Venezuela’s new opening: buying low in a supervised transition

Arturo Banegas Masiá

Akerman, New York

arturo.banegasmasia@akerman.com

Venezuela is entering an extraordinary, tightly managed second opening. President Nicolás Maduro’s capture and imprisonment in the United States on 3 January 2026, and the swift transfer of power to interim president Delcy Rodríguez, have created a transition in which politics, law and investment are all being reshaped under explicit US supervision.

Rodríguez, Maduro’s former vice president, has been allowed to assume the presidency, but on terms that Washington has made unusually clear: she is expected to dismantle core elements of chavismo, stabilise the country and pave the way for a more liberal, pro‑US policy framework. If she fails to follow US guidelines, US officials have openly signalled that they may pivot toward a different leadership formula, centred on María Corina Machado and/or president‑elect Edmundo González Urrutia, who embody a more explicit agenda of restoring institutions, economic opening and rule of law.

For sophisticated investors, this unusual power configuration creates a rare combination: deeply distressed assets, an improving – though still fragile – legal and macro outlook, and a transition that is at once Venezuelan and heavily influenced by US strategic preferences. The result is a genuine opportunity to ‘buy low’ in Venezuela – but only for those prepared to build structures that can survive sanctions, politics and a potential change of leadership mid‑transition.

A supervised interim phase

Rodríguez was sworn in as interim president under Article 234 of the Venezuelan Constitution, a device previously used after Chávez’s death to manage ‘temporary absence’ without new elections. The manner of her swearing‑in – by her brother, National Assembly president Jorge Rodríguez, flanked by Maduro’s inner circle – underscored that the current power structure is still rooted in chavismo. At the same time, the US has made clear that this arrangement is conditional. President Trump has publicly warned that if Rodríguez does not ‘act appropriately,’ she could face ‘consequences likely greater than those experienced by Maduro’: a blunt reminder that Washington sees her as a transitional figure, not an untouchable sovereign.

In his 28 January 2026 appearance before the Senate Foreign Relations Committee, Secretary of State Marco Rubio reinforced this framing, describing Venezuela’s transition as complex and open‑ended rather than ‘a frozen dinner’ that can be ready in minutes, and indicating that US cooperation with the interim authorities is tied to progress on democratic benchmarks and energy‑sector opening for American companies. Rubio emphasised that proceeds from Venezuelan oil sales placed under US control are intended as a short‑term mechanism to fund essential public services while guarding against diversion and creditor claims, further underscoring the degree of external supervision over the transition.

Parallel to Rodríguez, the opposition’s constitutional and democratic referents remain visible. Edmundo González Urrutia, widely regarded as the legitimate winner of the 28 July 2024 presidential elections, has long presented himself and been recognised by many international actors as the rightful successor with a mandate for restoring institutions and economic normalisation. María Corina Machado, the figurehead of the opposition movement, has articulated a detailed roadmap for a post‑chavista Venezuela grounded in full rule of law, free markets, broad privatisation of confiscated companies and a firmly pro‑Western foreign policy. Together, González and Machado represent the endpoint that many in Washington and in the Venezuelan opposition envision: a government that restores institutions, opens the economy and anchors property rights and contracts in a predictable legal order.

Rubio’s agenda during his visit to Capitol Hill has been explicitly linked to this opposition track. In public remarks and official readouts, he has highlighted the importance of a ‘real transition’ – not a cosmetic or ‘Russian‑style’ process that leaves entrenched networks in place – and has treated the current interim arrangement as a bridge toward a more democratic configuration rather than an endpoint.

In this context, Rodríguez’s interim role looks less like a free‑hand presidency and more like a politically necessary bridge: someone drawn from within the regime, tasked with dismantling its most toxic elements from inside, preserving short‑term stability and shepherding the country toward a more liberal and pro‑US configuration – or making way for those who will. That reality is central to any serious investment thesis.

A strong but distorted legal and physical base

Despite two decades of authoritarian drift and economic collapse, Venezuela retains a strong underlying legal framework for doing business. The pre‑Chávez Civil and Commercial Codes, still formally in force, provide a reasonably sophisticated foundation for contracts, corporate law and private transactions. The Constitution, though politically abused, includes provisions protective of free enterprise and private property. The real damage has come from special laws and regulatory practices adopted under Chávez and Maduro that conflict with those principles – laws that can, in principle, be amended or repealed through ordinary legislative channels or emergency law‑decrees.

Physically, Venezuela retains considerable infrastructure: a road network covering most of the territory; airports in major cities; ports on the Caribbean, Lake Maracaibo and the Orinoco; and major hydroelectric assets such as the Guri dam and related installations. These assets are deteriorated but reparable. From an investor’s perspective, this means that much of the heavy lifting is rehabilitation and modernisation, rather than greenfield construction – a crucial distinction when capital and time are constrained.

