Mitchell L. Rabinowitz is a partner with Crowell & Moring's Corporate Group and a member of the firm's Management Board. His practice focuses on U.S. and international transactional matters, with deep and extensive experience in the financial services industry and, in particular, FinTech and market structure transactions within the industry. Mr. Rabinowitz assists key players in the financial services industry to launch, build, jointly create, invest in, and acquire and sell businesses built at the industry’s intersection with technology and that are intended to impact the structure of the financial markets, solve for inefficiencies in the markets, and/or respond to the ever changing regulatory environment. He provides his clients with unique skills and insights based on his understanding and knowledge of the industry, its market structure, the major industry players, and the regulatory environment.
Mr. Rabinowitz’s experience comprehensively spans this space, including complex consortium, joint venture and strategic alliance transactions, mergers and acquisitions, technology outsourcings, and a wide range of related arrangements, including electronic trading platform arrangements, market data and analytics, software/technology development and maintenance, license, management, partnership, operating, and shareholder agreements. His experience includes extensive work on the creation of electronic trading platforms, alternative trading systems, exchanges, swap execution facilities, clearinghouses, and data repositories.
His decades of experience include extensive work with many of the principal and largest industry players (including a large number of the leading investment banks in the world), infrastructure providers, start-ups, and newly created consortium entities.
Mr. Rabinowitz began his legal career at Cleary Gottlieb Steen & Hamilton, where he was a corporate and transactional attorney for 12 years.
Joint venture, consortium and strategic alliance transactions that Mr. Rabinowitz has handled include the following:
- R3CEV and a consortium of banks in their collaborative exploration of distributed ledger and blockchain technology. The banks involved include Banco Santander, Bank of America, Barclays, BBVA, BMO Financial Group, BNP Paribas, BNY Mellon, CIBC, Citi, Commerzbank, Commonwealth Bank of Australia, Credit Suisse, Danske Bank, Deutsche Bank, Goldman Sachs, HSBC, ING Bank, Intesa Sanpaolo, J.P. Morgan, Macquarie Bank, Mitsubishi UFJ Financial Group, Mizuho Financial Group, Morgan Stanley, National Australia Bank, Natixis, Nomura, Nordea, Northern Trust, OP Financial Group, Royal Bank of Canada, Royal Bank of Scotland, SEB, Scotiabank, Societe Generale, State Street, Sumitomo Mitsui Banking Corporation, Toronto-Dominion Bank, UBS, UniCredit, U.S. Bancorp, Wells Fargo, and Westpac Banking Corporation.
- Barclays, HSBC, and Morgan Stanley in their effort together with Markit to launch the first centralised, cloud based data hub for third party risk management processes focusing on vendor due diligence and ongoing monitoring.
- Four leading investment banks in creating a new electronic auction and trading platform for a derivative instrument.
- Thirteen leading investment banks in a prepaid fee arrangement with a third party to fund the build-out of a new service mandated by Dodd-Frank.
- Eight leading commercial and investment banks in their investment in a data exchange, and accompanying restructuring regarding privacy and third party technology service provider arrangements.
- ICAP and its wholly-owned subsidiary Traiana in the sale of an equity stake in Traiana to Bank of America Merrill Lynch, Barclays, Citi, Deutsche Bank, J.P. Morgan, Nomura, and Royal Bank of Scotland.
- Bank of America Merrill Lynch, Citi, Commerzbank, Goldman Sachs, HSBC, and J.P. Morgan as liquidity providers of FXSpotStream LLC, and the equity holders in creating LiquidityMatch LLC (the parent holding company of FXSpotStream), a majority of which equity holders are also liquidity providers. FXSpotStream provides a multibank spot FX price aggregation service.
- Bank of America Merrill Lynch, Citi, Credit Suisse, Deutsche Bank, J.P. Morgan, Morgan Stanley, and UBS, among others, in working with IntercontinentalExchange, Inc. to develop its over-the-counter FX clearing service.
- Bank of America Merrill Lynch, Barclays Capital, Citadel Securities, Citigroup, Goldman Sachs, TD Ameritrade, and UBS in their purchase of a significant equity interest in NYSE Amex options, an options exchange operated by NYSE Euronext.
- Citadel Securities, GETCO, Goldman Sachs, Morgan Stanley, and UBS in their purchase of a significant equity interest in NYSE Liffe U.S., the U.S. futures exchange of NYSE Euronext.
- ICAP and Traiana in their joint venture with CLS Group to provide trade aggregation services to participants in the over-the-counter FX market, which was supported by Bank of America, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, J.P. Morgan, Morgan Stanley, and Royal Bank of Scotland.
- Bank of America, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Merrill Lynch, and UBS in the creation, together with IntercontinentalExchange, Inc., of ICE US Trust LLC, the first clearinghouse for credit default swaps.
- Goldman Sachs in its joining ELX Futures, L.P., a new fully electronic futures exchange, as a founding partner.
- Goldman Sachs in its investment in Direct Edge, a consortium with Knight Capital Group and Citadel Derivatives Group.
- Goldman Sachs in the creation, together with Resource Capital Funds, Pegasus Partners, Traxys and Carint Group, of a new entity to acquire the Mountain Pass rare earth mining operations of Chevron Mining Inc.
- Morgan Stanley in its investment in i-Swap, an inter-dealer platform for OTC interest rate derivatives launched by ICAP. Bank of America Merrill Lynch, Barclays, Citi, Deutsche Bank, and J.P. Morgan are also investors.
- Credit Suisse in a joint venture with Tower Research to create Wake USA for the fixed-income trading space.
- BrokerTec Global, LLC in its formation and operations.
- BrokerTec Futures Exchange, LLC and BrokerTec Clearing Company, LLC in their formation and operations.
