Rosa M. Ertze practices in the area of corporate law, finance and international business transactions, advising domestic, multinational and foreign companies on mergers and acquisitions, private equity, restructurings, commercial lending, general corporate matters, cross-border direct foreign investment, joint ventures and financings. She works extensively with domestic and Latin-American companies doing inbound and outbound investments and business in Mexico and other Latin American countries. Ms. Ertze has advised and guided several U.S. manufacturing companies in setting up, regulating and closing manufacturing operations in Mexico. She also has extensive experience in transactions involving stock and asset sales in the U.S. and in Mexico. Ms. Ertze currently serves as the president of Northeast Chapter of the U.S.-Mexico Chamber of Commerce and the U.S. Chair of the Diversity and Inclusion Committee of the U.S.-Mexico Bar Association. She is also a member of the firm's Cuba Business Group and the Mexican and Latin American desks.
Ms. Ertze is a 2007 graduate of Georgetown University Law Center (LL.M., International Legal Studies) and a 2005 graduate of Universidad Iberoamericana (J.D. equivalent). She is fluent in Spanish.
Areas of Practice
- Corporate Law
- International Law
- Represent New York Bay Capital LLC, a boutique cross-border investment banking firm, in a contentious commercial dispute pending in the Southern District of New York regarding the development of significant fiber-optic network in Mexico, successfully arguing that a FINRA arbitration should be stayed in favor of an SDNY action because the forum selection clause in the parties’ contract required all actions and proceedings to be brought in federal court, and such a broad provision supersedes an earlier agreement to arbitrate, including under FINRA Rule 12200.
- Represented Hill International Inc., a global leader in managing construction risk, in a $165 million debt refinancing transaction.
- Represented Hill International, Inc. in the sale and divestiture of its claims business and restructuring of its subsidiaries in 13 different jurisdictions.
- Represented Clarion Capital Partners and its portfolio company, HR Outsourcing Holdings, Inc., a professional employer organization based in Atlanta, Georgia, in the acquisition of the outstanding capital stock of Fortune Financial, Inc., another professional employer organization based in Tampa, Florida, as well as the related financing transaction.
- Represented a specialty chemical company in closing a $175 million credit facility, comprised of revolving credit, term loan, swing line and letters of credit sub-facilities. The credit agreement contains an accordion feature affording the client the right to increase the revolving credit facility size by $50 million.
- Represented Voxx International Corporation in its $20 million acquisition, through Newco, a Delaware LLC, of 54 percent of the assets of EyeLock, Inc., a Puerto Rico corporation, and EyeLock Corporation, a Delaware corporation, and a wholly-owned subsidiary of EyeLock, Inc.
- Represented Yonder Music Inc. in its receipt of a preferred equity investment of $10 million by Axiata Digital Services Sdn Bhd, one of the largest telecommunications companies in Asia. The transaction provided funding for the launch of a service-tier-bundle of digital music services on smart devices through a commercial licensing agreement with Celcom Mobile Sdn Bhd, one of Axiata's subsidiaries in Malaysia, under which the Yonder digital music application will be made available to more than 13 million Celcom subscribers in Malaysia.
- Assisted a major U.S. manufacturing company in its corporate restructuring of its subsidiaries in Mexico.
- Assisted a major U.S. manufacturing company in setting-up manufacturing operations in Mexico.
- Represented Brace Industrial Group L.P., a Houston based industrial services roll-up, in its acquisition of all of the issued and outstanding stock of Peterson Industrial Scaffolding, Inc. from Peterson Enterprises, Inc.
- Represented affiliates of American Energy Partners, LP in a private equity-backed equity investment of approximately $1.7 billion, including a subordinated debt investment of $450 million. The investment proceeds will be used to acquire and develop energy assets.
- Represented SJR Group LLC, a digital marketing and strategy company, in the sale of substantially all of its assets to a subsidiary of WPP plc, the world's largest communications services group.
- Represented an American petroleum and petrochemical manufacturer in documenting the transfer of an industrial complex to subsidiaries for $60 million.
