By Brazil Stock Guide — For the first time since Casas Bahia joined forces with rival retailer Ponto Frio in 2010, the Klein family no longer holds a seat on the company’s board of directors. Raphael Oscar Klein, grandson of the retail chain’s founder, Samuel Klein, resigned on Wednesday (October 28), ending nearly 16 years of continuous family representation through changes in ownership, management shake-ups, and the transformation of the former Via Varejo into today’s Grupo Casas Bahia (B3: BHIA3).
The resignation, disclosed in a regulatory filing with Brazil’s Securities and Exchange Commission (CVM), took immediate effect and also covered Raphael’s positions on the board’s advisory committees. The company provided no explanation for his departure, thanking him for his contributions and saying it would assess the board’s future composition.
Contacted by Brazil Stock Guide, the company’s press office declined to address questions about the reasons behind the resignation or its implications for corporate governance, referring instead to the official statement.
The Klein family had long ceased to control the retailer. That process began with the combination of Casas Bahia and Ponto Frio in 2009, which brought the businesses under the control of Grupo Pão de Açúcar (GPA), then one of Brazil’s largest retail groups. In 2019, GPA sold its stake in Via Varejo, leaving the company with a dispersed shareholder base and no controlling shareholder.
Another major ownership shift came in August 2025, when Brazilian investment firm Mapa Capital gained control of the struggling retailer by converting approximately R$1.65 billion in debentures previously held by Bradesco and Banco do Brasil into equity. The transaction initially gave Mapa a stake of roughly 85.5%.
Mapa now controls the company through Domus VII Participações, which holds 832.4 million shares, representing 82.11% of its share capital, according to Grupo Casas Bahia’s disclosures.
Despite losing ownership control, the Kleins maintained a presence on the board. Michael Klein, Samuel’s son and Raphael’s father, joined the board of the then-Globex in November 2010. Subsequent corporate filings document his continued participation during the years when GPA controlled the business.
Michael returned as board chairman in June 2019, amid Via Varejo’s ownership restructuring. In 2020, he handed the chairmanship to Raphael, who had helped oversee the original combination of Casas Bahia and Ponto Frio and had served as the company’s chief executive until November 2012.
Raphael remained chairman until December 2022, when Renato Carvalho do Nascimento took over the position. The founding family’s heir, however, retained his seat as a director.
His departure now reduces the board from five members to four. The remaining directors are chairman Renato Carvalho do Nascimento; vice chairman Fernando Alcantara de Figueredo Beda; André Luiz Helmeister; and Claudia Quintella Woods. Beda and Helmeister are founders of Mapa Capital, the retailer’s controlling shareholder.
Under the company’s bylaws, the board must have between five and nine members. Grupo Casas Bahia said it would consider its composition in accordance with applicable governance rules and resolutions approved at an extraordinary shareholders’ meeting on October 19.
The resignation comes at one of the most difficult financial moments in the retailer’s history. On August 16, Grupo Casas Bahia and certain subsidiaries filed for judicial reorganization under Brazilian law to restructure approximately R$17.3 billion in debt.
Brazil’s judicial reorganization process, known locally as recuperação judicial, is broadly comparable to Chapter 11 bankruptcy protection in the United States, allowing financially distressed companies to negotiate with creditors while seeking to preserve their operations.
Shareholders ratified the filing on October 19, and a São Paulo court authorized the proceedings to move forward two days later. The ruling allowed the restructuring process to continue but did not constitute final approval of a reorganization plan.
The company’s resignation notice makes no connection between Raphael Klein’s departure and the judicial restructuring. Nor does it indicate whether the family intends to nominate another representative to the board. The resignation, by itself, also does not establish that the Kleins have disposed of any remaining shareholdings.
What it does mark is a significant break in the retailer’s corporate governance history. Since the combination with Ponto Frio in 2010, the founding family had maintained a direct role in the body responsible for overseeing management and shaping corporate strategy, even after surrendering ownership control.
With Raphael’s departure, that direct representation has ended for now, leaving Mapa Capital to oversee the retailer’s debt restructuring and financial recovery without a Klein family member on the board.
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