Energy, law reform, and the new revenue model

In the span of just days, Venezuela has moved to open its oil sector to private capital while US authorities have clarified a sanctions pathway for Venezuelan‑origin crude, together creating a more predictable – though still highly regulated – framework for new investment flows.

Venezuela’s recent amendment to its hydrocarbons law marks a deliberate shift away from a closed, state‑dominated model toward one that accommodates meaningful private‑sector participation across the value chain. The reform preserves state ownership of subsoil resources but introduces more flexible contractual and fiscal tools, enabling private operators to assume a clearer role in field development, production, and – in certain cases – the marketing of hydrocarbons. In parallel, it seeks to enhance legal certainty through more modernised contract structures and dispute resolution mechanisms, which are crucial for long‑term capital commitments in a high‑risk environment.

Almost simultaneously, the US has issued a set of new general licences under the Venezuela sanctions programme, authorising specified transactions involving Venezuelan‑origin oil when conducted by qualifying US entities and structured within detailed regulatory parameters. By setting out conditions on counterparties, governing law, dispute resolution forums, payment channels and reporting, the licence translates what was previously a largely prohibitive sanctions landscape into a narrower but clearer compliance corridor. For investors and traders, this development does not remove political or regulatory risk, but it does replace substantial ambiguity with a more articulated rule set that can be analysed, diligenced and contractually embedded.

The timing of these regulations is critical. On one side, Venezuela is signalling receptiveness to private capital and operational expertise; on the other, US authorities are defining how certain oil‑related dealings can proceed without breaching sanctions. Together, they create a legal and regulatory overlay in which project structures, offtake arrangements and financing packages can be designed with a more realistic prospect of long‑term enforceability and regulatory durability. While policy developments will remain dynamic, the alignment of domestic legal reform in Venezuela with contemporaneous US sanctions guidance offers a more coherent pathway for investors seeking exposure to Venezuelan hydrocarbons within a framework shaped – and ultimately constrained – by US decision‑making.

These reforms build on mechanisms first tested under the Anti‑Blockade Law, under which Venezuela has already awarded multiple production and participation contracts with the stated goal of boosting output with private capital. Current proposals contemplate expanding the range of partnership models, potentially reducing state royalties and granting greater operational autonomy to private and mixed‑capital companies, all while preserving state ownership of the subsoil and Petróleos de Venezuela’s (PDVSA) strategic role.

Washington has overhauled how Venezuelan natural resource revenues are handled. Under President Trump’s 9 January 2026 Executive Order, proceeds from Venezuelan oil and other natural resources are deposited in US-supervised ‘Foreign Government Deposit Funds’, insulated from seizure and disbursed by the Secretary of State or designees to support economic and political stability in Venezuela. This arrangement reduces leakages and diversion, gives the US leverage over how revenue is used, and signals to investors that cash flows will be more closely monitored and less subject to arbitrary appropriation.

In parallel, sanctions are being recalibrated rather than simply lifted. The US has begun easing some restrictions and more carefully regulating exports and sales, curbing the informal and black‑market routes through which Venezuelan commodities were previously sold at steep discounts. Early, tightly structured oil sales – valued in the hundreds of millions of dollars under a multi‑billion framework – have already taken place, with proceeds held in controlled accounts, demonstrating that the new model is not theoretical but operational.

Rubio’s Senate testimony clarified that this supervised energy model is central to US strategy. He defended the accelerated sale of seized Venezuelan crude as a necessary step given storage constraints, while stressing that the long‑term objective is for Venezuela to operate a ‘normal energy programme’ selling directly into the market, with US companies positioned to participate under clearer rules and oversight.

Signs of controlled reopening are now emerging beyond oil. American Airlines has announced plans to resume daily nonstop passenger service between the US and Venezuela for the first time since 2019, an initiative described as subject to government approval and security assessments and coordinated closely with US authorities. Although specific routes and launch dates have not yet been disclosed, American Airlines has framed the move as a way to reconnect families and support new business and commerce flows once regulators determine that conditions are appropriate.

The shadow of alternative leadership

The credibility of this supervised opening hinges on what comes after Rodríguez – or, at minimum, on the credible threat of replacement if she deviates from the agreed path. Here, González and Machado matter not just as symbols but as concrete alternatives with articulated programmes. González, as president‑elect, is seen by many democratic governments and civil society actors as the constitutional successor with a mandate for national reconciliation, reinstitutionalisation and macrostabilisation. Machado has crafted, and repeatedly communicated, a vision of Venezuela as a rule of law, market‑driven economy with broad privatisation of confiscated enterprises, strong property rights and ‘clear, strict, stable rules’ plus meaningful fiscal incentives for investors.

