Brazil prepares digital receivables system for major companies

New tool could reshape payments between large companies and suppliers, expanding access to receivables financing

A group of large companies from different sectors, including Petrobras and Stellantis, is expected to soon begin using so-called book-entry trade receivables, the digital version of Brazil’s traditional “duplicatas” used to formalize credit sales and services. The start of the supervised production phase—the final step before the instrument is fully implemented—is expected in the first days of July, on a date still subject to confirmation by Brazil’s Central Bank.

The monetary authority will hold an event on the topic on Tuesday (30), when it is expected to announce the start date for supervised production, a phase that will still be optional for companies. Authorizations have already been granted to registrars Cerc, B3, and Núclea, which will begin operating the receivables system, initially with a limited number of transactions. Other companies, such as SPC Grafeno and Quick Soft, are in testing cycles to also join the supervised production phase.

Digital trade receivables are estimated to move more than R$11 trillion a year, involving around 1.5 million issuing companies and more than 18,000 large debtor companies, according to a survey released this month by Núclea.

The new instrument is designed to make transactions safer and give suppliers more autonomy to advance receivables, encouraging a broader supply of credit. In practice, the change could alter the payment dynamics between large companies and their suppliers. At first, only some transactions will be carried out within the new system. Initial participants will include debtor companies and at least one supplier.

System integration

Fernando Fontes, CEO of Cerc, a Brazilian receivables registrar, said the start of supervised production also marks progress in interoperability between systems—the ability of different platforms to communicate and exchange data in a standardized way, a central feature of digital trade receivables.

“This will be a gradual movement, and I hope this transition period is put to good use,” Fontes said. He said it would be a problem if all companies left integration until the last minute. Once the Central Bank sets a date for mandatory adoption, corporate engagement is expected to increase, he added.

Although supervised production is not mandatory, some companies believe the period will help them learn and make operational adjustments. The adoption of the new receivables format in Brazil will be phased in. During the first six months of this stage, companies will need to enter the system in pairs: the drawer, or supplier, and the drawee, or debtor company. After that period, when dynamic payment slips become operational, this pairing will no longer be required. Twelve months after supervised production begins, large companies will have to use the tool.

Six months later, medium-sized companies will be required to join, followed by small companies another six months after that. The expectation, however, is that once large companies adopt the system, all businesses connected to their supply chains will be pulled in.

Banks and companies

Roberta Fortunato, superintendent for trade receivables at B3, said banks are among the first players to show interest in the supervised production phase. A financial institution is expected to bring in a debtor client, which in turn involves a supplier. According to Fortunato, the first wave should come from large banks, followed by midsize lenders. “What we have observed throughout 2026 is that large companies are moving to be effectively prepared for next year,” she said.

Fortunato said the trend is for a cascading effect along the supply chain, as suppliers tend to be incorporated once a large company starts using the system.

At Núclea, Rafael Dal Mas, superintendent for new business, said some clients, including banks and companies, are already on standby awaiting the new phase. “We expect few to start, not least because this is a pilot phase,” Dal Mas said. “The idea is to test the environment and real situations.”

Roberta Ferraz, partner and new-business director at Monkey, a receivables-advance platform, said eight companies are interested in using digital trade receivables from the very start of the supervised production phase. “The advantage of joining before it becomes mandatory is that all parties can face the least possible impact,” Ferraz said.

Petrobras model

Petrobras hired a consortium that includes Cerc and Liber in 2024 to use the model, considering both the complexity of the process and the possibility of financing clients without affecting cash flow.

The company said it sought to move early because of its significant revenue volume and the complexity of its billing structure. “[The new solution] should increase security, transparency, and control over receivables transactions, strengthening the credit market,” Petrobras said.

Today, larger companies usually organize payments according to their own schedules and negotiate deadlines based on their bargaining power. With the new instrument, that dynamic could change, since a supplier will be able to issue an invoice and, at the same time, create a registered receivable and negotiate it in the market.

