By Brazil Stock Guide – Brazil’s securities regulator, the Comissão de Valores Mobiliários (CVM), has opened two new administrative inquiries related to the accounting scandal at Americanas (AMER3), reopening regulatory scrutiny over a case that erupted in early 2023 and exposed one of the largest corporate frauds in Brazil’s history.
The new probes expand the scope to former board members, banks and financial intermediaries that maintained commercial and capital-markets relationships with the retailer and its former subsidiaries, including B2W and Lojas Americanas.
According to the CVM, one of the inquiries is aimed at assessing potential breaches of fiduciary duties by members of the board of directors, the fiscal council and advisory committees. The information was first reported by O Globo.
At the time the fraud was disclosed, the board included figures such as Beto Sicupira, a long-standing shareholder and prominent member of the company’s historical controlling group, and Paulo Alberto Lemann, who also represented the controlling shareholders. The regulator has not specified which individuals will have their conduct formally scrutinized.
A second inquiry focuses on the role of banks, their senior officers and financial intermediaries involved in transactions and securities issuances linked to Americanas. The CVM is examining whether these institutions complied with regulatory obligations related to due diligence, governance standards and internal controls when structuring deals and maintaining financial relationships with the group over several years.
Despite the broader scope of the probes, the trajectory of the case to date has preserved a key distinction. Internal investigations, independent forensic reports and earlier regulatory actions have consistently indicated that the accounting manipulation was orchestrated at the executive level, with no evidence so far of direct board involvement. The fraud — now estimated at about R$ 25 billion — stemmed from systematic practices that inflated results and concealed liabilities over an extended period.
In that context, former chief executive Miguel Gutierrez remains at the center of ongoing investigations as the senior executive leading the company during the years in which the irregularities accumulated. Board members, by contrast, have been assessed through the lens of oversight and fiduciary responsibility rather than as agents of the fraud itself — a distinction that has remained intact as the case evolves.
For investors and legal advisers, the CVM’s move is seen less as a reversal of conclusions and more as a technical deepening of supervision. By widening the perimeter to include boards, banks and intermediaries, the regulator reinforces expectations around governance and diligence while leaving unchanged, at least for now, the core finding that the R$ 25 billion Americanas fraud remains concentrated in executive misconduct rather than boardroom action.
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