Americanas' strategy of blaming management for the fraud only harms minority shareholders

Americanas' strategy of solely holding a small group of former directors responsible for the largest accounting fraud in Brazilian history, while exonerating the company itself and its controlling shareholders, has taken another turn. The company's Board of Directors approved the granting of multimillion-dollar benefits to Flávia Carneiro and Marcelo Nunes to cooperate with the investigation, making their testimony questionable. "What kind of impartiality can a collaborator have who received such a large package of benefits? Shouldn't the motivation be simply to clarify the facts and obtain a reduction in punishment?" questions Eduardo Silva, president of the Instituto Empresa.

In the view of Instituto Empresa, an organization that brings together minority shareholders and defends investors, Americanas' strategy of 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 claim for compensation," Silva emphasizes.

Contrary to what Americanas' defense claims, the reality is that there were flaws in the company's own structure, as concluded by the investigation carried out by B3, which suspended the company from the Novo Mercado and imposed fines on Americanas itself, its board members, and the audit committee.

In its decision, B3 pointed out that the board members were negligent in overseeing and managing internal controls, allowing the irregularities to persist for almost two decades. According to the exchange, the board members should have exercised greater diligence and supervision. The condemnation of the conduct is very similar to that attributed to the directors, with the fines being practically identical, evidencing shared responsibility for managing the fraud.

B3 also highlighted the board members' inaction regarding the audit and internal control mechanisms of the company, reiterating that they failed to take the necessary steps to prevent the accounting fraud. The fines imposed on the board members and audit committee members ranged from R$ 263,399.33 to R$ 395,099.00. The audit committee members received the largest fines for failing to demonstrate the effective performance of the body.

At the beginning of September, the Instituto Empresa filed a request with B3 for the definitive exclusion of the Company from the Novo Mercado segment. If accepted, the retailer's compulsory exit will occur through a Public Offering for the Acquisition of Shares (OPA). The proposed OPA aims to benefit minority shareholders, who suffered losses of up to 75% in the value of their shares in just one day in January 2023, when the fraud was revealed. The Institute is awaiting B3's decision on the deadline for publishing the OPA notice for the compulsory exit.

“The B3 decision, from November 2023, was for a suspension. By its very nature, it must evolve into the lifting of sanctions or, alternatively, their intensification. It is not possible to maintain a provisional state permanently,” Silva points out.