Even companies that only pay bank payment slips—and in theory would not face major changes—will see their daily routines affected, since they will need to adapt purchasing processes and validation procedures for receivables registered in their names.

Payment rules

Under the rules, companies will have 10 days to respond, either accepting or rejecting the receivable. Once accepted, the supplier will be able to sell it to advance payment. Later on, this will mean that the company making the payment will deposit the money with a third party, rather than with the supplier already registered in its system.

The adoption of digital trade receivables comes eight years after the instrument was created by law. The regulatory process and publication of the rules went through several stages, with rules issued in May 2020 and supplemented in August 2023. The long gap between the creation of the instrument and its debut is explained by several factors, including the pandemic, but also by greater caution to avoid repeating problems faced when credit-card receivables were adopted.

* By Fernanda Guimarães and Rita Azevedo — São Paulo
Source: Valor International
https://valorinternational.globo.com/
/by

Farmers delay fertilizer purchases as debt relief talks drag on

Slower buying raises concerns over input supply, credit access and the size of Brazil’s next grain harvest

 

 

The wait for potential government measures to support indebted farmers has led many producers to postpone purchases of some inputs for the 2026/27 crop, weighing on business for resellers and manufacturers. The uncertainty has deepened delays in fertilizer buying, which is running 10 percentage points below the average pace seen in recent years.

Rising defaults in rural areas, persistently high interest rates and delayed input purchases are raising doubts about the outcome of the next crop season, which could also feel the effects of El Niño. The issue has already triggered concern within the federal government.

Jeferson Souza, a market analyst at Agrinvest, said soybean farmers had bought 68% of the fertilizer volume expected for the next crop as of the first half of June. That percentage already factors in an estimated reduction of about 10 percentage points in demand for these inputs in 2026/27. The five-year average for this point in the season is 75%. For corn, which is planted after soybeans, the delay in fertilizer purchases is even larger, at 13 percentage points.

According to Veeries’ fertilizer sales index—which covers soybeans, summer corn, second-crop corn, cotton, sugarcane, wheat and coffee—farmers had purchased only 50% of the total fertilizer volume expected for 2026/27 by the first half of June. The average for the past three years, as well as the pace at the same point in 2025, is 60%.

Prices and debt

The main reason for the delays is the increase in fertilizer prices, said Bruno Fardim Christo, Veeries’ grains and fertilizers specialist. Sales of seeds and crop protection products are in line with the average, he said.

Experts say expectations over debt renegotiation in Congress have become a new factor behind the delays in input purchases, particularly fertilizers. They note, however, that the industry was already under pressure from the effects of the wars in Iran and Ukraine, which have made these inputs more expensive, as well as from high interest rates and lower farmer profitability.

“There is indeed a correlation. Debt and farmers’ financial situation have, in a way, an influence [on the delays]. The cause is multifaceted,” said Bernardo Silva, executive director of the National Union of the Fertilizer Raw Materials Industry (Sinprifert).

Other industry executives say that, as buying decisions are pushed back, some fertilizer shipments may not arrive at farms in time for the next summer crop planting. Similar complications have already hit the agricultural machinery industry, where sales fell 18% from January to April. Manufacturers expect to end the year with revenue 8% lower than in 2025.

Crop risk

With fertilizer use expected to decline, credit access becoming more difficult and concerns growing over weather conditions because of El Niño, the market has started to price in a possible reduction in the next grain harvest. “There are several reasons to say we may have smaller crops ahead,” one industry executive said.

That outlook is also under review at the Ministry of Agriculture. The ministry created a committee, which met for the first time last week, to discuss scenarios for the impact of climate problems on production. There are no forecasts yet, but the greatest concern is the lack of resources to subsidize rural insurance, as well as the absence of a guarantee fund that would allow farmers to obtain new financing.

