By Brazil Stock Guide – The Brazilian Securities and Exchange Commission (CVM) has accepted a settlement proposal by Rafael Sirotsky Russowsky, vice president of finance and investor relations at Companhia Brasileira de Distribuição (B3: PCAR3), to close an administrative process over the delayed disclosure of a material fact during intense market speculation about the company’s control structure.
According to the regulator, shares of GPA surged 12.3% on December 5, 2023, nearly four times the 60-day average, before a news portal reported that the retailer had a “proposal on the table” that could turn it into a company without a defined controlling shareholder — signaling a possible exit by its then-controller, Casino Guichard-Perrachon. The company only published a Material Fact five days later, on December 10, announcing plans for a R$1 billion primary share offering.
CVM’s technical department (SEP) concluded that Russowsky failed to act on signs of information leakage and “atypical oscillations” in the trading of GPA shares. The agency stressed that the Director of Investor Relations must immediately disclose relevant facts when rumors or abnormal price movements arise, to avoid information asymmetry in the market.
In his defense, Russowsky argued that the price spike was driven by a short squeeze — a technical movement unrelated to the rumors — and that the information disclosed later was complete and aligned with regulatory timing. The committee, however, found that the company had been discussing the share offering internally since mid-October, making the delay unjustifiable.
After negotiations, the CVM Settlement Committee raised the proposed fine from R$300,000 to R$470,000, paid in a single installment. The regulator accepted the agreement on November 4, 2025, closing Processo CVM 19957.001169/2025-72.
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