Biography

Clara Krivoy is Head of the Firm’s Digital Commerce Practice Group and Head of the Firm’s Ibero-America Private Client Practice Group. Clara also provides legal advice on a pro bono basis to support philanthropic initiatives related to human rights on a global basis.

Digital Commerce Experience

As part of the Digital Commerce Practice Group, Clara regularly advises clients operating or looking to operate on the blockchain, and establishing tokenized ecosystems, in connection with:

ICOs/STOs/IEOs/TGEs

  • Assistance with white papers
  • Elaboration of compliance blueprints
  • Elaboration and testing of smart contracts
  • Exempt offerings (including Reg D, Reg S, Reg CF and Reg A)
  • Viability of selected functionalities
  • Assistance with disclosures and disclaimers
  • Assistance with preparation of prospectuses

Regulatory Analyses

  • Regulatory analysis to ascertain nature of tokens under current securities regulations
  • Regulatory analysis of business models
  • Assistance with industry-specific regulations
  • Analysis of applicable licensing and compliance requirements
  • KYC/AML compliance
  • Advice regarding government sanctions
  • Government audits
  • Preparation of Public Relations guidelines to support regulatory blueprint
  • Preparation of website disclaimers
  • Assistance with third party communications and disclosures
  • IP related matters (including protection of trade secrets, patents, trademarks and copyrights)
  • Cybersecurity and data privacy

Exchanges

  • Guidance in connection with applicable Money Transmitter regulations, Broker Dealers, ATS registrations, CFTC compliance, and Investment Company Act
  • Payment Systems
  • Assistance with exchange listing strategy
  • Assistance with listing applications

Corporate, Funds, Tax and Transactional

  • Incorporation of new entities
  • Documentation of intercompany relationships
  • Employment related matters
  • Token option plans
  • Flow of funds and corporate structure analysis
  • Global tax planning
  • Assistance with identifying targets for strategic alliances and related due diligence
  • Documentation of investments at share ownership and token levels
  • Design of investment and fund structures
  • Assistance with service providers and other third party MOUs / agreements

Dispute Resolution

  • Arbitration/Mediation/Litigation
  • Internal Investigations
  • White collar defense

Representative Digital Commerce Clients

Representative clients include ACN Token, aelf (ELF), Aion (AION), Airthereum, Aleph Zero Foundation, AppCoins (APPC), BCG Chain (BCG), Binance (BNB), Bitcoin Foundation, Bitcoin Suisse, Bitlumens (BLS), BitTorrent (BTT), Blockcloud (BLOC), Blockhaus, BLOCKv (VEE), BnkToTheFuture (BFT), Cardano (ADA), Coin2Fly (CTF), Contents Protocol (CPT), Cosmo Coin (COSM), Credits (CS), CSN, Dala (DALA), Data (DTA), Databits (DTB), DAV Network (DAV), DigixDAO (DGD) and Digix Gold (DGX), Distributed Credit Chain (DCC), Dukascash, Dukascoin, EBCoin (EBC), FUSION (FSN), Goldcoin (GLC), GRMTK, Haven (XHV), Heymate (HEY), HyperCash (HC), Humaniq (HMQ), indaHash (IDH), IOST (IOST), KRATOS (TOS), Lendtract, Leveller Media, Maecenas (ART), Medibloc (MED), Merculet (MVP), Metadium (META), Mithril (MITH), Nash Exchange (NEX), NEO (NEO) and Gas (GAS), Obyte/Byteball (GBYTE), OMF, Ontology (ONT) and Ontology Gas (ONG), PAL Network (PAL), Particl (PART), Patientory (PTOY), Premium Enterprise, Project SHIVOM (OmiX), Qwark (QWARK), Rate3 (RTE), Sentinel Protocol (UPP), Shift (SHIFT), SingularDTV, SingularX, SoluTech, Spatium (SPT), Tapatalk, TomoChain (TOMO), TTC Token, Ultrain (UGAS) and Vestergaard.

Latin America Experience

As part of the Ibero-America Private Client Practice Group, Clara provides legal advice and support to individuals, families, family offices and their holdings having interests in Spain, Portugal and Latin America, as they maintain or look to establish a U.S., multi-jurisdictional or global presence.

Clara has represented domestic and foreign clients on corporate and securities matters, debt and equity offerings, mergers and acquisitions, restructurings, bank lending, joint ventures, structuring and development of new ventures, financing, corporate governance, global tax planning, regulatory compliance, internal investigations, as well as cross-border litigation and arbitration matters.

