Our Latin America Team
Led by Clara Krivoy, our team includes fluent Spanish and Portuguese speakers, many of whom are admitted to practice in Latin American countries, and who have built long-lasting and trusting relationships throughout their careers. These personal and professional ties give Brown Rudnick’s lawyers an intrinsic understanding of the way business is conducted in Latin America, and as a result, they are able to move seamlessly between international markets and the legal and commercial cultures of the region.
CROSS-BORDER DEBT RESTRUCTURING & INSOLVENCY; DEBT & CLAIMS TRADING
We have extensive experience dealing with cross-border corporate and sovereign debt restructurings. Some of our representative experience is below
- We advised an ad-hoc group of minority bondholders of OGX (Óleo e Gás Participações), a Brazilian oil company, in connection with litigation brought in New York and then the corporate issues arising from the proposed Reorganization Plan proposed by the GGX in Brazil. The deal was ultimately recognized by AML Global Finance and Latin Lawyers as the 2015 Restructuring of the year for 2015 in Latin America.
- Pacific Exploration & Production Corporation (Pacific Rubiales) Restructuring, a Colombian oil company. We advised Catalyst regarding the November 2016 approved Creditor and Catalyst Led Restructuring Plan of the Company resulting in a reduction of overall debt (from USD$5.4 Billion to USD$250 Million) and the recapitalization and listing of the Company with the Toronto Stock Exchange under the symbol “PEN.”
We have dedicated lawyers who have been operating in debt and claims trading since the inception of the secondary market, representing prominent and active “buy-side” participants including hedge funds, mutual funds, pension funds, and other financial institutions
BRAND & REPUTATION MANAGENT
Our team is led by the same team who successfully represented Johnny Depp vs. Hearns, Benjamin Chew and Camille Vasquez. We have assisted Latin American clients seeking to put together plans and strategies to effectively defend themselves before the courts and public opinion, including in situations involving unfair press-coverage or libel. We also have extensive experience on crisis management.
COMPLEX LITIGATION & WHITE-COLLAR WORK
- Brown Rudnick’s Litigation team works with clients to resolve complex cross-border litigation and business disputes, including financial, regulatory, and fraud investigations. Our attorneys have significant trial experience in state and federal courts throughout the United States, and in complex multi-jurisdictional litigation and arbitration. We act on our clients’ behalf in the United Kingdom’s High Court, The Court of Appeal, and the Privy Council, as well as courts of foreign nations and in international arbitration. Independent and focused, we offer the full reach and resources of the Firm to offer aggressive, business-focused client counsel.
- Recent years have seen a significant increase in enforcement actions by the U.S. Department of Justice under the FCPA, which prohibits the payment of “anything of value” to foreign officials. The DOJ has pushed the statute’s jurisdictional limits, targeting companies whose connection to the United States is minimal, and has employed traditionally “blue-collar” techniques to investigate FCPA violations. In July 2011, the U.K.’s Bribery Act – which imposes restrictions similar to the FCPA on any company doing business in the U.K. – took effect. Our lawyers have conducted due diligence for clients considering overseas acquisitions and relationships, investigating the risks and helping to draft contractual terms protecting clients from successor liability and tainted assets.
- With lawyers in the United States and London, our White Collar Defense, Investigations & Compliance Group employs an integrated, global approach in crafting comprehensive solutions. Our attorneys have conducted investigations and counseled clients regarding matters occurring around the world, including in Latin America.
- Our experience and knowledge of the compliance standards that U.S. and international prosecutors, regulators, financial institutions, and business partners require companies to meet enables us to develop practical and cost-effective compliance programs tailored to meet our clients’ individual needs. We have designed, implemented, revised, and provided training under the compliance programs of some of the world’s largest and most sophisticated companies.
START-UPS, TECHNOLOGY & VENTURE CAPITAL TRANSACTIONS
We have advised Latin American-based technology (including Blockchain and Fintech related) and life science start-ups and investors on start-up fund raising rounds, expansion, and dispositions. We have advised private equity, venture capital and hedge funds on fund-formation, capital deployment and exits and worked on many US and European mergers & acquisitions involving Latin American parties or in Mergers and Acquisitions in Latin America.
