By Brazil Stock Guide – A group of minority investors in Oncoclínicas do Brasil Serviços Médicos S.A. (B3: ONCO3) has filed a petition in a U.S. federal court in New York seeking to subpoena the Goldman Sachs Group Inc. for information about its role in the company’s 2021 initial public offering, according to a Bloomberg Línea report.
The shareholders claim the IPO prospectus misrepresented the company’s ownership structure by failing to disclose the true economic participation of Centaurus Capital LP, which allegedly held its stake through offshore vehicles. If confirmed, such participation could have triggered a mandatory public tender offer (OPA) under Brazilian law, which requires any investor surpassing 15% of a listed company’s shares to launch a takeover bid.
Dispute over transparency and control
At the heart of the complaint is whether Goldman Sachs, listed in the IPO documents as holding 94% of Oncoclínicas’s stock at the time, acted purely as an underwriter or whether its position masked Centaurus’s control through the Josephina FIP Multiestratégias vehicle. Following the offering, that fund emerged as a direct shareholder with 15.79% and later 31.83% of the company — well above the poison pill threshold.
The investors argue that this structure violated principles of market transparency and corporate governance, and that global underwriters have a responsibility to ensure full disclosure of beneficial ownership. Goldman Sachs and Centaurus deny any wrongdoing, maintaining that Centaurus’s interest existed indirectly before the IPO and therefore did not require a tender offer. Even so, the case highlights growing scrutiny of offshore ownership structures and the blurred lines of effective control in Brazilian listings.
Parallel front in Brazil
While the New York petition moves forward, a related dispute is unfolding in São Paulo. Two funds managed by Latache Gestão de Recursos — ARCL II and Nova Almeida — have filed a lawsuit in Brazil’s 1st Corporate and Arbitration-Related Court, demanding the production of documents from Oncoclínicas and investment vehicles tied to Centaurus.
The case, now before the 2nd Corporate Chamber of the São Paulo Court of Justice (TJ-SP) under Justice Sérgio Shimura, seeks evidence that Centaurus exceeded the 15% limit set by Oncoclínicas’s bylaws without launching a takeover bid. Latache argues that the matter is a landmark test for corporate governance enforcement and the boundaries between arbitration and judicial oversight in Brazil’s capital markets.
What’s at stake
Together, the New York and São Paulo cases form a coordinated effort to push for transparency and shareholder-rights enforcement across jurisdictions. If the allegations are upheld, Centaurus could be required to make a full tender offer for Oncoclínicas — a move that, according to Brazil’s Association of Investment, Credit and Consumption (Abraicc), might raise the company’s implied valuation up to eight times its current market price.
Beyond financial implications, the twin lawsuits underscore how minority investors are increasingly using cross-border legal tools to challenge opaque governance structures and test the accountability of global banks in Brazilian equity offerings.
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