In private conversations with financial-sector executives, farmers have already reported plans to reduce planted area and prioritize work in consolidated, lower-risk fields where margins may be positive. “Farmers in difficulty will have less capacity to operate because of a lack of credit and other factors. A smaller crop is likely,” a bank director said.

Reseller pressure

CropLife Brasil, which represents seed, crop protection, bioinput and biotechnology companies, said the market is facing a cyclical problem that is disrupting business with farmers. There is no “contraction” in the market, according to executive manager Renato Gomides, but delays in product sales are evident.

Last week, Eduardo Monteiro, the executive who heads Brazilian operations at fertilizer U.S. multinational Mosaic, said expectations surrounding the debt renegotiation bill have stalled talks and are affecting resellers in particular. The situation has deteriorated since April, he told journalists at an event in São Paulo.

Andav, the National Association of Agricultural and Veterinary Input Distributors, did not respond to requests for comment.

*By Rafael Walendorff and Danton Boatini Júnior — Brasília and São Paulo

Source: Valor International

https://valorinternational.globo.com/

/by

SpaceX IPO fuels BDR trading boom in Brazil

B3 stock exchange plans same-day depositary receipts for future U.S. tech listings, including OpenAI and Anthropic

 

 

Elon Musk’s SpaceX initial public offering became a worldwide sensation. The record IPO, which raised $86 billion, drew the attention of millions of investors, including in Brazil. On the first day of trading, when the stock jumped 19%, local investors were able to buy a fraction of the Nasdaq-listed shares through the Brazilian stock exchange.

B3 offered direct access through securities linked to shares traded abroad, known as BDRs, or Brazilian Depositary Receipts. To make the product more accessible to retail investors, the exchange structured SpaceX’s BDR so that five receipts corresponded to one share — meaning each BDR represented one-fifth of a share in Musk’s rocket company, whose stock would cost nearly R$700 after currency conversion. It was the first time B3 launched a BDR on the same day a company debuted on a foreign exchange.

The results were immediate. Trading volume reached R$145 million on the first day, climbed to R$216 million the next, and hit R$397 million on the third day. To put that in perspective, the BDR ranked 34th among the most traded assets on B3, including all products and stocks.

The same model is expected to be used for other mega-deals still in the pipeline in the U.S., especially those likely to become market hype, even though current volatility in the technology sector could push some offerings into next year. The IPOs of OpenAI and Anthropic, for example, are also expected to have BDRs trading on B3 on their debut day, said Luiz Masagão, B3’s vice president for products and clients.

“This is an evolution of the business, offering simpler access to individuals who want to invest abroad,” Masagão said. He noted that investing through BDRs can also be cheaper from a tax standpoint, since buying the security locally avoids the Financial Transactions Tax (IOF) charged on international transfers.

Retail access

Created in 2006 to allow local investors to buy shares of global companies through Brazil’s own exchange, BDRs only gained real traction in 2020, when a regulatory change opened the product to retail investors. Until then, only qualified investors were allowed to buy them. Today, 818 BDRs are listed on B3, up from 608 in 2020.

The stock of BDRs rose to R$50 billion last year from R$16 billion in 2020. According to the latest available data, 954,000 investors hold BDRs in their portfolios. That figure was twice as high in 2022, but has declined since then as risk aversion increased amid Brazil’s high-interest-rate environment.

Beyond global companies, BDRs have also given investors access to Brazilian companies that chose to go public abroad, such as investment platform XP, or migrated their listings overseas, as lender Banco Inter and, more recently, meatpacking giant JBS did. In those cases, investors who wanted to remain shareholders had to accept BDRs.

XP, Inter, and JBS were among the five most traded BDRs on B3 last year. Nvidia, whose market capitalization has soared amid the race for chips, ranked first. Tesla, Musk’s electric-vehicle maker, came second.

Another segment of the market is made up of BDRs linked to global exchange-traded funds (ETFs). There are now 300 listed in Brazil, held by 57,100 investors.

