Overview

Francisco Rohan is Senior Counsel in the Rio de Janeiro office of Tauil & Chequer Advogados in association with Mayer Brown LLP’s Corporate, Mining and M&A practice. For more than 30 years, Francisco Rohan has represented state-owned and public and private companies in the development of mining, steelmaking, energy, logistics and infrastructure projects as well as in corporate matters, mergers and acquisitions, and business planning and restructuring. Francisco has coordinated, executed and participated in the formation, implementation and financing of more than 60 high-caliber projects, mergers and acquisitions, divestments and restructurings.

Before joining the firm, Francisco served as global general counsel and corporate secretary of the Board of Directors and Board of Officers of Vale S/A (formerly Companhia Vale do Rio Doce), the largest private corporation in Latin America. In this capacity, he was responsible for formulating, drafting, negotiating and coordinating all strategic legal matters of the company of a corporate or commercial nature, including agreements relating to mergers and acquisitions, restructurings, construction, services, sales and dispute resolution procedures.

Francisco also handled matters relating to taxation (tax planning, direct and indirect taxation, and tax incentives) and regulation (including the interface with the agencies that regulate the capital markets, transport logistics and energy). Other regulatory matters in which Francisco was involved included mining and environmental compliance, employment law and relationship with unions. Francisco was also responsible for civil, commercial, tax, employment, mining and environmental litigation, acting as case administrator, counsel and lawyer in more than 9,000 legal proceedings.

In addition, Francisco coordinated several loan facilities and acquisitions and sales of companies and assets in Brazil and worldwide in the mining, steel, aluminum, railway, port facilities, logistics and energy sectors. His current practice leverages his extensive experience in mining, steel, logistics and energy project structuring and development (including for hydroelectric plants, thermoelectric plants, LNG projects, refineries and petrochemical plants). As part of this work he provides political and regulatory risk analysis and advice on investments in the mining, logistics, steel and other business sectors.

After acting as global general counsel at Vale, Francisco Rohan was a senior partner at Carvalhosa & Eizirik Advogados in Rio de Janeiro (2003-2005). Next, he became a partner at Tauil & Chequer Advogados. Earlier on, he was general counsel at Albras-Alumínio Brasileiro S.A. and Alunorte-Alumina do Norte do Brasil S/A (1982-1991). In the first seven years of his professional practice, Francisco was legal counsel for Banco de Crédito Nacional and for the government of the State of Pará and an associate at the firm of Otávio Mendonça Advogados.

Spoken Languages

  • Portuguese
  • English
  • Spanish

Experience

  • Represented a large international mining company interested in the acquisition of a stake in a mining project in the Amazon.
  • Acted as counsel in several studies and opinions on shareholders’ agreements, exclusivity agreements, consolidation of corporate control, tag along obligations and relationship with depositary banks for one of the largest steelmaking companies in the world with activities in Latin America.
  • Represented a large international mining company in the transfer in Brazil of assets dedicated to the aluminum, alumina and bauxite industry, including the incorporation of corporate vehicles, assignments and transfers of agreements and financial guarantees, two industrial plants for the production of aluminum and one bauxite refinery, ore pipelines, port facilities, mines and rural farms, in a transaction that exceeded US$5 billion.
  • Represented acquisition of the largest mining, railway, ports and steel companies in South America, financial restructuring and corporate governance planning, global offer of negotiable instruments and listing of securities; reviewing, drafting and negotiating corporate regulations and shareholders’ agreements.
  • Defended listed corporations and their shareholders before the Brazilian Securities Commission (CVM).
  • Planned and executed the entry of Brazilian companies in the Chinese mining market in a large scale and long term project; established joint ventures between the largest iron mining company in the world and the largest steelmaking company in China; drafted and negotiated related corporate and financial agreements.
  • Represented the largest aluminum plant in South America, including intensive bauxite mining and alumina production, in corporate, commercial and financial restructuring, drafting and negotiating corporate documents and shareholders’ agreements, agreements to convert debts into assets and commercial agreements.
  • Established a joint venture between a Brazilian steel company and the North American supplier for the construction, operation and sale of steel coke, together with the largest thermoelectric plant in South America; drafted and negotiated investment agreements, the shareholders’ agreement and financing agreements.
  • Drafted and negotiated banking agreements for the purpose of restructuring debt, loans and security with multilateral agencies, issuance of guarantees and related instruments.
  • Represented a large Brazilian company (i) in concessions and financial and corporate restructurings involving UHE Aimoré, UHE Santa Isabel, UHE Funil, UHE Capim Branco, Porto Estrela, Candonga, Foz do Chapecó and Valesul; (ii) in connection with negotiating, developing and building a 210MW hydroelectric plant in southeast region of Brazil and placement of shares in the U.S. and Spanish stock markets; and (iii) in two hydroelectric projects (180MW/230MW) in the State of Minas Gerais.
  • Represented a large Brazilian company in the cellulose, paper and pulp industry in transactions relating to (i) sale of Bahia Sul (Suzano Group) and CENIBRA and (ii) sale of all of their forest assets.
  • Represented a very large company with diversified activities in connection with structuring, drafting and negotiating the first management/performance and mining research and risk agreements between the Brazilian government and a Brazilian state-owned company for the purpose of improving its management and performance.
  • Represented the largest oil and gas company of a sub-Sahara African country in connection with its corporate restructuring in Brazil, including the acquisition of widespread shareholding control by means of a private offer.
  • Represented a US multinational company based in Brazil in the US$100 million acquisition of an agricultural produce processing and industrialization plant in Brazil.
  • Counsel retained to organize, restructure and train the legal departments of large corporations (Vale – Brazil 2003; Companhia Siderúrgica de Tubarão – Brazil 2004; and Sonangol EP – Angola 2007, this project was certified by Hildebrandt©).
  • Counsel to an international financial organization in relation to the establishment of a Chinese wall, audit, prevention of inside information and compliance risks, and preparation of a final report on the results of the works.

Education

IBMEC Business School, MBA

Senior Executive - Strategic Business Management - Rio de Janeiro. Brazil.

International Law Institute in association with Georgetown University

Continuous education on State-owned companies – Restructuring & Privatization. Washington DC USA.

Harvard Law School

Continuing education on International Agreements, Arbitration, and Critical Legal Studies

Universidade Federal do Pará, Belém, Brazil, Law degree (J.D. equivalent)

Admissions

  • Brazil

Memberships

  • Professor of Corporate Law at IBMEC – RJ (graduate level): Corporate Law, Mergers and Acquisitions, Corporate Governance
  • Professor, Commercial, undergraduate level, Universidade da Amazônia
  • Lecturer on Corporate Law, Mergers and Acquisitions, Corporate Governance and Project Structuring
  • Member, American Chamber of Commerce, Rio de Janeiro
  • Member, Brazilian Mining Institute (IBRAM)
  • "Broadly, this firm is highly regarded in all areas of energy and natural resources, and mining is no exception; the most notable lawyers are Francisco Rohan and Guilherme Vieira da Silva." Latin lawyer 250 2016