Clara has extensive experience across a wide range of corporate, compliance, and litigation matters on behalf of clients based in Latin America and international clients doing business in the region. Her work for Latin American clients has included corporate and securities matters, debt and equity offerings, capital markets, mergers and acquisitions, restructurings, joint ventures, structuring and development of new ventures, private equity, venture capital, corporate governance, global tax planning, regulatory compliance, internal investigations, and cross-border litigation and arbitration.
Clara’s clients include companies at every stage of development, from start-ups to public companies, private equity funds, individual investors, families, and family offices as they maintain or look to establish a U.S., multi-jurisdictional or global presence. She also assists governments and sovereign-owned entities in the region with an array of regulatory, compliance, and international litigation matters.
Clara brings to the table a profound understanding of the legal, political and cultural dynamics at play in jurisdictions throughout the region. Her experience derives from her three decades as a lawyer focused on Latin America and international law, and her personal background as a native of Venezuela.
After earning her law degree at the Universidad Católica Andrés Bello in Caracas, Venezuela, and interning at a large local law firm while attending law school, Clara attended New York University and earned back-to-back legal master’s degrees in 1993 and 1994, specializing in international economic transactions. From there, she worked as an associate and partner at several major law firms based in New York, before joining Brown Rudnick in 2017.
Clara Krivoy is a partner, chair of Brown Rudnick’s Latin America Practice Group and co-chair of the firm’s Digital Commerce practice.
Clara has been ranked by Chambers Global for her dealmaking prowess in Venezuela and has been highlighted by The Legal 500 Latin America for her work on corporate matters involving Latin American family offices. Latinvex has named her one of the Top 100 Female Lawyers in Latin America every year since 2016.
In addition to her Latin America work, Clara is also co-chair of Brown Rudnick’s Fintech and Digital Commerce practice and regularly advises clients operating, or looking to operate, on the blockchain and in establishing tokenized ecosystems. She helps technology clients through every aspect of their businesses, including developing compliant business plans and white papers, assisting with overall regulatory compliance, financings, business transactions, listings on exchanges, global tax planning, protection of intellectual property, employment matters and dispute resolution.
Leading a multidisciplinary team, Clara is helping clients through transactional, regulatory and compliance matters as well as litigation and dispute resolution around the world. Her team has represented many leading Fintech and DLT companies in corporate and securities matters, exempt offerings, listings, licensing and regulatory/compliance aspects, intellectual property, tax, employment, privacy and cyber security matters, as well as in white collar investigations and litigation.
- Advised bondholders of Venezuela, Petróleos de Venezuela and C.A. La Electricidad de Caracas in connection with sovereign default.
- Represented Ag Processing Inc. in connection with the sale of two subsidiaries based in Latin America.
- Advised Venezuela’s Institute of Advanced Management Studies (IESA) Foundation in connection with U.S. regulatory tax and compliance matters.
- Advised Eléctricas de Medellín Ingeniería and Servicios, S.A. and Unión Eléctrica S.A. in connection with corporate governance matters related to Empresa Energía Honduras, S.A. de C.V.
- Represented Mexican-based impact investment company in connection with various joint ventures with U.S.-based entities in the hospitality and entertainment industry.
- Advised individuals regarding Undisclosed Foreign Assets in connection with IRS Offshore Voluntary Disclosure Program (OVDP) and Streamlined Filing Compliance Procedures.
- Advised financial institutions based in Latin America on U.S. regulatory issues, including FinCEN regulations and FATCA.
- Advised cross-border financial entities in connection with investigations by the DOJ, SEC, FINRA and the CFTC.
- Advised individuals in connection with internal investigations, voluntary disclosure decisions, and development of compliance programs.
- Represented a Latin American media company in connection with disputes over licensing of programming.
- Advised companies and shareholders based in Latin America in connection with potential claims against sovereign defendants.
- Represented shareholders and officers of Venezuelan banks in U.S. litigation arising out of the Venezuelan government’s intervention and liquidation of the banks.
- Represented various Latin American investors in connection with the defense of fraudulent transfer claims brought by the receiver appointed in the largest Ponzi scheme in Connecticut history.
- Represented various Latin American investors in connection with claims arising from a Ponzi scheme conducted by a New York brokerage firm and affiliated entities.