New markets

According to Masagão, B3 will continue launching BDRs, not only for U.S. and European assets but also with an eye on other regions. He said the exchange is in talks with the Securities and Exchange Commission of Brazil (CVM) to gain flexibility for the launch of certain BDRs. The discussions involve technical issues, he said, aimed at adjusting market features so the assets can be listed locally.

In the beginning, foreign companies had to be interested in having their BDRs listed in Brazil, which limited the number of available assets. Since 2010, however, unsponsored BDRs have existed and have become the most common format, as they can be issued by a depositary institution without the foreign company’s involvement.

To provide liquidity, the securities rely on market makers — financial institutions hired to ensure buy and sell offers and accurate prices on trading screens.

Investor demand

At research firm Eleven Financial, specific reports on BDRs began being produced for clients a year ago, reflecting stronger demand. Fernando Siqueira, head of research at Eleven, said demand has grown in recent years in line with major market events.

During the strong rally in U.S. stock markets, the BDR tied to the S&P 500 ETF attracted investors in Brazil. Now, he said, the SpaceX IPO has similar potential. “Information is easier to obtain today, and that has helped,” Siqueira said.

Ágora has also seen rising demand from investors, a trend that has accelerated with the performance of overseas assets in recent years and growing interest in artificial intelligence companies, said Ricardo França, head of research for individual investors at the brokerage. “BDRs are an interesting way to achieve regional diversification more practically, without investors having to move money out of Brazil,” França said.

*By Fernanda Guimarães — São Paulo

Source: Valor International

https://valorinternational.globo.com/

/by

Oil prices boost Brazil’s tax revenue

Dividend withholding tax collections remain far below government target

 

 

 

Revenue from Brazil’s export tax on crude oil appeared for the first time in the federal government’s May tax collection figures after the levy was introduced in March. The tax generated R$1.05 billion in federal revenue last month, according to data released on Thursday (25) by the Federal Revenue Service.

Claudemir Malaquias, head of the Revenue Service’s Center for Tax and Customs Studies, explained that the export tax is collected 60 days after crude oil shipments are loaded. As a result, the first payments began to be recorded only in mid-May. According to BTG economist Fábio Serrano, revenue from the tax is expected to reach about R$3 billion per month going forward.

The federal government temporarily reinstated the crude oil export tax at a 12% rate to offset diesel fuel subsidies.

According to tax authorities, higher oil prices also supported May’s revenue by boosting royalty collections. Own-source revenue from other federal agencies—a category that includes royalty transfers—totaled R$10.477 billion in the month, up 56.28% in real terms from May 2025.

Overall, federal tax revenue reached R$266.79 billion in May 2026, an inflation-adjusted increase of 10.69% compared with the same month a year earlier. In the first five months of the year, collections totaled R$1.32 trillion, up 6.42% in real terms.

Revenue administered directly by the Revenue Service rose 9.39% in real terms in May to R$256.31 billion. Adjusted for inflation, May’s total represented the highest amount ever recorded for the month since the series began in 1995.

The Federal Revenue Service also reported that withholding income tax on dividend payments has generated only R$1.5 billion in revenue so far this year.

For 2026, however, the government expects to raise about R$30 billion through its minimum tax on high-income individuals. Of that amount, R$23.76 billion is expected to come from the taxation of dividend distributions and R$6.18 billion from income earned abroad.

The measure was designed to offset the revenue loss resulting from expanding the personal income tax exemption threshold to monthly incomes of up to R$5,000 and granting a partial tax credit for taxpayers earning up to R$7,350 per month. According to government estimates, the personal income tax relief will reduce revenue by R$28 billion.

However, revenue from dividend taxation is not collected evenly throughout the year. Unlike the personal income tax relief, whose effects appear monthly through payroll withholding, receipts from dividend taxation depend on companies’ profit distribution schedules, which can cause fluctuations in revenue over the course of the year.

The final settlement of the minimum tax will take place only in the following year’s annual tax return. During the year, the minimum tax applies only to dividend distributions.