- Represented an affiliate of Sleepy's LLC in its winning bid to acquire 100% of the membership interests in Mattress Discounters Group, LLC, an 80-store mattress chain in Virginia, for $11.9 million.
- Represented Hill International in raising $75 million in gross proceeds ($71.5 million net) in a four-year, second lien term loan pursuant to a credit agreement entered into with funds managed by Tennenbaum Capital Partners, LLC. The company also amended its $100 million senior credit facility with a consortium of banks led by Bank of America, N.A.
- Represented a healthcare company in a sale to a private equity fund.
- Represented Prescient Medical, Inc., a medical technology company, as borrower in connection with a bridge offering by Cambridge Holding Ltd. (OTCBB: CDGD) of convertible promissory notes and warrants to accredited investors.
- Represented Precyse Technologies, Inc., a developer of wireless asset networks, as issuer of $9.5 million in Series B convertible preferred stock and warrants to institutional and accredited investors, as well as previous equity and debt financings.
- Represented Antique and Vintage Woods, LLC in its acquisition of assets from Antique and Vintage Woods of America, LLC.
- Assisted a major U.S. bank in a (i) private equity investment of $12.5 million in a Jamaican company with subsidiaries in Anguilla, Antigua, Barbados, Grenada, St. Lucia, Jamaica, Guatemala, Panama, El Salvador, Costa Rica, Trinidad, Dominican Republic, Nicaragua and other countries in the Central America and the Caribbean, and (ii) a Subordinated Loan Agreement to provide such Jamaican company and its subsidiaries with a term loan facility of up to $49 million.
- Assisted a major U.S. bank in a private equity investment of approximately $20 million in a Mexican company.
- Assisted an international company in the financing and acquisition of 1,072 telecommunication towers in Brazil and 200 towers in Guatemala.
- Advised a large U.S. mining company in the sale and acquisition of mining plots in Mexico.
- New York
- Georgetown University Law Center, LL.M., International Legal Studies, with distinction, 2007
- Universidad Iberoamericana, A.C., Licenciada en Derecho (J.D. equivalent), 2005
Duane Morris LLP
- Partner, 2018-present
- Special Counsel, 2015-2017
- Associate, 2008-2014
- Sidley Austin LLP
- Associate, 2007-2008
- Gonzalez Calvillo, S.C.
- Associate, 2005-2006
- Law Clerk, 2003-2005
- Lopez Velarde, Heftye y Soria, S.C.
- Law Clerk, 2001-2002
- U.S.-Mexico Bar Association
- U.S. Chair of the Diversity and Inclusion Committee
U.S.-Mexico Chamber of Commerce
- President, Northeast Chapter, 2018-present
International Bar Association
- New York State Bar Association
- International Law Section
- American Bar Association
- Business Law Section
- Young Lawyers Division
Honors and Awards
- Recipient of M&A Advisor Emerging Leaders Award, 2016
Co-author, "Developments on Potential Outsourcing Reforms in Mexico," Duane Morris Alert, April 2, 2021
- Co-author, "Potential Outsourcing Reforms in Mexican Legislation," Duane Morris Alert, December 22, 2020
- Co-author, "The United States-Mexico-Canada Agreement: An Overview of Key Tariff Preference Claim Procedures," Duane Morris Alert, October 5, 2020
- Co-author, "Mexico’s Auto Industry Outlook in the New Era of the USMCA and COVID-19," Duane Morris Alert, August 7, 2020
- Co-author, "Uniform Regulations Provide Key Guidance on How to Comply with the New USMCA," Duane Morris Alert, July 8, 2020
- Co-author, "COVID-19 Pandemic Causes Compliance Delays for Mexico's Anti-Money Laundering Law," Duane Morris Alert, April 20, 2020
- Co-author, "Personal Data Protection During the COVID-19 Health Emergency in Mexico," Duane Morris Alert, April 8, 2020
- Co-author, "Mexico's Federal Government Declares COVID-19 Health Emergency," Duane Morris Alert, April 1, 2020
