The strategy of Americanas to hold a small group of former directors solely responsible for the largest accounting fraud in Brazilian history and to exempt the company itself and its controllers has gained another chapter. The company's Board of Directors approved the granting of million-dollar benefits for Flávia Carneiro and Marcelo Nunes to make a plea bargain about the case, making the testimony of both questionable. "What is the exemption for an employee who received such a benefits package"? "The motivation should not be just to clarify the facts and obtain some reduction of the sentence", questions the president of the Institute of Business, Eduardo Silva
In the view of the Business Institute, entity that brings together Minority Shareholders and defends investors, the strategy of Americanas in directing all responsibility to the administrators aims to exempt the company from compensating minority shareholders. Only the company can sue the guilty directors, leaving investors without any indemnity claim, highlights Silva
Contrary to what the defense of Americanas claims, the reality of the facts is that there were flaws in the company's own structure, as concluded by the investigation carried out by B3, that suspended the company from the Novo Mercado and imposed fines on Americanas itself, advisors and audit committee
In the decision, the B3 pointed out that the Councilors were negligent in the oversight and management of internal controls, allowing irregularities to extend for almost two decades. According to the stock market, the Counselors should have exercised greater diligence and oversight. The disapproval of the behaviors is very similar to those attributed to the Directors, with the fines being practically identical, highlighting the shared responsibility for fraud management
B3 also highlighted the lack of action by the Counselors regarding the audit and the internal control mechanisms of the Company, reiterating that they failed to take the necessary measures to prevent accounting fraud. The fines imposed on the councilors and members of the audit committee ranged from R$ 263.399,33 and R$ 395.099,00. The members of the audit committee faced the largest fines for failing to demonstrate the effective functioning of the body
At the beginning of September, Instituto Empresa filed a request for the definitive exclusion of the Company from the Novo Mercado segment at B3. If accepted, the compulsory exit of the retailer will occur through the execution of a Public Offering for the Acquisition of Shares (OPA). The OPA proposal aims to benefit minority shareholders, that suffered losses of up to 75% in stock value in just one day in January 2023, when the fraud was revealed. The Institute awaits B3 to define the deadline for the publication of the announcement of the mandatory exit tender offer
"The decision of B3", November 2023, it was a suspension. By its very nature, it should evolve towards the lifting of sanctions or, so, for its worsening. "It is not possible to maintain a provisional state on a permanent basis", highlights Silva
Americanas' strategy of holding management accountable for fraud only harms minority shareholders