US public messaging has reinforced this dual track: work with Rodríguez so long as she dismantles chavista structures, releases political prisoners, advances legal and economic reforms – including the current legislative package – and follows a cooperative agenda aligned with US expectations, but keep the option open to shift support toward the opposition’s elected or de facto leaders if she stalls, resists or recentralises authoritarian power. For investors, this means that political risk cuts both ways. On one hand, there is meaningful external pressure against a re‑chavistisation of the regime; on the other, there is the possibility of abrupt political change if Rodríguez is deemed non‑compliant.

Rubio’s schedule around the Senate hearing has underscored this contingency. After testifying, he met with María Corina Machado in Washington, in a meeting she described as focused on securing a substantive and durable transition supported by democratic partners and designed to avoid arrangements that undermine meaningful political renewal. In public statements, Machado stressed that she and her allies are committed to working toward a democratic change of government, while noting that support from the current US administration is an important factor in shaping the next phase of the process.

Buying low: where are the opportunities?

Against this backdrop, the inventory of low‑cost opportunities is broad.

• oil, gas, petrochemicals: field services, logistics, storage, and midstream and downstream assets tied to existing infrastructure can often be acquired at distressed valuations, yet are well-positioned to benefit from production increases and the emerging Productive Participation model;
• mining: Venezuela’s reserves of rare earths, gold, diamonds, aluminium and iron ore represent classic frontier‑market exposure, subject to stringent environmental, social and governance (ESG), human rights and compliance scrutiny;
• electricity and infrastructure: power generation and distribution, road rehabilitation, port upgrades and airport modernisation offer significant upside through repair and modernisation of existing assets;
• project finance and capital markets: large‑scale projects will require syndicated lending, structured finance and, in time, bond issuance and securitisation;
• restructurings: existing companies and creditors must adapt to the new legal and macro framework; debt restructurings, distressed M&A and hybrid instruments will proliferate;
• banking, insurance and financial services: local institutions are generally undercapitalised and underdeveloped, leaving room for new entrants, partnerships and technology‑driven solutions;
• other sectors: tourism, telecom and broader technology, data centres, engineering, procurement and construction contracting, privatisations, real estate, and recovery or compensation of expropriated assets and unpaid public‑sector debts all figure prominently in the opportunity set. The prospective resumption of direct US–Venezuela flights by American Airlines, pending regulatory approvals, illustrates how connectivity‑dependent sectors such as tourism, corporate travel and aviation services could begin to reawaken as security and sanctions environments evolve.

For international law firms and their clients, this is not just a matter of deal flow; it is an ecosystem‑building moment. Firms can collaborate across jurisdictions on sanctions analysis, deal structuring, dispute resolution, project finance and asset recovery, offering integrated solutions to clients navigating a uniquely complex opening.

Strategy: how to approach a guided transition

In such a fluid, supervised transition, the operative word is structure. Investors and their counsel should:

• approach Venezuela as a high‑volatility, licence‑dependent market: no transaction should proceed unless it is fully aligned with the most current US and other sanctions rules, executive orders and any required governmental authorisations, and those legal constraints should be treated as the primary drivers of deal structure, timing and counterparties;
• build robust cross‑border structures with arbitration‑friendly governing law, treaty‑protected holding jurisdictions where possible, and conservative assumptions about repatriation and exit timing;
• perform deep political exposure and integrity due diligence on local partners, facilitators and advisers, recognising that today’s ally may become a liability if the balance of power shifts toward an opposition‑led government;
• start small and modular: incorporate local entities with minimal capital, acquire minority or option‑like stakes, or lock in contractual positions that can scale once legal and political parameters become clearer; and
• draft contracts with detailed sanctions, change‑of‑law and force majeure clauses, alongside clear exit and unwind mechanisms keyed to specific political or regulatory triggers.

Venezuela’s new opening is unlike the ‘normal’ transitions studied in textbooks. It combines a controlled internal succession, explicit external tutelage and a credible democratic alternative waiting in the wings, now reinforced by a first wave of formal legal reforms in hydrocarbons, socioeconomic regulation and administrative procedures aimed at protecting and rewarding foreign investment.

For investors with the sophistication, patience and risk appetite to navigate this complexity, it offers what is increasingly scarce in today’s world: the chance to acquire mispriced businesses and assets in a country with vast natural resources, real infrastructure, a reopening – albeit conditional – of international connectivity and a plausible route back to institutions, markets and the rule of law.