Representation

Representative Latin America Experience

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 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 US based entities in the hospitality and entertainment industry.

Advised Institute of Advanced Management Studies (IESA) Foundation in connection with US regulatory tax and compliance matters.

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 US$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 US$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 US 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 US$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 estatutos and subsequent proxy solicitation.

Represented Barclays Capital Inc. as dealer-manager in connection with an offer by Transportadora de Gas del Norte S.A. to exchange approximately US$340 million in Rule 144A/Regulation S notes for a combination of cash and new Rule 144A/Regulation S par notes.

Represented Wasserstein Perella Emerging Markets as arranger in a US$120 million financing in which the Argentine Province of Santiago del Estero issued bonds secured by tax revenues.

Represented Banco Bozano Simonsen Ltd. in connection with a Eurocommercial paper program for Petroflex, a petrochemical company in Brazil and in connection with the first single issue of a BOVESPA-linked note program.

Represented Brazil Realty S.A. Empreendimentos e Participações, a Brazilian real estate company (in which George Soros was a principal shareholder) in connection with (i) a US$100 million Rule 144A/Regulation S ADR offering and (ii) a US$70 million Rule 144A/Regulation S Eurobond offering.

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. (ENDESA-Chile), a NYSE-listed Chilean energy company in numerous syndicated bank financings and the restructuring of various credit facilities and other debt obligations.

Represented Enersis S.A. and Empresa Nacional de Electricidad S.A., NYSE-listed Chilean utility companies in connection with a US$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 Interconexión Eléctrica S.A. E.S.P., in connection with the refinancing of US$1.1 billion in Rule 144A and bonds locally issued by Cintra Chile S.A., to finance 5 toll-road projects in Chile.

Represented Prospecta Minera Ltda. and Citicorp International Finance Corp. in connection with the sale of 99.3% of Sociedad Punta de Lobos S.A. to K+S Aktiengesellschaft for approximately US$500 million.

Represented Sociedad Punta de Lobos, Latin America’s largest salt producer, and its US subsidiary in general corporate and financing matters.

Represented Chivor S.A., a subsidiary of The AES Corporation, in connection with the renegotiation of its US$335 million debt facility secured by a large hydroelectric plant in Colombia under a prepackaged US Chapter 11 bankruptcy plan.

Represented Empresa de Energía de Bogotá S.A. E.S.P. in connection with the US$1.46 billion bridge financing of its acquisition of Empresa Colombiana de Gas S.A. E.S.P.

Represented Grupo Bancolombia in connection with ongoing cross-border derivative transactions.

Represented Biper S.A. de C.V. in connection with its annual reports on Form 20-F; represented Biper in changing its trading symbol on Nasdaq; and advised Grupo Elektra in connection with a proposed reorganization of certain of its subsidiaries to take advantage of potential tax benefits.

Represented F.V.I. Fondo de Valores Inmobiliarios S.A.C.A., a Venezuelan real estate company in connection with a Rule 144A/Regulation S ADR offering and a Level I ADR facility.

Represented CEDEL Mercado de Capital C.A., a Venezuelan investment banking firm, in connection with its private equity investment for the formation of a pan-regional private bulk mail company.

Education

New York University School of Law – LL.M., 1994
New York University School of Law – M.C.J., 1993
Universidad Católica Andrés Bello, Caracas, Venezuela – Law Degree, 1992

Bar Admissions

New York
Venezuela

Languages

English
Spanish
Portuguese
Professional Affiliations
Board Member of Magis America since 2019, a non-profit entity devoted to promoting sustainable and impactful solutions to challenges faced by low income communities in the Global South
Member of the Global Advisory Board of the Harvard Kennedy School Carr Center for Human Rights Policy (2016-2019)
Board member of the Venezuelan American Association of the US (VAAUS) since 2006
President of VAAUS (November 2007 to February 2013)
Member of the New York City Bar Association and the New York State Bar Association
Awards and Honors
Recognized by Corporate Counsel as one of the 2019 "Women, Influence, & Power in Law" honorees
Named one of the "Top 100 Female Lawyers in Latin America" by Latinvex (2016-2020)
Listed by Chambers & Partners Global 2014 as a Corporate/M&A Expert Based Abroad (Venezuela)
Listed by New York Super Lawyers in the area of international law (2006)