- Represented Deutsche Bank, S.A.E. (DB SAE) in connection with the USD 80 million structured financing of the construction of four hospitals in Panamá. This financing involved the transfer and assignment by the borrower to DB SAE of certain accounts receivable, which were subsequently transferred by DB SAE to Deutsche Bank AG, London.
- Represented numerous account holders, counterparties, and other creditors in the Lehman Brothers bankruptcy cases and related SIPA proceedings.
- Represented account holders with approximately $500 million of exposure in the Refco, Inc. et al. Chapter 11 cases.
- Represented Bear Stearns International and Banco Bansud S.A., each as underwriter of a series of tax revenue secured notes issued by the Argentine province of Tucumán under a global medium term note program. The total principal amount was $400 million.
- Represented Companhia Paranense de Energia (COPEL), a major state-owned Brazilian electric utility, in connection with a consent solicitation of holders of certain bonds issued pursuant to Rule 144A in order to seek certain amendments to the bonds necessary to permit the privatization of the company.
- Represented Empresa Nacional de Electricidad S.A. (EndesaChile) and Enersis, two NYSE-listed Chilean utility companies, in connection with a $3.5 billion “club” loan with eight separate international lenders and the concurrent restructuring and refinancing of substantially all of their consolidated bank debt.
- Represented AES Empresa Eléctrica de El Salvador, Ltda. de C.V. in connection with its acquisition of an indirect majority ownership interest in Reliant Energy’s distribution assets in El Salvador, backed by a $100 million non-recourse loan from Dresdner.
- Represented Fortuna, a Panamanian hydroelectric generator company in a $170 million Rule 144A/Regulation S secured bond offering.
- Represented Mavesa, S.A., a New York Stock Exchange listed Venezuelan food products company, in connection with the $510 million tender offer for all of the outstanding shares and American Depositary Shares of Mavesa by Empresas Polar, a Venezuelan food and beverage conglomerate. This transaction is the first takeover of a U.S.-listed Venezuelan company.
- Represented Southern Cross Latin America Private Equity Fund IV, L.P., a private equity fund formed in 2010 with approximately USD 1.68 billion in capital commitments and which targets investments in Latin America as well as its predecessor funds, in connection with various acquisitions and dispositions.
- Represented IRSA Inversiones y Representaciones S.A., an Argentine real estate company (in which George Soros is a principal shareholder) in connection with three concurrent U.S. registered offerings: (i) the initial public offering of ADRs and listing on the New York Stock Exchange; (ii) the exchange offer of existing Rule 144A ADRs for registered ADRs; and (iii) a rights offering to holders of the Rule 144A ADRs. We also represented IRSA in connection with a Rule 144A/Regulation S convertible bond offering (PARCKS), the first by a Latin American issuer in the international capital markets, a USD 250 million registered rights offering conducted concurrently in Argentina to holders of common stock and in the United States to holders of ADRs, and in connection with the adoption of a “fair price” anti-takeover provision to its estatutosand subsequent proxy solicitation.
Representative clients include:
ACN Token | aelf | Aion | Airthereum | Aleph Zero Foundation | AppCoins | BCG Chain | Bibox | Binance | Bitcoin Foundation | Bitcoin Suisse | Bitlumens | BitTorrent | Blockcloud | Blockhaus | BLOCKv | BnkToTheFuture | Cardano | Coin2Fly | Contents Protocol | Cosmo Coin | Credits | CSN | Dala | Data | Databits | DAV Network | DigixDAO and Digix Gold | Distributed Credit Chain | Dukascash | Dukascoin | EBCoin | Efforce | FUSION | Givit | Goldcoin | GRMTK | Haven | Heymate | HyperCash | Humaniq | indaHash | IOST | Klima | KRATOS | Lendtract | Leveller Media | Maecenas | Medibloc | Merculet | Metadium | Minterest | Mithril | Nash Exchange | NEO and Gas | Obyte/Byteball | OMF | Ontology and Ontology Gas | PAL Network | Particl | Patientory | PieDao | Premium Enterprise | Project SHIVOM | Qwark | Rate3 | Sentinel Protocol | Shift | SingularDTV | SingularX | SoluTech | Spatium | Tapatalk | TomoChain | TTC Token | Ultrain | Vestergaard | Woo Network | Xenon NFT | XL Digital Studio | Yellow Network
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