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CVM rejects agreement with members of the Board of Directors of Recrusul SA

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Analysis of another case was suspended after request for view

The Securities Commission (CVM) Board of Directors analyzed, at a meeting held on 11/3/2020, proposals for the term of commitment regarding the following processes:

1. PAS CVM SEI 19957.009798 / 2019-01: Marcio Alexandre Saito, Simsan Construções e Empreendimentos Imobiliários SA, Juliana Nogueira Zadra, Índigo Investimentos DTVM LTDA. (current name of Foco DTVM Ltda.), Benjamim Botelho de Almeida, Máxima SA CCTVM, Daniel Bueno Vorcaro and Luiz Antonio Bull

2. PAS CVM SEI 19957.009371 / 2019-02: Ricardo Mottin Júnior, Ernani Catalani Filho and Luiz Alcemar Baumart

Know the cases

1. Marcio Alexandre Saito (as responsible for the CIP), Simsan Construções e Empreendimentos Imobiliários SA, Juliana Nogueira Zadra (as head of Simsan), Indigo Investimentos DTVM LTDA. (current name of Foco DTVM Ltda., as fiduciary agent), Benjamim Botelho de Almeida (as controller of Indigo), Máxima SA CCTVM (as a leading intermediary, manager and administrator), Daniel Bueno Vorcaro (as director of Máxima) and Luiz Antonio Bull (as director of Máxima) presented Proposed Term of Commitment to end the Administrative Process Sanctioning CVM SEI 19957.009798 / 2019-01.

The Specialized Federal Attorney’s Office (PFE-CVM) concluded that there is no legal impediment to conclude the agreement with the proponents, provided that the full refund of the amounts to investors is proven, except in the case of Juliana Nogueira Zadra, who did not present a compensatory proposal. diffuse damage to the market.

The Commitment Term Committee (CTC) suggested the rejection of the proposal because it considered that the conclusion of the adjustment would not be convenient or opportune, considering, among other factors, the seriousness in theory of the illegal acts and the history of the proposers. For the CTC, the specific case requires the CVM Board of Directors to be placed on trial.

The Board initiated the discussion, but the decision was suspended after the request of Director Henrique Machado for a view.

More information

O PAS CVM SEI 19957.009798 / 2019-01 was initiated by the Securities Registry Superintendence (SRE), which proposed the responsibility of:

  • Marcio Alexandre Saito (as head of CIP), Simsan Construções e Empreendimentos Imobiliários SA and his head Juliana Nogueira Zadra, Benjamim Botelho de Almeida (as controller of Indigo): for breach of item I with item II, “ c ”, of CVM Instruction 8.
  • Indigo Investimentos DTVM LTDA. (as fiduciary agent), for breach of item I with item II, “c”, of CVM Instruction 8, and with art. 11, I, II, III, V and X, of CVM Instruction 583.
  • Máxima SA CCTVM:
    • as a leading intermediary, for breach of item I c / c item II, “c”, of CVM Instruction 8, and art. 11, I, of CVM Instruction 476.
    • as manager, for breach of item I c / c item II, “c”, of ICVM 8, and art. 92, I, of CVM Instruction 555.
    • as administrator, for breach of item I with item II, “c”, of CVM Instruction 8, and with art. 92, I, of ICVM 555, and to item X of art. 90 of CVM Instruction 555.
  • Luiz Antonio Bull:
    • as director of Máxima SA CCTVM (leading intermediary), for breach of item I c / c item II, “c”, of CVM Instruction 8, and art. 11, I, of CVM Instruction 476.
    • as director of Máxima SA CCTVM (manager), for breach of item I c / c item II, “c”, of CVM Instruction 8, and art. 92, I, of CVM Instruction 555.
    • as director of Máxima SA CCTVM (administrator), for breach of item I c / c item II, “c”, of CVM Instruction 8, to art. 92, I, of CVM Instruction 555, and to art. 90, X, of CVM Instruction 555.
  • Daniel Bueno Vorcaro, as director of Máxima SA CCTVM (leading intermediary), for breach of item I c / c item II, “c”, of CVM Instruction 8, and art. 11, I, of CVM Instruction 476.

Access the opinion of the Commitment Term Committee.


2. Ricardo Mottin Júnior, Ernani Catalani Filho and Luiz Alcemar Baumart, as members of the Board of Directors of Recrusul SA, presented joint proposal in Term of Commitment to end the Administrative Process Sanctioning CVM SEI 19957.009371 / 2019-02.

The Specialized Federal Attorney’s Office (PFE-CVM) concluded that there was no legal impediment to carrying out the agreement.

After negotiations with the Term of Commitment Committee (CTC), the proponents did not adhere to the counter proposal to pay the CVM a total of R $ 610,000.00, as follows:

  • Ricardo Mottin Júnior: R $ 200,000.00
  • Ernani Catalani Filho: R $ 210,000.00
  • Luiz Alcemar Baumart: R $ 200,000.00

The CVM Board followed the CTC and rejected the Term of Commitment with Ricardo Mottin Júnior, Ernani Catalani Filho and Luiz Alcemar Baumart.

More information

O PAS CVM SEI 19957.009371 / 2019-02 was initiated by the Superintendence of Relations with Companies (SEP), which proposed the responsibility of Ricardo Mottin Júnior, Ernani Catalani Filho and Luiz Alcemar Baumart, as members of the Board of Directors of Recrusul SA, for submitting a capital increase proposal with issue price of common shares and preferred shares based on their quotations, with discounts not justified by market conditions, and without the detailed justification of the economic aspects that determined the choice of the adopted criterion, thus causing the unjustified dilution of the former shareholders (breach of article 170, §§ 1 and 7, of Law 6,404, and article 2, IX, of Annex 30-XXXII of CVM Instruction 480).

Access the opinion of the Commitment Term Committee.

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Regulator Information

Abbreviation: CVM
Jurisdiction: Brazil

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