- Salomon Smith Barney, as part of a consortium including Merrill Lynch, Microsoft and Thomson Financial, in the formation of i-Deal LLC, which was created to develop and operate technology to enable the securities industry to conduct equity and debt capital raising over the internet.
- Nikko Citigroup Limited in the formation of JapanCross Securities of Japan, a joint venture with Instinet Corporation. JapanCross engaged in sessional crossing of Japanese equity securities.
- Deutsche Bank in its original investment in TradeWeb Group LLC.
- Grupo Financiero Bancomer of Mexico in its joint venture with Commercial Credit Company to form a consumer finance joint venture operating in Mexico.
- Wells Fargo Bank in its joint venture with Norwest Mortgage Inc. to form Town Square Mortgage, a California general partnership. Town Square Mortgage engaged in mortgage origination and marketing activities.
- Nortel Networks in its strategic alliance with Microsoft for unified communications.
- Koch Industries in its joint venture with the Saba family of Mexico to form KoSa B.V. KoSa purchased and operates the global polyester production business of Hoechst AG.
- Borealis A/S of Denmark in its joint venture with NOVA Chemicals of Canada to form NOVA-Borealis Compounds LLC. Borealis Compounds, as it is now known, produces wire and cable resins.
Mr. Rabinowitz has provided M&A advice for the following transactions and clients:
- Citadel Securities in its acquisition from KCG of the direct market making business on the floor of NYSE.
- Bank of America, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Merrill Lynch, and UBS, as shareholders in The Clearing Corporation, in connection with the sale of The Clearing Corporation to IntercontinentalExchange, Inc.
- NYSE Euronext in its acquisition of Wombat Financial Software, Inc.
- ICAP in its acquisition of Enso Financial Analytics.
- ICAP in its acquisition of Traiana, Inc.
- FXall in its acquisition of LavaFX and its foreign exchange electronic trading platform from Citigroup.
- Citigroup in its acquisition of Lava Trading Inc.
- Citigroup in its acquisition of the derivatives markets business of Knight Trading Group Inc.
- Citigroup in its acquisition of Forum Financial Group, a provider of mutual fund and hedge fund administration, accounting, and transfer agency services.
- BrokerTec Global, LLC, an electronic inter-dealer broker for fixed income securities, in the sale of its US and European trading operations to ICAP. BrokerTec Global was a consortium consisting of Goldman Sachs, Morgan Stanley, Salomon Brothers, Lehman Brothers, Credit Suisse First Boston, Merrill Lynch, Deutsche Bank, Dresdner Kleinwort Wasserstein, JP Morgan Chase, Banco Santander, Barclays Bank, UBS, ABN AMRO, and Greenwich Capital.
- BrokerTec Futures Exchange, LLC, an electronic futures exchange, in the acquisition of it by Eurex Frankfurt AG and Eurex's US futures exchange.
- Deutsche Bank Securities Inc. in the sale of its correspondent clearing business to the Pershing Division of Donaldson, Lufkin & Jenrette Securities Corporation.
- Government Securities Clearing Corporation and MBS Clearing Corporation in their acquisition by the Depository Trust & Clearing Corporation.
- Government Securities Clearing Corporation and MBS Clearing Corporation in their merger to form the Fixed Income Clearing Corporation.
- Barclays Global Investors in its sale of its defined contribution benefit plan business to Merrill Lynch.
- Wells Fargo Bank in the sale by Wells Fargo and Nikko Securities of their joint venture, Wells Fargo Nikko Investment Advisors, to Barclays Bank.
- South African Breweries plc in its acquisition of Miller Brewing Company from Philip Morris Companies Inc.
- KoSa B.V., a joint venture between Koch Industries and the Saba family of Mexico, in its acquisition of the worldwide polyester production business of Hoechst AG.Stockholders of Abeefe S.A., a Peruvian pharmaceutical company, in the sale of Abeefe to Bristol-Myers Squibb.
Financing transactions that Mr. Rabinowitz has handled include the following:
- Bank of America Merrill Lynch, Barclays, Citi, Deutsche Bank, Goldman Sachs, HSBC, J.P. Morgan, and Morgan Stanley as selling shareholders in the IPO of Markit and subsequent registered sales of shares in Markit.
- Goldman Sachs in its investment in Motif Investing, Inc.
- Goldman Sachs in its investment in LinkedIn Corporation.
- Goldman Sachs in its investment in FTEN, Inc.
- Goldman Sachs in its investment in APX, Inc.
- Goldman Sachs in its investment in Epocrates, Inc.
- Goldman Sachs in its investment in Quantitative Services Group, LLC.
- Goldman Sachs in its investment in TrimTabs Investment Research, Inc.
- Goldman Sachs in its investment in Derivix Corp.
- Goldman Sachs in its investment in JL McGregor & Company.
- ICAP in its investment in Enso Financial Analytics.
- ICAP in its investment in OpenGamma, Inc.
- The Texas Pacific Group in the restructuring of approximately $900 million in debt of MEMC Electronic Materials, Inc. acquired by the Texas Pacific Group from E.ON AG into convertible preferred stock, senior subordinated notes and warrants.
- The Texas Pacific Group in its purchase of $100 million of convertible preferred stock in a PIPE offering by ON Semiconductor, Inc.
- JPMorgan Fleming Asset Management in the purchase of convertible debt issued by Ovation, Inc., a fine arts cable station.
- KoSa BV in obtaining a senior secured credit facility from a bank syndicate led by JP Morgan and Chase Manhattan Bank to finance its acquisition of the worldwide polyester production business of Hoechst AG.
Connect with Mitchell Rabinowitz on LinkedIn.
Admitted to practice: District of Columbia, Maryland
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