Schwartz, Counsellors at Law Counsellors at Law
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Kenneth Schwartz

Founder and Managing Partner

Ken Schwartz is the founder and managing partner of Schwartz LLC, a law firm dedicated to serving private equity funds, hedge funds, investment funds, buyout firms, investment banks, corporations and major private investors. He concentrates on mergers and acquisitions, international corporate and securities transactions, joint ventures, private equity investments, offshore and global holding entities, foreign direct investments in emerging markets, and corporate finance transactions.

Prior to founding Schwartz LLC, Ken was a partner at a well-known New York law firm and was the head of its private equity practice.

Ken received his law degree from the University of Miami School of Law in 1991 and graduated from Fordham University in 1988 (B.A., History).

Ken is fluent in Portuguese, Spanish and French, and has published several articles and spoken at conferences on a variety of corporate and securities law topics.

Ken is a member of the Board of Directors of the Mexican Cultural Institute of New York and is also an active supporter of The Nature Conservancy’s Connecticut-Brazil Partnership for Sustainable Conservation. His wife is from Mexico. They have two daughters and live in New York City.

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Schwartz LLC
Counsellors at Law
675 Third Avenue, 26th Floor
New York, New York 10017-5724

Tel.: +1 (212) 938-0600
Fax: +1 (212) 938-0601

PUBLICATIONS AND ADDRESSES

  • WHAT IS THE BEST WAY TO ACCESS LATAM? An Update On US To Latam Distribution Trends: Focussing On Fast Track Distribution Strategies, Panelist, FundForum USA, Boston, MA, October 28, 2014.
  • SEC Adviser Registration & Other US Regulatory Issues for Investment Funds and Asset Managers, SERVICING THE US INVESTOR – FATCA – SEC ADVISER REGISTRATION Impact for Foreign Non‐US Asset and Fund Managers, Geneva, Switzerland, May 2011.
  • U.S. Regulatory Changes Affecting Private Fund Offerings in the U.S., 5th Annual Risk Manager Conference on UCITS IV RISK MANAGEMENT, Luxembourg, November 2010.
  • Perspectives on Private Equity & Emerging Markets, panelist at conference Sponsored by The Cardozo Business Law Society of the Benjamin N. Cardozo School of Law, March 26, 2008;
  • Mergers and Acquisitions in Latin America: an Update on Recent Market Developments and SEC Regulation Initiatives, address to a joint meeting of the Inter-American Bar Association and the Canadian Bar Association, Ottawa, Canada, October 16, 1999;
  • Private Equity Investments in Brazil, address to the Associação Brasileira de Analistas do Mercado de Capitais (ABAMEC), São Paulo, Brazil, 1998.
  • Private Equity in Latin America, address to the Inter-American Bar Association, Washington, D.C., September 26, 1997.
  • Co-author, with Richard L. Herrmann, Offshore Private Investment Companies and Trusts, in Latin Finance / Private Banking and Asset Management in Latin America 1997.
  • The New Mexican Foreign Investment Law and NAFTA, address to the Tri-Lateral Commission of North American Chambers of Commerce, Banff, Canada, July 1994;
  • Las Fuentes del Derecho Norteamericano (Sources of American Law), address to the National Ass’n of Mexican Notaries, Ciudad Juárez, Mexico, Sept. 24, 1993.
  • Open Price Contracts and Specific Performance Under the U.N. Sales Convention and the U.C.C., 1 The U. of Miami Yearbook of Int’l Law 356 (1991).

MEMBERSHIPS

  • Association of the Bar of the City of New York (Member, Committee on Inter-American Affairs, observer/ past member, Committee on African Affairs);
  • American Bar Association Section of Business Law (Member, Committee on Federal Regulation of Securities, Subcommittee on International Securities; Committee on Negotiated Acquisitions, Task Force on International Acquisition Transactions; Committee on International Business Law, Subcommittee on Latin America; Committee on Venture Capital and Private Equity, Subcommittee on Fund Formation and Member, Subcommittee on International Venture Capital and Private Equity);
  • American Bar Association Section of International Law and Practice (Member, Inter-American Law Committee, Mexican Law Committee);
  • American Foreign Law Association;
  • New York State Bar Association Section of International Law;
  • International Bar Association;
  • Union Internationale des Avocats.

