Bloomberg Linea — The R$20 billion accounting shortfall disclosed by Americanas (AMER3) could lead to complications for the company’s directors and controlling partners, including Jorge Paulo Lehmann, Marcel Telles and Carlos Alberto Secubira. The company’s minority shareholders are already preparing measures to try to ensure that they are compensated for the losses they have incurred as the prices of the company’s assets fall.
To prevent debt execution at the expense of the shareholders, Attorney Daniel Gerber, on behalf of the minority shareholders, will ask That the Federal Public Prosecution investigate whether crimes were committed against the capital market and the financial market. It would also request that the assets of those identified as responsible for the breach be blocked, to ensure minority shareholders are compensated.
The request would include both Americanas and PricewaterhouseCoopers (PwC), the auditor responsible for the company’s balance sheets.
A Rio de Janeiro judge responded on Friday (13) to a request from Americana and halted the execution of the company’s debts, prohibiting the freezing, seizure or suspension of the company’s goods and assets for a period of 30 days. In the application filed for justice, Americana reports that it has “about R$40 billion” of debt, and is already accounting for, in theory, the “accounting discrepancies” of about R$20 billion that were revealed two days ago in a physical reality to the market.
BTG Pactual (BPAC11), the creditor of R$1.9 billion, has already requested a suspension of the decision. In the petition, the bank alleges that Americana’s application to the court was to “prevent creditors from legitimately protecting their assets in light of the largest corporate fraud in the country’s history.”
And the announcement of the gap, which the company dealt with as “accounting inconsistencies,” led to a decline in shares of about 75% in the trading session of January 12, the day after the announcement of the market. In the US, where the company trades in ADRs, the decline was 22% at the market open that day.
According to criminal attorney Daniel Gerber, the request will be for Investigate whether crimes Insider trading (use of privileged information to obtain advantages in the capital market), fraudulent management, sale of shares without support and criminal organization.
“People have spent years organizing themselves in a hierarchical way to commit these crimes,” the lawyer said in an interview. Bloomberg Line.
The MPF in São Paulo is already investigating whether there were signs of foul play Insider trading By the directors and controllers of the company since Friday. The investigation is still preliminary and no investigation has been opened.
The suspicion of the use of privileged information occurs because, since Americana informed the market about the hack, information has been circulating on social networks that the directors sold the equivalent of R$210 million in company shares in the second half of 2022 – prior to that, “inconsistencies” were announced. accounting” in the market.
If the accounting fraud is confirmed, it will be related to the fact that Americana recorded financial debts as other items on the balance sheet. In a YouTube video, former Americanas CEO Sergio Real said the R$20 billion shortfall “is an estimate of several accounting entries.”
“Actually,” the executive says in the video, “that number is within the current balance sheet structure, but not on record, is appropriate.” “These entries are placed in some way into the structure of the company’s balance sheet or income statement.”
in the United States of America
Since Americanas have ADRs (Stock Receipts) traded in the US, the company is also subject to legal measures in that market.
The law firm of Almeida Law announced on Friday (13) that Already working on a class action suit (working class) in the United States of America “In Defense of Investors Hurt by Americana’s Reported Inconsistencies”. This does not mean, however, that this procedure will proceed.
Teamwork in the United States is different from the institute in Brazil. There, law firms present their theses to justice on behalf of a class of people—in this case, investors—and it is the judge who decides which firm will be responsible for handling the process. It is a kind of auction for legal theses.
Almeida Law works in partnership with law firms in North America. In the announcement on Friday, the bank said the aim of the lawsuit against Americana is to obtain “punitive damages” or an agreement with the company.
The strategy is similar to the one the law firm adopted with Petrobras at the time of Operation Lava Jato. In December 2014, the company sued the company on behalf of its minority shareholders in a United States court. At the time, the office chosen to handle the case was Pomerantz, but Almeida Lu was in charge of a group of shareholders.
The 2014 case resulted in an agreement signed in 2018 by which The Brazilian state-owned company has pledged to pay R$3 billion to its minority shareholders. It was the largest transaction involving a foreign company in the United States. PwC, the auditor responsible for Petrobras information, was to pay US$50 million.
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