The Brazil Securities Commission (CVM) board approved term of commitment settlements to close two administrative sanctioning proceedings, one involving former Gafisa officers and board members and another involving Vamos Locação de Caminhões, Máquinas e Equipamentos’ investor relations director. The agreements require combined payments of BRL 6.87 million to the CVM in exchange for terminating the cases. In the Gafisa matter, Ana Maria Loureiro Recart agreed to pay BRL 4.0 million and Karen Sanchez Guimarães BRL 2.4 million in a proceeding alleging breaches of duties of loyalty and care and non-compliance with the company’s bylaws, including in connection with approval and oversight of a 2018 share buyback programme, alleged omission of ties to the controlling group while being presented as “independent” directors, and approval of an investment programme allegedly outside the company’s corporate purpose and without an investment policy. Although the Term of Commitment Committee had recommended rejecting the revised proposal after an earlier rejection, the CVM board approved it as substantially improved and reasonable given the alleged conduct. In the Vamos case, Adriano Ortega Carvalho committed to pay BRL 470,000 to settle allegations of failing to timely disclose a material fact related to imminent securities offerings amid atypical share trading on 16 June 2023; the board followed the committee’s recommendation to accept. In both cases, the Federal Specialized Prosecutor’s Office at the CVM found no legal impediment to the settlements.

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