By Brazil Stock Guide — A São Paulo court has found that former Itaú Unibanco Chief Financial Officer Alexsandro Broedel Lopes received a share of payments made by the bank to professor and consultant Eliseu Martins while Broedel was involved in hiring decisions and approving those same payments, amounting to a conflict of interest and the receipt of an unauthorized personal benefit.
In a trial-court ruling, Judge André Salomon Tudisco of São Paulo’s 1st Business and Arbitration Disputes Court ordered Broedel and Broedel Consultores Associados to jointly and severally repay R$2.83 million to Itaú, plus inflation adjustments and interest. The ruling also voided shareholder resolutions approving Broedel’s accounts for the 2022 and 2023 fiscal years.
The finding goes to the heart of Itaú’s allegations against its former executive: the existence of an economic arrangement under which roughly 40% of the payments made to a consultancy linked to Eliseu ultimately flowed back to Broedel.
According to the ruling, financial records showed that, within days of payments by Itaú to Care Consultores, amounts equivalent to approximately 40% were transferred to Broedel, either directly or through other companies.
The judge also noted that most payments to Care were approved either by Broedel himself or by employees reporting to the finance division he headed.
For the court, the issue was not Broedel’s personal or academic relationship with Eliseu. It was the combination of decision-making authority inside the bank and a direct private financial interest in the transactions.
“The conflict of interest does not arise simply from friendship.”
The ruling said the conflict arose specifically because Broedel participated in hiring and payment approvals while, at the same time, holding a direct economic interest in the proceeds of those same transactions.
Judge says Broedel directly benefited from the contracts
The decision goes beyond merely acknowledging that money was transferred. The judge found that Broedel directly benefited from the contracts, receiving funds transferred by Eliseu as part of the economic arrangement between the two men.
According to the ruling, there was no authorization under Itaú’s bylaws or from shareholders allowing the then-CFO to receive those amounts.
The court based its finding on Article 154 of Brazil’s Corporations Law, which prohibits company directors and officers from receiving, without corporate authorization, direct or indirect personal benefits from third parties because of their position.
The judge also held that Itaú did not need to prove a separate financial loss in order to recover the money. The repayment obligation stemmed from the receipt of the unauthorized benefit itself.
Broedel Consultores was not held liable merely because Broedel and Eliseu were associated with the firm. According to the ruling, the company played an active role in the flow of funds and received money connected to transactions carried out under a conflict of interest. The court therefore held it jointly and severally liable for repayment.
Shareholder approvals of Broedel’s accounts voided
The ruling also carries a significant corporate-governance consequence for Itaú. The judge voided resolutions adopted at shareholder meetings in 2023 and 2024 that had approved Broedel’s accounts for the 2022 and 2023 fiscal years.
According to Tudisco, shareholders approved those accounts without knowing about Broedel’s economic interest in the payments to Eliseu’s consultancy, his involvement in the hiring and approval process, and his receipt of funds stemming from those transactions.
The judge concluded that the omission compromised the shareholders’ ability to make a properly informed decision.
The court also rejected one of the defense’s key arguments: that Itaú could have known about the relationship between Broedel and Eliseu because public records showed that the two were associated with the same companies.
The judge distinguished between the existence of a publicly known relationship and the economic arrangement under which payments were split roughly 40% to Broedel and 60% to Eliseu.
Under the ruling, it was Broedel’s responsibility as an officer to disclose the nature and extent of his financial interest in the transactions. The bank could not be expected to investigate facts that the executive himself had a duty to disclose.
Part of Itaú’s claim was excluded
Itaú had sought repayment of R$3.35 million, but the court awarded R$2.83 million. The difference stems from the judge’s interpretation of the legal effect of the shareholder approval of the company’s 2021 accounts.
The ruling acknowledges that Itaú paid R$1.3 million to Care Consultores that year and that 40% of that amount was among the funds the bank alleged had been improperly passed on to Broedel.
The judge, however, found that Itaú had missed the statutory deadline to challenge the April 2022 shareholder resolution approving those accounts.
Based on his interpretation of Brazil’s Corporations Law and a precedent from the Superior Court of Justice, the judge concluded that the unchallenged approval of the accounts also barred Itaú from recovering that portion of the transfers. In practical terms, about R$520,000 was excluded from the judgment. That legal interpretation could become one of the issues debated in any appeal.
Itaú loses separate claim over missing opinions
The same ruling addressed a second lawsuit involving R$6.645 million in payments for services that Itaú argued had not been shown to have been performed.
The bank said it had commissioned and paid for 40 technical opinions between 2019 and 2024, totaling R$13.255 million, but was able to locate only 20 of them.
Eliseu acknowledged that four opinions associated with a R$1.5 million invoice had not been issued. Another 16 disputed services remained at issue.
On that part of the case, however, the judge sided with Broedel.
The court found that Eliseu’s work for the bank was not necessarily limited to written opinions and could also have included meetings, oral advice, consulting and technical discussions.
As a result, the judge said the absence of a written opinion from Itaú’s files was not, by itself, enough to establish that no service had been provided.
The most controversial aspect of that part of the ruling concerns the burden of proof.
Tudisco held that Itaú had the burden of proving that the services had not been performed and that the bank had suffered a corresponding loss. Because the bank was unable to identify what had not been delivered under each of the 16 disputed engagements, the damages claim was dismissed.
That conclusion creates a notable contrast within the ruling.
In addressing the conflict-of-interest claim, the judge said Itaú could not be expected to investigate facts that Broedel himself had a duty to disclose. Yet in the dispute over the missing opinions, the court placed the burden on the bank to produce evidence showing that consulting work or oral advice had not occurred.
A defeat on the central corporate-governance issue
Despite Itaú’s loss on the second claim, the ruling represents a significant defeat for Broedel on the central corporate-governance issue in the case.
The court found that Itaú’s former CFO participated in decisions involving payments to Eliseu while simultaneously receiving a portion of those funds, characterized the arrangement as a conflict of interest and an unauthorized personal benefit, ordered the money repaid and voided two years of shareholder approvals of his accounts.
The court also rejected Broedel’s counterclaims, which sought, among other things, damages and payments related to variable compensation.
Broedel was contacted by Brazil Stock Guide for comment on the ruling but had not responded by the time of publication. This story will be updated if he comments.
The ruling is at the trial-court level and can be appealed.
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