Richard B. Holbrook Jr.

Partner
Washington, D.C.
rholbrook@crowell.com
Phone: +1 202.508.8779
1001 Pennsylvania Avenue NW
Washington, DC 20004-2595

Richard B. Holbrook, Jr. is a partner in Crowell & Moring's Corporate Group. Mr. Holbrook represents financial institutions, high-tech companies, government contractors and other corporations on mergers and acquisitions, investments, joint ventures, and corporate transactions. He also has extensive experience with the formation of and investments into investment funds (representing both sponsors and limited partners) and a wide variety of commercial and corporate agreements, including joint venture agreements, IT-related services agreements, supply agreements and trademark licenses. Mr. Holbrook advises on matters relating to commodity futures law, including relating to commodity pool operators and commodity trading advisors.

Representative transactions that Mr. Holbrook has handled or assisted with include:

M&A and Joint Ventures

FinTech, RegTech, Market Structure and Financial Services

  • Goldman Sachs in its investment in LinkedIn Corporation., FTEN, Inc., J.L. McGregor & Co., Quantitative Services Group, LLC,TrimTabs Investment Research, Inc., APX, Inc., Epocrates, Inc.
  • Pivot Investment Partners in its investments in Cape Analytics, Snapsheet, DV01, Earnest Research, Cowbell Cyber and Bold Penguin.
  • Citibank, Credit Suisse, Goldman Sachs and JPMorgan in their investment in Access FinTech.
  • JPMorgan and Euclid Opportunities (NEX) in their investment in OpenFin.
  • Goldman Sachs, Wells Fargo, Pivot Investment Partners, and DRW Holdings in their investment in Droit Financial Technologies.
  • Goldman Sachs in connection with the spin-off of its REDI business (a software-based execution management system business) and the related investment by Bank of America Merrill Lynch, Barclays Bank, Citadel Securities, BNP Paribas, and Lightyear Capital into REDI.
  • Outside corporate counsel to The Green Exchange, a designated contract market (futures) that was a consortium among the Chicago Mercantile Exchange, Morgan Stanley, Goldman Sachs, J.P. Morgan, and other major market participants, including in connection with the sale of The Green Exchange to the Chicago Mercantile Exchange.
  • Bank of America Merrill Lynch, Barclays Capital, Citadel Securities, Citigroup, Goldman Sachs, TD AMERITRADE, and UBS in their proposed purchase of a significant equity interest in NYSE Amex options, an options exchange operated by NYSE Euronext.
  • Goldman Sachs and Vernon & Park in their investment in UNX Holdings LLC.
  • NYSE Euronext in its acquisition of Wombat Financial Software, Inc.
  • A London Stock Exchange-listed company in its acquisition of a commodity futures and OTC financial products company.
  • Citigroup in its acquisition of Lava Trading Inc.

Information Technology

  • OpenText Corporation, a NASDAQ and Toronto Stock Exchange listed provider of information technology, in connection with its acquisitions of Catalyst Repository Systems, Inc., Covisint Corporation, EasyLink Services International Corporation (a NASDAQ-listed provider of business messaging and transaction services), Informative Graphics Corp., Global360, MetaStorm and Streamserve.
  • SecureWave, a Luxembourg company, in its sale to PatchLink Corporation (now Lumension).

Fund Formation and Investments

Mr. Holbrook has an active practice representing fund sponsors and investors in fund formation and GP-transactions across a variety of fund strategies, principally focused on private equity and venture capital strategies (particularly FinTech related funds), as well as crypto- and commodity strategies, including representation of anchor investor in a private equity fund and GP-investment transaction; representations of investors in multiple venture capital, private equity and other strategies; ongoing representations of sponsors in formations of multiple crypto-related funds and investment vehicles; and representations of sponsors in proposed venture capital funds, including sponsors of funds related to accelerator/incubators. After formation of a fund or investment in a fund, Mr. Holbrook often represents the sponsor or investors in ongoing investments and matters.

Government Contractors

  • ForceX, a government contractor, in its sale to L-3 Communications.
  • BAE Systems in various M&A transactions and joint ventures.
  • A software company in its acquisition of assets and the formation of a joint venture to develop software for the public health sector.