REPRESENTATIVE TRANSACTIONS AND EXPERIENCE

  • Counsel to founding principals of a New York investment bank focused on Latin American debt capital markets, in negotiation of a seeding structure with an investment banking group specialized in seeding boutique institutional firms.
  • Counsel to a U.S. and U.K. based frontier emerging markets management firm in the design and establishment of a master-feeder multi-class umbrella fund in Bermuda and Delaware, including sub-classes for investment in an Iraq IPO.
  • Counsel to a U.S. and U.K. based frontier emerging markets management firm in the structuring and establishment of a real estate limited partnership in the Bahamas and underlying holding companies in Malta for investment in Libyan real estate and related businesses.
  • Counsel to a São Paulo, Brazil based commodity futures trading firm in the formation of a commodity futures trading fund in the Bahamas, including ongoing compliance with U.S. securities laws, CFTC rules and requirements, and tax laws.
  • Counsel to a foreign UHNW family in the establishment of family investment fund.
  • Counsel to Brazilian founders as sellers of auto after-market parts and accessories manufacturer in sale of controlling stake to public U.S. company joint venture partner in exchange for restricted stock and cash, including advice on compliance with Securities Exchange Act Sections 13 and 16.
  • Counsel to a $1 billion private equity fund on the proposed acquisition of a natural resource and manufacturing concession in Angola.
  • Counsel to Heritage Capital Latin America, an investment banking affiliate of Banque Heritage, Geneva, on various investment banking, advisory, placement and restructuring engagements as well as U.S. broker-dealer regulatory matters.
  • Counsel to general partner of a private equity fund in a secondary private equity sale by one of its institutional limited partners to a major secondary private equity fund in connection with a team spin-out.
  • Counsel to Banque Heritage in connection with structuring Latin American investment banking operations (team spin-out from major investment bank).
  • Counsel to TMG Capital Partners Ltd. in the structuring and formation of its US $100,000,000 Brazilian Private Equity Pledge Fund.
  • Counsel to GEF Management / Global Emerging Markets Forestry Fund, L.P. in negotiating and structuring a proposed sustainable timber private equity investment.
  • Counsel to major financial investor as prospective MBO sponsor/investor in a spin-off of a division of a major media company.
  • Counsel to an institutional lender in a secured export loan to the U.S. subsidiary of an Argentine manufacturer. The loan was backed by accounts receivable of a major U.S. customer and supported with credit insurance provided by Euler Hermes.
  • Representation of a major private investor in the renegotiation and restructuring of $400,000,000 in principal amount of Leveraged Structured Notes Linked to Various Emerging Market Sovereign Issuers with a leading U.S. investment bank.
  • Representation of major South American television network and Cayman Islands subsidiary as Guarantor and Issuer, respectively, of $200,000,000 a Euro-Commercial Paper Program.
  • Advising a major infrastructure group on a potential buyout of a stake in a South American infrastructure joint venture (undisclosed).
  • Advising a U.S. proprietary trading firm on structuring its operations as a hedge fund.
  • Advising a New York Stock Exchange-listed company on Latin American legal aspects of its acquisition of a U.S. target with operations in Mexico, Brazil and Costa Rica.
  • Assisting a portfolio company of Blackstone Capital Partners III, L.P. on the proposed sale of its Hispanic division to another private equity fund.
  • Advising Corporación América Sudamericana S.A. in its acquisition of a stake in Aeropuertos Argentina 2000, S.A. from Covanta Energy Corporation.
  • Advising a U.S. buyout firm on a bid for the Mexican assets of a division of a Fortune 200 consumer products company in an auction managed by Lazard Frères.
  • Advising the controlling shareholder of Aeropuertos Argentina 2000 S.A. in its acquisition of a beneficial stake in the company from Ogden Corporation (Covanta Energy Corporation).
  • Advising the controlling shareholders of a major Latin American agricultural commodity firm in a private shareholder consent solicitation in connection with a proposed management buyout.
  • Advising an Argentine management group in the buyout of Argentine oil-drilling operations from a major U.S. natural resources company.
  • Advising a Colombian agro-industrial group in the acquisition of a Venezuelan feed plant operation.
  • Advising Argentine sellers in the spin-off of a courier business to United Kingdom interests.
  • Advising a Spanish paper mill on its activities in the United States including organization of a U.S. subsidiary.
  • Preparing various commercial agreements for a Spanish paper mill.
  • Advising a Spanish textile mill on the restructuring of its minority interest in a U.S. distribution joint venture.
  • Forming the U.S. affiliate of a Peruvian investment advisory firm.
  • Advising a BVI fund-of-funds in its delisting from the Irish Stock Exchange and updating its Information Memorandum.
  • Advising the sponsor of a BVI private fund on U.S. securities law aspects of a private offering shares to U.S. investors.
  • Advising a BVI fund on the creation of a new class of shares using the BVI’s new segregated portfolio company law.
  • Advising an offshore fund-of-funds on U.S. securities law restrictions on investments in other investment companies and publicly traded companies under Rule 12(d)(1) of the U.S. Investment Company Act and Rule 13(d) of the U.S. Securities and Exchange Act.
  • Representation of sponsor in a consent solicitation, amendment and offering of a second series of limited partnership interests of a limited partnership to make a venture capital investment in an Internet company led by Softbank Latin America Ventures, L.P.
  • Representation of Aconcagua Capital Group, LLC in the formation and offering of interests in various Delaware limited liability companies formed to make a venture capital investments.
  • Representation of Artium Capital Partners, LLC in the formation and offering of a venture capital limited partnership.
  • Representation of the principal in a proposed green coffee exporting joint venture with an affiliate of a major commodities trading house.
  • Preparation of multiple Financial Advisory Agreements, NDAs and memoranda of understanding between Latin American M&A advisory boutique and bulge-bracket investment banks.

 

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