By Brazil Stock Guide – Three weeks after removing Mauricio Tiso de Souza from the helm of PDG Realty, the group stripped him of every position he still held at PDG Companhia Securitizadora and amended the unit’s bylaws to allow new CEO Roberto Giarelli to represent and bind the company with his signature alone.
The changes were approved at two meetings held on August 3. In the morning, the securitization company’s board removed Tiso as chief executive officer, investor relations officer and securitization officer.
Giarelli stepped down as compliance officer and assumed all three positions previously held by Tiso, with a term running through September 26, 2027. Renato Barboza was appointed compliance officer.
Hours later, shareholders representing 100% of the securitization company’s capital also approved Tiso’s removal from its board.
In a single day, the executive lost three management positions and his seat on the company’s board.
PDG was once one of Brazil’s largest real estate developers, but its rapid expansion ended in heavy debt, stalled construction projects and court-supervised restructuring. Although the reorganization formally ended in 2021, the company still faces limited operating activity, negative shareholders’ equity and a turnaround that has dragged on for more than a decade.
Minutes show no renewed challenge
Unlike the July board meeting at PDG Realty, both sets of minutes from the securitization company state that the resolutions were approved unanimously and without reservations.
The board minutes also say that all members were present. There is no record of a request for postponement, dissent, abstention, challenge to the supporting documentation or reservation of arbitration rights.
The documents, however, do not explain the reasons for Tiso’s latest removal.
During the July 13 leadership change at PDG Realty, Tiso had sought to have his dismissal removed from the agenda, citing a lack of supporting documents and questioning an internally presented cost-cutting rationale. He also reserved the right to seek relief before B3’s Market Arbitration Chamber.
New board at the securitization company
The shareholders’ meeting elected Claudemir Weslley Ferrare de Souza to replace Tiso and serve as board chairman through April 22, 2028.
Renato Barboza stepped down only as chairman and remained a board member. Caio Augusto Bento was retained as vice chairman.
The securitization company’s board is now composed of:
- Claudemir Weslley Ferrare de Souza, chairman;
- Caio Augusto Bento, vice chairman;
- Renato Barboza, board member.
The shareholders present at the meeting were PDG Realty and PDG Desenvolvimento Imobiliário, which together represent the securitization company’s entire capital.
Giarelli gains sole-signature authority
At the same meeting, shareholders amended Articles 32 and 33 of the bylaws to allow the CEO to represent and legally bind the securitization company with his signature alone.
Giarelli will also be able to execute instruments appointing attorneys-in-fact without requiring a second signature.
The company may still be represented jointly by two officers, by one officer and one attorney-in-fact, or by two attorneys-in-fact holding specific powers. In certain cases, another officer or an attorney-in-fact may also receive express authority to act alone.
The amendment governs the company’s legal representation and does not override matters reserved for the board or other internal approval requirements. In practice, however, it concentrates the main formal execution authority in Giarelli while he simultaneously serves as CEO, investor relations officer and securitization officer.
Two separate companies
The new resolutions do not remove Tiso from the board of PDG Realty, the B3-listed company whose shares trade under the ticker PDGR3.
The contested July dismissal occurred at PDG Realty. The August resolutions were adopted by PDG Companhia Securitizadora, which has its own management, bylaws and registration with Brazil’s Securities and Exchange Commission, the CVM.
Based on the disclosed acts, Tiso therefore remains on the board responsible for overseeing Giarelli at the listed company unless and until PDG Realty adopts a specific resolution removing him. The filings reviewed do not include any such action by the parent company.
At PDG Realty, Giarelli currently holds the positions of CEO, chief financial officer and investor relations officer. At the securitization company, he now serves as CEO, investor relations officer and securitization officer.
The latest moves broaden Tiso’s removal across the group but do not resolve the unusual situation revealed in July: the former CEO remains on the listed company’s board despite having been removed from management in a vote that he formally challenged.
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