- Co-author, "Mexican Federal Government Suspends Activities in Wake of COVID-19," Duane Morris Alert, March 27, 2020
- Co-author, "Mexico's Ministry of Health Issues COVID-19 Restrictions," Duane Morris Alert, March 27, 2020
- Co-author, "Mexico's Judicial System Responds to COVID-19 with Partial Shutdown," Duane Morris Alert, March 23, 2020
Featured, "On the Move: Rosa Ertze Named President of N.E. Chapter of U.S.-Mexico Chamber of Commerce," New York Law Journal, May 9, 2018
Quoted, "The Path to Gender Parity in M&A and Private Capital," The Deal Room, March 6, 2018
- Author, "Issues and Impact of Renegotiations of the North American Free Trade Agreement," Duane Morris LLP, July 10, 2017
- Co-author, "Congressional Approval of Mexico's Energy Reform Legislation," Duane Morris Alert, August 19, 2014
- Co-author, "Highlights of Mexico's Energy Reform Legislation," Duane Morris Alert, May 23, 2014
- Co-author, "Key Bill of Amendments to the Mexican Federal Labor Law and Its Potential Impacts on Employers in Mexico," Duane Morris Alert, November 8, 2012; republished by Law360, December 6, 2012
- Co-author, "Privacy Notice to Be Given by Mexican Entities and Individuals Under the Federal Protection Law of Personal Data," Duane Morris Alert, June 28, 2011
- Author, "Doing Business in Mexico," New York State Bar Association's International Section Annual Meeting, January 26, 2011
- Co-author, "Delaware Supreme Court Reverses Ruling on Term-Lengths for Directors Serving on Staggered Boards ," Duane Morris Alert, December 15, 2010
- Co-author, "FINRA Issues Regulatory Guidance for Broker-Dealers' Investigations in Private Placements," Duane Morris Alert, April 28, 2010
- Co-author, "Words Matter: Financial Advisors Need to Be Careful Using Form Engagement Letters," Duane Morris Alert, November 6, 2009
Selected Speaking Engagements
- Presenter, "Inauguration 2021: Anticipated Government Policy Updates and Changes Regarding COVID-19 Concerns," Duane Morris COVID-19: Navigating Forward Webinar Series, January 28, 2021
- Panelist, "USMCA: Legal Implications for Cross-Border Investments & Business - NY," The United States-Mexico Chamber of Commerce Northeast Region, October 1, 2020
- Moderator, "USMCA and the Mexican Labor Market: Regulatory Changes, New Agreement Commitments and Labor Reform Implementation," The United States-Mexico Chamber of Commerce Northeast Chapter, September 2, 2020
- Speaker, "Update on Immigration Topics Affecting the U.S. - Mexico Business and Professional Community," The United States-Mexico Chamber of Commerce, Webinar, July 7, 2020
- Moderator, "Myths and Realities of the Cannabis Industry in Mexico: A Business & Investment Perspective," Duane Morris LLP, New York, November 19, 2019
Speaker, "Engaged Forum 2018," The United States - Mexico Chamber of Commerce, Northeast Chapter, New York, October 11, 2018
Panelist, "NAFTA: The Business Perspective," Pan American Day and Annual Scholarship Luncheon, Philadelphia, April 11, 2018
- Panelist, "Conducting Business in Latin America," First Choice Advisor Experts' Panel, New York City, October 19, 2017
- Panelist, "What Could the NAFTA Renegotiations Mean for Your Business?," Duane Morris LLP, New York, August 15, 2017
- Speaker, "Essential Legal Information," Connecting Singapore and Latin America: Discovering Cuba, Latin American Chamber of Commerce and Singapore Business Foundation, Singapore (Live) and New York (Video), March 23, 2016
- Moderator, "Emerging Opportunities in Cuba - What Businesses Need to Know Now," Duane Morris & Lupicinio Roundtable, New York, April 27, 2015
- Speaker, "Mexico's Legal and Business Form," Bensalem, PA, October 17, 2013
- Speaker, "You Have a Problem Where?—Selecting and Managing International Counsel," New York State Bar Association's International Section Annual Meeting, New York City, January 26, 2011