing Fleet Business Credit as the senior secured lender in the chapter 11 bankruptcy sale of this leading audio-video systems integration company.
  • Midpac Lumber Company, Ltd., representing CIT Group/Business Credit, Inc. in defense of lender liability claims.
  • Pacesetter Industries, Inc., representing Fleet Business Credit as the senior secured lender in the chapter 11 restructuring of one of the country’s largest manufacturers of modular commercial buildings.
  • Kids Creek Partners L.P., representing Leighton Holdings, Inc. in the defense of lender liability and equitable subordination claims.
  • Ad hoc bondholder groups in out-of-court restructurings of various issuers.
  • NBD Bank, LaSalle Bank, Harris Bank, Comerica Bank, among others, in various chapter 11 cases and related litigation matters.
  • Purchaser of portfolios of distressed assets from the Resolution Trust Corporation in connection with the chapter 11 cases and out-of-court restructurings of the portfolio borrowers.

Representative Pro Bono Matters

  • San Francisco Chamber of Commerce, Google, Inc., H5 and Levi Strauss & Co. in the submission of an amicus curiae brief filed with the California Supreme Court seeking to uphold the marriages of same-gender couples performed prior to the effective date of California Proposition 8's ban on same-gender marriage.
  • Representation of military veterans in pursuit of benefits from the Department of Veterans Affairs.

Boards

  • Pro Bono Advisory Board, Swords to Plowshares (2014 to present)
  • Pinnacle at Dublin Ranch Golf Club Homeowners Association (2004 to present)

Articles

  • Board of Editors, The Bankruptcy Strategist (2005 to present)
  • Editor, The Sheppard Mullin Finance & Bankruptcy Blog
  • Co-author, “CDOs are Less Bankruptcy Remote Than You Thought – Strategies for Increased Protection for Junior Noteholders,” The Bankruptcy Strategist, Volume 29, Number 3 (January 2012)
  • Co-author, "Exchange-Traded Solvency Derivatives: Considerations for the Restructuring Community," The Bankruptcy Strategist, Volume 24, Number 6 (April 2007)
  • Co-author, "Debtor Strategies for Avoiding Unfavorable Tax: Consequences from Debtor Collection of Employee Loans," The Bankruptcy Strategist, Volume 23, Number 12 (October 2006)
  • Co-author, "Collecting D&O Insurance Proceeds: Winning the Race," The Bankruptcy Strategist, Volume 22, Number 9 (September 2005) 
  • Co-author, "Sales Pursuant to Section 363 of the Bankruptcy Code -- the Perspective of the 'Stalking Horse'" (2003)