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Ary Oswaldo Mattos Filho, the Architect of Brazil’s Financial Governance

A steady hand at the CVM, in private practice and in academia, helping shape the country’s institutional framework over decades.

Brazil Stock Guide – Ary Oswaldo Mattos Filho — a prominent Brazilian corporate lawyer and legal scholar whose blend of technical rigor, institutional vision and uncommon intellectual elegance helped lay the foundations of Brazil’s modern capital markets — died on December 1 in São Paulo at the age of 85, due to pulmonary complications.

A central figure in Brazilian public administration, academia and corporate law, he spent more than five decades as a discreet yet decisive presence in some of the country’s most formative moments in corporate and securities regulation.

He was not the courtroom litigator with thunderous arguments. His influence emerged through precision: the well-placed line, the clear sentence, the meticulous reading of the law, and the ability to see — earlier than most — the institutional machinery behind every regulatory change.

A rare intellectual formation

Born in São Paulo into a generation that viewed public service and academic study as paths of advancement, Mattos Filho graduated in law from the University of São Paulo’s prestigious Largo São Francisco School in 1965. It was there, early in his career, that he discovered the fields that would shape his life’s work: corporate law, capital markets and, above all, the role of the state in economic development.

His academic background remains remarkable: a master’s degree in Commercial Law from the University of São Paulo (1969); a master’s in Law from Harvard Law School (1969); specialization in International Taxation at Harvard; a post-doctoral fellowship at Harvard (1984); and a PhD in Tax Law under noted scholar Ruy Barbosa Nogueira (1973).

He became what many in Brazil would later describe as a “border-lawyer”: one foot in the classical Brazilian legal tradition, the other in the policy-oriented analytical approach of American law schools. This dual foundation shaped both his public work and his academic thinking.

The quiet architect of regulation

In the early 1990s — a turbulent period marked by hyperinflation, institutional rebuilding and the country’s efforts to regain investor confidence — Mattos Filho became chairman of Brazil’s Securities and Exchange Commission (CVM), the federal agency overseeing capital markets.

They were strategic years. Under his leadership, the CVM deepened debates on transparency, investor protection, market discipline and Brazil’s integration into global capital flows. His tenure coincided with the country’s economic opening and the return of foreign investors to the stock market — movements that demanded technical firmness and clear long-term vision. During this period, he introduced “Annex IV,” a regulatory framework that enabled Brazilian companies to list shares abroad.

He also served on the National Monetary Council, chaired the Federal Commission for Fiscal Reform, was a judge on São Paulo’s Tax and Fees Court, and sat on the federal Privatization Commission. His presence in high-level decision-making was rarely loud — but always solid.

The professor who founded a school — and a way of thinking

Despite his influence in the public sector, Mattos Filho never abandoned academia. He taught for more than 50 years — first at FGV EAESP, a leading Brazilian business school, and later at FGV Direito SP, the law school where he left his most enduring legacy.

In 2000, he was invited by Carlos Ivan Simonsen Leal, then president of Fundação Getulio Vargas (FGV), to create a new law school. “Brazil does not need one more law school,” he would say, according to an official FGV note. “What we need is a law program designed to meet the country’s real legal demands — the ones traditional schools do not address.”

Thus FGV Direito SP was founded in 2002, rapidly becoming a national center of innovation in legal education. Mattos Filho served first as founding dean, then as dean emeritus, and later as chair of its advisory council. His contributions included bridging Law and Economics, introducing the systematic use of empirical data, and elevating professional practice as a pedagogical tool — still unusual in Brazil at the time.

Students — first in the hundreds, later in the thousands — remember not only his rigor but also his humor: the calm way he dismantled weak arguments, the precision with which he pointed out errors, and the generosity with which he stayed after class to discuss career anxieties or early professional dilemmas.

The founder who believed in institutions

In 1992, he co-founded the law firm Mattos Filho with three colleagues from different generations: Otávio Uchôa da Veiga Filho, Pedro Luciano Marrey Jr. and Roberto Quiroga. The beginning was modest, but Mattos Filho carried a firm conviction: law firms, he believed, should be institutions — not personal fiefdoms.

He insisted on full partnership, one vote per partner, strict collegiality and the then-unusual notion that a firm should outlive its founders. This philosophy helped transform Mattos Filho into one of Brazil’s leading corporate law firms — today with nearly 150 partners and 1,500 professionals. In doing so, he helped reshape not only capital markets but also the culture of Brazilian corporate legal practice.

The relentless researcher

In his later years, already retired from legal practice, he devoted himself to research. He led projects on corporate law, capital markets, corporate governance and non-state regulation, publishing articles and books that today form part of the core literature in these fields. His volumes on securities regulation (Direito dos Valores Mobiliários) are considered contemporary classics in Brazil. Even at an advanced age, he maintained a disciplined routine of reading and revising.

Elegance, discretion, intellect — and generosity

Those who knew him speak of a man of simple habits, subtle humor, attention to detail and an uncommon sense of public responsibility.

At FGV, his presence is still felt: the books he recommended, the projects he created, the theses he supervised, the seminars he inaugurated, the debates he provoked — a living archive of an intellectual life.

A legacy that endures

Ary Oswaldo Mattos Filho is survived by his three children, as well as a large community of former students, colleagues and professionals who see him as a reference. His death closes an important chapter in Brazil’s institutional, legal and economic history. Yet his legacy — in the institutions he built, the rules he helped design and the generations he educated — continues to illuminate corporate law in the country.

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