By Brazil Stock Guide – São Paulo Civil Police indicted two representatives linked to Goldman Sachs Group Inc. (NYSE: GS) on suspicion of fraud in an investigation involving the initial public offering of Oncoclínicas do Brasil Serviços Médicos SA (B3: ONCO3). O Globo reported the case.
Felipe Guerra Acosta, an executive investment superintendent at the US bank, and Natan Lima Reinig, a former Oncoclínicas board member appointed by Goldman, were indicted on allegations of fraud and fraudulent management of a joint-stock company.
Detective José Eduardo Jorge concluded that evidence pointed to the pair’s “knowing participation” in an alleged scheme to mislead Oncoclínicas, Brazil’s securities regulator, the CVM, stock-exchange operator B3 and investors.
Ownership Dispute
The investigation centers on conflicting accounts of who indirectly controlled the Josephina I and Josephina II funds, which held a significant interest in Oncoclínicas.
When the cancer-care provider went public in 2021, Goldman Sachs said it indirectly owned 100% of the two funds. A different account emerged in 2024, when a change involving the funds could have triggered a mandatory tender offer for shares held by other investors.
Acosta and Reinig signed a letter stating that Centaurus had already been the indirect owner of the stake before Oncoclínicas completed its IPO.
Police allege that the revised ownership account was used to avoid the tender-offer requirement, allowing the interest to be maintained without the expenditure that an offer to other shareholders would have required.
The transaction allegedly caused losses to minority investors, according to the investigation.
Police Cite “False Reconstruction”
The police decision described the revised presentation of the ownership structure as a “false reconstruction.” Investigators said Acosta and Reinig knowingly participated in the alleged effort.
The inquiry is focused on whether the change in the ownership account was designed to prevent the company, regulators and investors from identifying a potential requirement to launch a tender offer.
The indictments don’t constitute convictions. They reflect the police authority’s findings at the investigative stage, and any criminal liability will depend on subsequent proceedings and decisions by the relevant authorities.
Regulatory Scrutiny
The case may also have regulatory implications for the people involved. Brazil’s corporate law requires members of company boards to have an unblemished reputation.
Rules issued by the National Monetary Council for investment banks and other institutions supervised by Brazil’s central bank apply a similar standard to certain management positions.
The regulatory assessment may take into account the existence of a criminal case or police investigation, according to the report. An indictment doesn’t automatically require an executive or board member to step down, but it may become part of the information considered by regulators when evaluating eligibility for a position.
Americanas Comparison
The Oncoclínicas inquiry has drawn comparisons behind the scenes with the accounting case involving retailer Americanas SA (B3: AMER3), according to O Globo.
Investigations into Americanas examined the potential individual responsibility of executives for information presented to the market. In the Oncoclínicas case, the police inquiry is focused on the discrepancy between the ownership structure disclosed around the 2021 IPO and the later assertion that Centaurus had already controlled the Josephina funds’ interest before the listing.
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