R. Alec Dawson counsels both private and publicly held companies in US and international transactional matters. He structures and negotiates mergers and acquisitions (M&A) and joint venture transactions for strategic and financial acquirers. With an extensive private equity, public company, and financial services client list, Alec is a trusted advisor to corporations and their general counsel, executive leadership, and boards of directors as they navigate business transactions and ongoing legal and regulatory challenges. He co-chairs the firm’s financial services M&A initiative and Special Purpose Acquisition Company (SPAC) Task Force, and is a former deputy leader of its global corporate and business transactions practice.
He gives excellent advice and manages difficult situations with significant skill.
He does a brilliant job of navigating difficult, thorny issues.
Alec provides private equity clients with full-spectrum representation, including advice in connection with leveraged acquisitions, exits, and material portfolio company and fund-level legal issues.
In financial services matters, he navigates applicable regulatory approvals and requirements, including those imposed by the Bank Holding Company Act (BHCA) and False Claims Act (FCA), the Financial Industry Regulatory Authority (FINRA), and US Securities and Exchange Commission (SEC), and broker-dealer and investment advisor regulations, as well as related customer, employee, and third-party contractual and consent issues.
Alec formerly worked as an account supervisor in the New York office of a US advertising agency. He also served as a law clerk for US District Judge Cameron Currie.
Public Company Matters
Represented Jefferies and its subsidiary, Golden Queen Mining Company, LLC, operator of the Soledad Mountain mine and heap leach operation located in Kern County, Southern California, in the sale of Golden Queen to Andean Precial Metals Corp
Represented Jefferies Financial Group in the $115 million sale of Foursight Capital, an automobile finance company, to OneMain Holdings, Inc.
Represented Jefferies Financial Group and its portfolio company, Golden Queen Mining Company, LLC, operator of the Soledad Mountain mine and heap leach operation located in Kern County, Southern California, in the sale of Golden Queen to Andean Precial Metals Corp
Represented Hostess Brands, Inc. in its sale to The J.M. Smucker Co. in a cash and stock tender/exchange offer valued at approximately $5.6 billion
Represented Zurn Water Solutions Corporation, formerly known as Rexnord Corp., in its $1.7 billion stock-for-stock merger with Elkay Manufacturing Company, a market leader in the commercial drinking water solutions business
Represented Rexnord Corp., a multiplatform industrial leader, in its definitive agreement with Regal Beloit Corp. under which Rexnord separated its Process & Motion Control (PMC) segment by way of a tax-free spinoff to Rexnord shareholders and then combined it with Regal in a Reverse Morris Trust (RMT) transaction, creating a $10 billion PMC business
Represented Health Net Inc., a managed care organization, in its $15 billion merger with Centene Corporation
Represented Duff & Phelps LLC and its senior executive team in the $4.2 billion sale of Duff & Phelps from Permira to a consortium led by Stone Point Capital and Further Global
Counseled Jefferies Group in a decades-long relationship including its $10 billion merger of equals with Leucadia National; the sale of shares in its $1.4 billion sale of KCG Holdings, an electronic trading company, to Virtu Financial; and sales of key portfolio companies including National Beef and Idaho Timber
Represented Apollo in a series of transactions including its $813 million acquisition of Smart & Final Inc.; $3.1 billion acquisition of Claire’s Shops; $1 billion acquisition of CKE Restaurants Inc.; and $1.36 billion acquisition of The Fresh Market
Represented various banks in their capacity as financial advisors, including DBO Partners as advisor to AMD in its $35 billion acquisition of Xilinx and its $2 billion acquisition of Pensando Data Processing Units
Represented Far Peak Acquisition Corporation in connection with its $550 million initial public offering of units consisting of ordinary shares and warrants
Represented Far Point Acquisition Corp., a SPAC sponsored by Dan Loeb and Third Point Capital and Tom Farley, former president of the NYSE, in handling all aspects of its initial business combination with Global Blue, a Silver Lake portfolio company, including counseling its board through a recommendation change and renegotiated transaction valued at more than $2 billion
Represented Hostess Brands LLC in its merger with Gores Holdings Inc., a SPAC sponsored by an affiliate of The Gores Group LL
Financial Services Matters
Represented Bullish in its acquisition of CoinDesk, a media, events, indices, and data company for the global crypto economy, from Digital Currency Group
Represented BIDS Trading Inc., a registered broker-dealer and the operator of the BIDS Trading Alternative Trading System (ATS), in its sale to CBOE Global Markets, Inc.
