July 15, 2024

Who can punish Rombo?

5 min read
Who can punish Rombo?
Who can punish Rombo?

There are several investigations to determine the billionaire gap in Americana. I entered the company judicial recovery With debts of R$43 billion, after recognizing R$20 billion in “accounting discrepancies”. The creditors have sued the courts to try to hold the company’s billionaire shareholders accountable. Understand who can be punished.

What investigations are being carried out?

CVM

The SEC created a task force for the Americana case, with eight lawsuits pending. Investigations are carried out in cooperation with the Federal Police and the Federal Public Prosecution. Autonomy maintains a channel for receiving complaints within its scope Location.

Operations check, among other points:

  • any irregularities in the accounting information;
  • Possible irregularities in disclosing news, material facts, and company announcements;
  • If there is a crime inside trade, It is when a company’s shares are traded by someone with privileged information.

Federal Public Prosecution

the MPF-SP It also checks whether unique information has been used. The company’s managers sold more than R$210 million of retailer shares in the second half of 2022, after the company announced the change of its president.

Minorities and creditors

  • Entities representing minority shareholders He sought justice And to B3 (exchange) To claim compensation from the company and the reference shareholders, billionaires Jorge Paulo Lehmann, Carlos Alberto Secubira and Marcel Telles the owners of 3G Capital.
  • The big banks want to force the trio of shareholders to do so Compensate them with your personal assets. For this, they are looking for means to prove that there is fraud in the retailer.
  • the Bradesco He went to court to request storage Email messages Among the members of the Board of Directors, members of the Board of Directors and workers in the accounting field of the company. The court accepted the request.

independent commission

  • Americana established an internal committee to investigate the gap in its balance sheets. The formation of the committee has been the target of criticism from creditors, who claim that the committee members have a close relationship with the company.
  • The company says the committee aims to investigate the case “in absolute independence and impartiality,” and that the accusations against its members are “absurd and unfounded.”

Was there fraud? Who can be punished?

Investigations are still ongoing and there is much more to discover. One of the main points to be clear is whether the leak was caused by intentional fraud or by mistake.

If it is a scam, you need to find out who knows about it. Understand who can be held responsible:

company

  • If illegal behavior or non-compliance with the rules is found, the company may be required to pay compensation to the shareholders. It may also be punished by CVM with fines and penalties.
  • Sought, the company did not comment. Previously, Americana claimed it had set up an independent commission to “investigate the circumstances that caused the discrepancies in the accounting entries.”

reviews

  • Over the past five years, Americanas’ financial information has been audited by PwC (from 2019 to 2021) and KPMG (from 2017 to 2019), two of the most respected audit firms in the world.
  • Experts say the retailer’s scandal could have consequences for audits. PwC and KPMG said they do not comment on audited balance sheets, due to contractual issues.

Audit exists to catch this sort of thing, and for some reason it doesn’t.
Renata Oliveira, attorney at Rayes & Fagundes

managers

If fraud is proven, people who worked for the company, especially those who handled the retailer’s finances, may be held accountable.

This can happen at a managerial level, with a disincentive to work in other publicly traded companies; in the civil domain, with the payment of compensation; And also in the criminal sphere, with imprisonment.

In this case, among the offenses that may be considered:

  • Insider Trading: Trade stocks using privileged information. The penalty is imprisonment from one to eight years and a fine.
  • White collar: a group of offenses that includes “the enticement or retention of a partner, investor or public body at fault with respect to the business or financial condition of the company”. The penalty is imprisonment from two to six years and a fine.

Analysts consider the probability of catching a person remote.

Who ran the company?

In recent years, the retailer has been led by four CEOs. Chief among them is Miguel Gutierrez. He worked at Americana for 30 years, of which he spent 20 years as CEO.

He left the position at the end of 2022 to make way for Sergio Real, who had less than ten days left in office and showed the billionaire gap. The other three executives remain with the company.

In recent years, some executives have taken over the financial management of the company:

  • Carlos Eduardo Rosalba Padilha – worked for the company from 2006 to 2021 and is now a partner in a consulting firm. He sought, the executive refused to speak.
  • Timotheo Barros – Started working for the company in 1996. Today he is Vice President in charge of physical warehousing, logistics and technology. Sought, did not comment on the issue.
  • AndrĂ© Cofer – Joined the company in early 2023, along with Sergio Real, and has been in the role for less than ten days. He was replaced by Camille Loyo Faria, former CFO of TIM.

billionaire shareholder

The billionaire company’s major shareholders have come under fire from creditors seeking to hold them responsible for the breach. Like big banks Santander Bradesco wants to oblige the trio to compensate them for their personal assets.

However, this is not a simple task. It will be necessary to prove that the shareholders were aware of what was happening on the company’s balance sheets.

By law, the liability of a company’s shareholders is limited to the value of their shares, which protects their personal assets.

The shareholder responds with his capital. If the stock goes to zero, he loses money, but that’s it. Companies law protects the shareholder.
Douglas Duke, CEO of Quist Investimentos, a firm that specializes in judicial recovery

What role does the billionaire shareholder play in the company?

The three have owned Americana for 40 years. Last year, they gave up their control over the company in the reorganization of the company, but they continued as reference shareholders, that is, they have the power to influence the management of the company.

Carlos Alberto Secubira is a member of the Board of Directors and has been Chairman of the Board for years. Paolo Alberto Lehmann, son of Jorge Paolo Lehmann, is also a member of the board of directors. The ongoing investigations will also analyze the Board’s responsibility in the case.

Note that the three contributors They say they are not aware of the company’s accounting maneuvers.

We have never been aware of and will not acknowledge any accounting maneuvers or misrepresentations in the company. Our performance has, for decades, been guided by ethical and legal rigor.

We had one of the largest and most respected independent audit firms in the world, PwC. She, in turn, regularly used circular letters to confirm Americana’s accounting information with outside sources, including banks that work with the company. Neither these financial institutions nor PricewaterhouseCoopers have reported any wrongdoing.
Jorge Paulo Lehmann, Marcel Telles and Carlos Alberto Secubira, NB

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