The Brazil Securities Commission (CVM) Board ruled on Termo de Compromisso settlement proposals in three proceedings, approving two agreements totaling BRL 3,800,000 and rejecting a third proposal worth BRL 21,285,000. In PAS 19957.003588/2023-87, seven members of the board of directors of IRB - Brasil Resseguros S.A. agreed to pay BRL 500,000 each (BRL 3,500,000 total) to settle allegations of a breach of the duty of diligence, particularly the duty to supervise management acts in the 2019 financial year (potentially infringing articles 153 and 142(III) of Law 6,404/1976). While the Commitments Committee (CTC) had recommended rejection based on the alleged seriousness of the conduct, potential diffuse damages, a gap versus amounts applied in similar cases, classification under Group V of Annex A to CVM Resolution 45, and limited procedural economy, the Board accepted the deal after the federal attorney’s office at CVM found no legal impediment. In PAS 19957.007976/2020-94, which concerns alleged fraudulent operations in the capital markets (potential breach of CVM Instruction 8, item I and item II(c)), the Board rejected revised proposals from Entre Investimentos e Participações Ltda. and its responsible director, Antônio Carlos Freixo Júnior, and a joint proposal from Banco Master S.A., Viking Participações Ltda. and Daniel Bueno Vorcaro, despite the CTC having supported acceptance after negotiations. The rejected payments would have totaled BRL 21,285,000, split as BRL 4,950,000 (Entre Investimentos), BRL 2,475,000 (Freixo Júnior) and BRL 13,860,000 jointly (BRL 5,940,000 Banco Master, BRL 4,950,000 Viking, BRL 2,970,000 Vorcaro), with deliberations resumed following a request for review by Director João Accioly. Separately, in PA 19957.003236/2023-21, the Board accepted a BRL 300,000 settlement with Richard Chagas Gerdau Johannpeter, a board member of 3R Petroleum Óleo e Gás S.A., in a pre-sanction proceeding examining trading in the issuer’s shares and derivatives allegedly while in possession of inside information ahead of a material fact disclosed on 16 April 2023 (potential breach of article 13 of CVM Resolution 44).
Brazil Securities Commission (CVM) 2025-12-02
Brazil Securities Commission approves BRL 3,800,000 in settlements for IRB and 3R Petroleum and rejects BRL 21,285,000 proposal in Brazil Realty FII case
The Brazil Securities Commission (CVM) approved two settlement agreements totaling BRL 3,800,000 and rejected a third proposal worth BRL 21,285,000. Approved settlements include BRL 3,500,000 from IRB - Brasil Resseguros S.A. directors for alleged diligence breaches and BRL 300,000 from Richard Chagas Gerdau Johannpeter for alleged insider trading. The rejected proposal involved alleged fraudulent operations in the capital markets by Entre Investimentos e Participações Ltda. and others.