Additional Transactions

  • Kobe Steel and Kobelco Construction Machinery in a global alliance and related asset and share acquisitions and dispositions, technology licensing arrangements, joint venture arrangements and supply arrangements with another construction equipment manufacturer in a transaction spanning Japan, the United States, Italy, the United Kingdom, Australia, The Netherlands, Germany, Shanghai and Singapore.
  • A luxury goods manufacturer in a joint venture with a Japanese trading company, including with respect to trademark arrangements, joint venture arrangements, share purchase arrangements and production and supply arrangements in Japan.
  • An information provider in a joint venture-like arrangement and database licensing arrangement in the Japanese OTC pharmaceutical market.
  • An Asian sovereign and several state-owned corporations vis-à-vis a syndicate of international banks in connection with the restructuring of a syndicated loan and the settlement of related arbitration.
  • A consortium of major specialty plastics manufacturers in the United States and Europe in the formation of a joint venture for online sales of specialty plastics.
  • A secured lender during the out-of-court work-out of a NYSE listed computer equipment leasing company.

From 1998 until 2004, Mr. Holbrook was associated with Cleary, Gottlieb, Steen & Hamilton. While at Cleary Gottlieb, Mr. Holbrook spent more than three years in their Tokyo, Japan office. AsiaLaw recognized Mr. Holbrook as a leading lawyer in Japan for M&A and Corporate Finance in AsiaLaw's Leading Lawyers 2003.

Mr. Holbrook clerked for the Honorable Emilio M. Garza on the U.S. Court of Appeals for the Fifth Circuit from 1997 to 1998. Mr. Holbrook is proficient in oral and written Japanese. He has lived and worked in Japan for more than five years.


Affiliations

Admitted to practice: District of Columbia, Georgia (inactive)



Highlights, News & Knowledge

Speeches & Presentations

  • "Cross-Border Financing of Fintech Start-ups: A Practical Look at Venture Debt and Venture Equity Financing Practices in Canada, Europe and the U.S.," ABA Business Law Section 2019 Annual Meeting, Washington, D.C. (September 13, 2019). Moderator: Jonathan Cardenas; Panelist: Richard B. Holbrook, Jr.
  • "Cross-Border Fintech Investment: From Venture Financing to Private Equity and Beyond," ABA Business Law Section 2019 Spring Meeting, Vancouver, Canada (March 28, 2019). Program Chair and Moderator: Jonathan Cardenas; Panelist: Richard B. Holbrook Jr.
  • "Coming to America: Corporate Law Considerations Applicable to Investments in the United States," International Law Institute (October 23, 2017). Speakers: Richard B. Holbrook Jr. and Jonathan Nesher.
  • "Selling Your Business: From Founding to Managing Sale Proceeds," Crowell & Moring Webinar (May 19, 2017). Presenters: Richard B. Holbrook Jr., David B. Robbins, Sam Garbia, Marc Marlin, and Rick Schultz.
  • "Private Equity in the Fintech Sector," Family Office & Private Equity Dealmakers Breakfast Series, New York, NY (October 6, 2016). Participants: Richard B. Holbrook, Jr. and Mitchell L. Rabinowitz.

Publications

  • "SEC Telegram Injunction Is A Wakeup Call For Token Investors," Law360 (April 21, 2020). Authors: Michelle Ann Gitlitz, Richard B. Holbrook, Jr., Jorge Pesok, and Kayvan M. Ghaffari.
  • "Proposed Margin Rules For Uncleared Swaps Will Be Costly," Law360 (October 14, 2014). Co-Authors: Richard B. Holbrook Jr., Jenny E. Cieplak, and Eric Edwards.
  • "Uncleared Swaps Margin Proposals: Issues for CCOs To Consider," Institutional Investor's Compliance Reporter (October 6, 2014). Co-Authors: Richard B. Holbrook Jr., Jenny E. Cieplak, and Mike Gill.
  • "Over a Barrel: Strategic Considerations for Investment Funds at the Crossroads of Antitrust and Securities Law," Bloomberg BNA – Antitrust & Trade Regulation Report, Vol. 103, No. 2579 (December 2012). Co-Authors: Richard C. Holbrook, Jr., Kelly G. Howard, Ryan Tisch, and Christie Stahlke.

Client Alerts & Newsletters


Firm News & Announcements

Jun.27.2019 DEAL NOTE: Crowell & Moring Assists Clearway Energy, Inc. in the Repowering of Two Wind Energy Projects
Oct.14.2016 Crowell & Moring Named a Top Firm for Serving Latin America by Latinvex
May.05.2016 Deal Note: Crowell & Moring’s Team Represents OpenText in its $100 Million Dollar Acquisition of ANXe Business Corp.
Oct.16.2015 Crowell & Moring Named a Top Arbitration Firm in Latin America by Latinvex