This firm, as a specialized boutique, builds on the expertise acquired throughout the career of the Attorney and Professor Manoel Vargas, with substantial experience in Corporate, Commercial and Business Transactions Laws. It also relies on the valuable advice of Professor Daniela Vargas, an experienced academic in the fields of International Conflicts of Law and Civil Law.
Our goal is to be reference in the fields of Corporate, Business Transactions and International Conflicts of Laws, with main focus on arbitration, negotiation and mediation, legal opinions and strategic consulting. One of our objectives is the joint or collaborative practice with other experts and consultants.
CORPORATE AND BUSINESS ARBITRATION
CORPORATE CONSULTING, CAPITAL MARKETS, INTERNATIONAL BUSINESS TRANSACTIONS,
INTERNATIONAL CONFLICTS OF LAWS
COLLABORATIVE PRACTICE, NEGOTIATION AND BUSINESS MEDIATION
PROFESSIONAL AND ACADEMIC EXPERIENCE
Founding partner of MANOEL VARGAS ADVOGADOS. Attorney and Partner with LOBO & IBEAS for 40 years. Solid experience in the various fields of Corporate, Commercial and Business Transactions Laws, including project finance, mergers and acquisitions (M&A), construction, EPC and BOT contracts, privatizations, joint ventures, international and local offerings, securitization of local and export receivables, specialized services contracts, et al.
Professor of Law at Pontifícia Universidade Católica do Rio de Janeiro - PUC-Rio. He teaches Corporations, Capital Markets and Commercial Laws.
Visiting Professor with the Instituto de Direito at PUC-Rio and UERJ (CEPED) in specialized programs.
Arbitrator and Certified Mediator. Member of ICC Brazil Arbitration and Mediation Committee; member of list of arbitrators of Câmara FGV de Mediação e Arbitragem and of CBMA- Câmara Brasileira de Mediação e Arbitragem; member of Instituto MEDIARE.
Privatization and expansion of Companhia Siderúrgica de Tubarão-CST
Purchase and financing of several relevant projects, such as the construction of two continuous casters, a new blast furnace, self supply of energy and a new hot strip mill.
Worked with BNDES, N.M. Rothschild, Shearman & Sterling, Goldman Sachs e Daiwa Securities.
CBTC Contract (Communication Based Train Control) of MRS Logística S.A.
Advised MRS throughout negotiation and closing of a turn-key contract with Westinghouse
Air Brake Technologies Corporation for the supply of a CBTC system to the railroad.
Worked with Mattos Filho.
Joint venture by and between Gas Natural e Cemig
For joint operation of gas assets in São Paulo, Rio de Janeiro and Minas Gerais.
Worked with Jones Day and Machado Meyer.
Group De Nora
Advised the Italians group in the negotiation agreement that put an end to 30-year disputes with local partners Lage and Catão.
Worked with Jones Day.
Public Offerings of debentures issued by MRS Logística S.A.
Advised the company in several offers.
Project Finance of Viaoeste
Related to the privatization of Castello Branco/Raposo Tavares toll road in São Paulo.
Advised Deutsche Bank and worked with Jones Day and Coudert Brothers.
Construction of Mina do Pico, em Minas Gerais
Including Ferrovia do Aço, in Minas Gerais e Rio de Janeiro, and expansion of Port of Ilha Guaíba, in Mangaratiba, Rio de Janeiro.
Worked with Debevoise & Plimpton.
Delisting of Souza Cruz S.A.
Advised the company with regard to the delisting process, through purchase by controlling shareholder BAT Group, including the public offer for purchase of minority shareholding.
Worked with Ulhoa Canto.
Privatization of Banco BANERJ S.A.
Advised the State of do Rio de Janeiro and Banco Bozano, Simonsen in connection with the privatization of BANERJ.
Eurobond Offering of MRS Logística S.A.
For investments in the privatized railway Rio de Janeiro-Minas.
Gerais-São Paulo and acquisition of rolling stock (locomotives and wagons).
Worked with Clifford Chance and Bankers Trust.
Reorganization of Varig S.A.
Advised AERUS, pension fund and major creditor of Varig.
Securitization of export receivables of Companhia Siderúrgica de Tubarão-CST
Worked with Shearman & Sterling, Goldman Sachs and Daiwa Securities.
Privatization of Instituto de Resseguros do Brasil – IRB
Advised BNDES and N.M.Rothschild in the process of privatization of IRB, including due diligence, preparation for sale and drafting the regulatory framework for the reinsurance industry.
Privatization of Vale S.A.
Advised as legal consultant to Anglo American Corporation/Minorco and CAEMI.
SELECTED ARBITRATION AND JUDICIAL CASES
(INCLUDING NEGOTIATION AND DEFINITION OF STRATEGY)
rejection due to total failure (turn-key contract) of the cargo teleferic projected to have attended several iron ore mines in Minas Gerais
rights of intellectual property (IP), comprising trademarks, patents and copyrights of Brazilian and international clients
take-or-pay contract related to railway cargo transportation
responsibility for fire on industrial equipment in the State of Goiás
force majeure waiver/hardship in railway cargo transportation
insurance responsibility due to accidents related to industrial equipments, collision of rolling stock in railways, sinking of ships, amongst others
corporate cases, such as disputes between controlling and minority partners or shareholders, payment obligations related to cumulative, mandatory and preferred dividends
representation of pension funds in cases of constitutional immunity on revenues and real estate property
discussions involving alternate criteria for payment of interest or monetary correction in public bonds
cases related to the kaolin industry involving patents and public domain
disputes related to fraudulent transactions in the Brazilian capital markets and stock exchanges
disputes related to performance, breach and economic balance of EPC agreements
Bachelor of Law, Pontifícia Universidade Católica do Rio de Janeiro PUC-Rio, 1980.
Master of Comparative Law – MCL, University of Illinois at Urbana-Champaign, 1984.
For access to the full curriculum, download the file here:
A inviabilidade das sociedades limitadas e simples no regime do novo Código Civil (Revista de Direito Renovar n. 30, set/dez 2004)
Deposits under letters of credit in the bankruptcy of a financial institution - a Brazilian overview (Inter-American Trade Report, v. II n. 7, July/August 2004)
O novo Código Civil e a participação de empresas estrangeiras nas sociedades por quotas de responsabilidade limitada (Revista da Associação de Advogados do Rio de Janeiro, v. 2, julho de 2002)
A crise das sociedades de economia mista no Brasil: limites da subordinação ao interesse público (Lei das S.A em seus 40 anos, Forense, 2017)
Ações superpreferenciais: dividendos extravagantes (Direito Empresarial - Estudos Contemporâneos, Quartier Latin, 2017)
Grupo de Sociedades (Direito das Companhias, Forense, 2017)
Transnational Litigation Guide, Chapter 5, Brazil (Thomson Reuters, 2019)