Brazil Securities Commission accepts BRL 300,000 settlement with Vivara director over alleged insider trading and rejects Sansuy settlement proposal

At its 7 October 2025 meeting, the Brazil Securities Commission (CVM) Board decided on two settlement agreement (Termo de Compromisso) proposals in administrative sanctioning proceedings. It approved a settlement with Icaro Borrello, a Vivara Participações S.A. director, requiring a BRL 300,000 payment to close the case, and rejected a joint settlement proposal submitted by Sansuy S.A.’s Toshio Nakabayashi, Dante Takao Honda and Kazumi Miyamoto. The Vivara proceeding concerns the acquisition of 15,000 VIVA3 shares between 16 and 24 July 2024 for a total of BRL 347,530, allegedly while in possession of inside information about the company’s second-quarter 2024 results disclosed on 8 August 2024, potentially breaching Article 155(1) of Law 6.404 and Article 13 of CVM Resolution 44. In the Sansuy proceeding, the Termo de Compromisso Committee concluded that accepting the proposal was not appropriate given the alleged seriousness of the conduct, including actions that allegedly hindered minority shareholders’ ability to discuss and deliberate at the 28 April 2023 annual general meeting, and because the proposed amount diverged materially from settlement levels typically applied under current parameters; the allegations include conflicted voting on the approval of accounts, vote-counting issues, missing disclosures under CVM Resolution 81, and failure to meet statutory deadlines for shareholder requests to call a meeting.