New CVM chief set to revisit Banco Master case

During Lobo’s stint as interim president in 2025, he made decisions that benefited these parties, all of whom were targets of cases at the regulator. His actions surprised CVM staff and corporate lawyers because of their controversial nature.

Once confirmed in the role—pending a confirmation hearing by the Senate’s Economic Affairs Committee (CAE), which has yet to be scheduled—Lobo will have to deal with an ongoing enforcement case at the CVM against Banco Master and Vorcaro.

Opened in 2020, the case includes 17 other defendants and examines alleged irregularities involving coordinated transactions to manipulate prices and liquidity of units in the Brazil Realty real estate investment fund (FII) in 2018 and 2019.

The case gained prominence last year after sitting at the CVM board level for nearly three years amid disagreements over the size of a proposed settlement to close the matter. Since 2024, the board has held five meetings on the case, marked by requests for additional review and withdrawals from the agenda.

Five defendants, including Banco Master and Vorcaro, initially proposed paying R$8.7 million. After the offer was rejected, they raised it to R$21.3 million. The Federal Prosecutor’s Office at the CVM (PFE-CVM), however, indicated that any settlement would require full restitution of the estimated R$100 million in losses.

Settlement agreements are a mechanism to end charges and are part of the enforcement process at the CVM. Proposals are typically reviewed by three bodies: the PFE-CVM, the Settlement Committee, and the CVM board, the regulator’s highest decision-making authority.

For corporate governance specialist Renato Chaves, a former member of pension fund Previ’s audit committee, the use of settlements has drifted from its original purpose. He said the mechanism was designed for minor violations and individuals with no prior record of misconduct. “Settlement agreements are now used for everything. Their widespread use makes the market see the regulator as weak,” he said.

Lobo served as rapporteur on the Banco Master case and requested additional time to review it. When the case returned to the agenda, his stance was poorly received internally, as he did not cast a vote, even though rapporteurs typically lead the decision. At the same board meeting, then-president João Pedro Nascimento, who resigned in July 2025 citing personal reasons, and director Marina Copola voted to reject the settlement. Director João Accioly requested additional review.

In December last year, the CVM board unanimously rejected the defendants’ proposal, but only after Brazil’s Central Bank had placed Banco Master into liquidation. The delay stemmed from two review requests, one from Lobo and another from Accioly, which together lasted nearly a year. Under the CVM’s internal rules, cases must be brought back within 60 days after a review request, a deadline that was not met.

Corporate lawyers interviewed by Valor said such handling increases legal uncertainty, as it raises the risk of statutes of limitations expiring, potentially benefiting defendants. With the settlement now rejected, the case will proceed to judgment, though no date has been set. The case is not expected to return to Lobo’s docket, as he will take over cases previously assigned to the former president.

The CVM board has five seats. Currently, two are held by sitting directors—Accioly and Copola—and two by appointees: Lobo and lawyer Igor Muniz, whose nominations were published in Brazil’s Official Gazette last Wednesday (7). One seat remains vacant and will be filled by a new appointee, who is expected to become rapporteur for the Banco Master case.

The CVM has previously investigated other cases involving Banco Master. One probe into Master Corretora, a brokerage controlled by Vorcaro, was closed in 2020 after a R$2.3 million payment. The brokerage was accused of raising R$49 million through the sale of debentures issued by two companies, supposedly to finance real estate projects.

Investigators found that the funds were instead invested in vehicles linked to Vorcaro and his partners, with no returns to investors. That case involved Vorcaro, his brokerage, and seven other defendants.

Other investigations involving Banco Master are still under way at the CVM under confidentiality and could eventually become formal cases.

Another case indirectly tied to Banco Master involves Ambipar. The connection emerged after the CVM investigated an alleged coordinated operation between Banco Master, businessmen Nelson Tanure and Tércio Borlenghi Jr., Ambipar’s founder, that reportedly drove the company’s share price up by about 800% between June and August 2024.

In that operation, funds managed by Trustee DTVM—identified by the regulator as part of Banco Master’s economic group and linked to Tanure—allegedly bought large volumes of Ambipar shares to increase their stake. According to the CVM’s technical staff, the shares were used as collateral for Tanure’s R$1.04 billion acquisition of state-owned utility Emae.

Technical reports cited by the CVM said Banco Master benefited from the surge in Ambipar’s share price, which helped boost the bank’s equity from R$2.3 billion to R$4.7 billion.

The Ambipar operation led the CVM’s technical staff to open an investigation and, in March 2025, to order a mandatory tender offer (OPA) by the controlling shareholders. The measure is meant to protect minority shareholders from abuse by controlling owners. In June last year, while Nascimento was still CVM president, he endorsed the technical staff’s view requiring the tender offer, a position backed by Copola.

Lobo requested additional review and, when the matter returned to the agenda in July after Nascimento’s resignation, voted against the tender offer, along with Accioly. With the vote tied 2–2, Lobo invoked procedural rules to cast the deciding vote as interim president, breaking the tie in Ambipar’s favor and exempting its controlling shareholders from making the offer. Until then, the understanding was that Nascimento’s vote could not be “replaced,” which would have limited Lobo to voting only as a director.

Lobo’s handling of the case drew criticism and marked his time at the regulator. He joined the CVM as a director in January 2022, appointed by former President Jair Bolsonaro, completed his term in 2025, and assumed the presidency on an interim basis after Nascimento’s departure. He left the post on December 31, only to reappear seven days later in the Official Gazette as the nominee for the top job, which he will hold until July 2027 if confirmed.

After the controversial decision on the tender offer, Ambipar remains under investigation. Two CVM departments are conducting inquiries that could lead to enforcement actions. Last year, the company entered bankruptcy protection and saw its shares plunge more than 97% over 12 months.