Represented Jackson National Life Insurance and its affiliate, National Planning Holdings, Inc. (NPH), in the $325 million sale of NPH’s independent broker-dealer network to LPL Financial LLC
Represented Wells Fargo Securities in its acquisition of Merlin Securities LLC, a prime brokerage services and technology provider
Represented Morgan Stanley in a series of strategic investments and joint ventures involving scores of counterparties:
Series A financing of Kuberno Ltd. (UK), a company offering a global legal entity governance platform
Series A-3 financing of LeapXpert, an enterprise conversational solution provider that enables enterprises to integrate secured consumer messaging applications into their business processes
Series F financing of SirionLabs Pte. Ltd., which is in the business of creating, owning, and operating a SaaS cloud enterprise software application for contract authoring, review and negotiation, contractual obligation management, supplier management, vendor governance, outsourcing governance and analytics
Strategic investment in Neudata Limited, a company providing data sourcing and evaluation services to data users in the financial services industry
Sale of interest in TMC Bonds to Intercontinental Exchange, Inc. for a total value of $650 million
Multiple stock and warrant investments in MIAX Options Exchange, a fully electronic options trading exchange focused on derivatives trading
Investment and subsequent sale of stock in the Philadelphia Stock Exchange to NASDAQ
Represented Jefferies Group in a series of strategic investments and joint ventures, including its $438 million acquisition of Prudential Bache’s Global Commodities Group and the sale of its clearing operations; the formation of Jefferies Loancore; a $600 million joint venture with GIC; its acquisition of ITG Investment Research; and the sale of its interest in Gerchen Keller Capital LLC
Represented Evercore in its lift-out agreement of a real estate team from Greenhill, a real estate capital advisory firm
Represented JPMorgan Chase & Co. in the sale of its portfolio of Independent Sales Organization accounts and associated contracts from Chase Commerce Solutions
Represented Nasdaq, Inc. in a series of strategic investments/joint ventures:
Investment in Caspian Learning Limited and Pure Bioscience Inc.
Series A financing of Kuberno Ltd.
Financing in BMLL (UK), an independent provider of harmonized, historical Level 3 data and analytics across global equity and futures markets
Represented Enfusion in separate equity investments by Hillhouse Capital, FTV Capital Management, and ICONIQ Capital
Represented HXSquare Inc., a health data exchange company, in connection with a senior convertible note offering and its Series A preferred stock offering from Nasdaq Inc. and Health2047 Inc., a subsidiary of the American Medical Association
Represented Virtu Financial in a series of strategic investments/joint ventures:
Investment of ClearList, which provides end-to-end capital markets solutions including primary offerings, secondary trading, and cap table management for private companies
Formation of RFQ-hub Holdings LLC, a consortium among Virtu; electronic trading platform MarketAxess; liquidity providers Citadel Securities, Flow Traders, and Jane Street Capital; and asset manager BlackRock
Represented Ares Capital in a series of matters including its purchase of DevaCurl; the sale of numerous portfolio companies including Alcami, Soil Safe, Competitor Group, Cienna Capital LLC, and a small business lender; and its agreement to add a team of venture finance professionals formerly with BlueCrest Capital Finance
Represented Third Point in a series of private investments including the $1 billion Series F financing of Social Finance, the financing of Didi Chuxing, and an investment in Bomba Socks
Represented Two Sigma Securities in a follow-on investment in Miami International Holdings Inc., the parent holding company of the MIAX, MIAX PEARL, and MIAX Emerald options exchanges
Represented Red Ventures in the $11.5 million Series A financing of Rephrase.ai, a technology startup that uses synthetic media technology to create digital avatars for personalized video campaigns
Assisted in the formation of BIDS Trading LP by representing founding members Citi, Goldman Sachs, Lehman Brothers, Merrill Lynch, Morgan Stanley, and UBS in creating the venture, including representing BIDS in each of its subsequent capital raises and ongoing business activities
Represented a consortium of banks Citi, UBS, Bank of America Merrill Lynch , Jefferies, and Morgan Stanley in their initial investment in Visible Alpha and various subsequent transactions including acquisitions, recapitalizations, and capital raising
Represented E-Trade in its investment in the Members Exchange Consortium
Represented Morgan Stanley and Bank of America Merrill Lynch in a consortium investment in Atlas Technology Holding, LLC, which will fund Atlas’ development of a trading platform for the distribution of financial products
Represented a group of brokers, including Bank of America Merrill Lynch , Barclays Capital, Citi, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan, and Morgan Stanley, in the launch of Markit Commission Manager—a commission management platform—by global financial information services company Markit
Represented Citi, Goldman Sachs, and Morgan Stanley in their joint venture with Nasdaq to establish an institutional-grade, centralized, secondary trading venue for issuers, brokers, shareholders, and prospective investors of private company stock
Morgan Lewis Matters
Advised Morgan Lewis in connection with a series of expansion opportunities including its 2014 combination with Bingham McCutchen, its 2015 transaction with Singapore’s Stamford Law, and its 2016 transaction with Hong Kong’s Luk and Partners
The George Washington University Law School, 1994, J.D., summa cum laude
Williams College, 1987, B.A., cum laude
Clerkship to Judge Cameron Currie of the US District Court for the District of South Carolina
Awards and Affiliations
Ranked, Corporate/M&A (International & Cross-Border), USA, Chambers Global (2021–2024)
Ranked, Corporate/M&A, USA, Chambers Global (2010–2013, 2016–2020)
Ranked, Private Equity: Buyouts, USA, Chambers Global (2018–2020)
Ranked, Corporate/M&A, New York, Chambers USA (2007–2023)
Ranked, Private Equity: Buyouts, Nationwide, Chambers USA (2007–2019)
Recommended, Media, technology and telecoms: Fintech, The Legal 500 US (2020)
Recommended, M&A/corporate and commercial: Private equity buyouts, The Legal 500 US (2006–2008, 2011–2019)
Notable Practitioner, IFLR1000 Financial and Corporate (2018–2023)
Notable Practitioner, IFLR1000 United States (2018, 2020)
Ranked, Top Mid Cap M&A Lawyers in North America, MergerLinks (2022)