Meanwhile, according to the Federal Revenue Service, revenue from the Tax on Financial Transactions (IOF) was once again among the strongest contributors to federal tax collections.

IOF revenue rose 31.11% in May from the same month of 2025, totaling R$8.157 billion. The increase reflects the higher tax rates introduced by the Lula administration last year to boost revenue and support fiscal results in both 2025 and 2026.

In the year through May, IOF revenue has increased 38.77% from the same period last year, reaching R$41.82 billion.

*By Giordanna Neves — Brasília

Source: Valor international

https://valorinternational.globo.com/

/by

Central Bank discussed future pause in rate cuts, Galípolo says

Monetary Policy Committee rejected a pause last week, but considered scenarios in which it could interrupt and later resume the easing cycle

 

 

Brazil’s Central Bank Monetary Policy Committee (Copom) discussed last week the possibility of pausing the interest-rate easing cycle at future meetings and then resuming it later.

Central Bank Chair Gabriel Galípolo disclosed the discussion on Thursday (25) during a press conference for the release of the Monetary Policy Report, putting on the table for the first time — even if over an uncertain horizon — the prospect of a temporary interruption in the monetary easing cycle that began only three months ago, in March. Galípolo also made a “mea culpa,” acknowledging that the Copom statement contributed to market noise over the future path of the benchmark interest rate.

Last week, Galípolo said, Copom ruled out a pause and lowered the Selic by 25 basis points, to 14.25%. After that, the committee moved into a “prospective” discussion about the course of monetary policy. “There are scenarios we began to discuss prospectively, involving pauses at different points and resumptions at different points,” he said.

According to the Central Bank chair, that possibility is reflected in the Copom minutes released on Tuesday, when the committee said it had opted for Selic paths that were “less divergent” from those projected by the market.

Even so, Galípolo and interim Economic Policy Director Paulo Picchetti avoided giving a firmer signal on the next steps for monetary policy. Picchetti, who is also director of International Affairs and Corporate Risk Management, defended the need to preserve “degrees of freedom” and said the calibration of the Selic will be adjusted as the scenario evolves.

Asked about criticism from financial markets, Galípolo said that in periods of greater uncertainty it is normal for investors to seek “guidance” on future policy. But he added that “no central bank is adopting that policy in the world, and the literature does not recommend it.”

“There is, in this type of criticism, this confusion between being clearer in the statement and signaling what you are going to do. One thing cannot be confused with the other,” he said.

Communication noise

Galípolo made a “mea culpa,” however, by acknowledging that the statement helped create noise in financial markets last week. He said the lack of clarity came from an “excess” of information, rather than from a lack of transparency. According to him, the minutes sought to clear up those doubts.

One source of noise was the balance of risks for inflation, updated with four factors pointing to upward pressure and three to downward pressure — but without making clear in the statement that the balance was asymmetric to the upside, something that was only spelled out in the minutes.

In the balance of risks, the Central Bank provides a more qualitative assessment of factors that could push inflation above or below its projections. Galípolo denied that the asymmetry requires a “mechanical reaction” from monetary policy.

“We thought the 4-to-3 [in the balance of risks] was kind of obvious, that it was asymmetric. That does not establish any kind of mechanical reaction from a monetary-policy standpoint,” he said. At another point in the press conference, however, the Central Bank chair said the balance can be classified as asymmetric regardless of the “count” of upside or downside risks.

Picchetti said part of the market’s negative reaction to the statement reflected the lack of signaling on the next steps for monetary policy. “The Central Bank sees no present value in giving a signal in a scenario with so much uncertainty,” he said.

He acknowledged that the statement’s unusually long text also made it harder to understand. “The paragraph in the Copom statement sought to summarize discussions, and we knew it would generate a strong reaction simply because it was very different from the usual statement,” he said.

Demand risks

The Central Bank included government measures to stimulate consumption among the risks that could put upward pressure on inflation. Picchetti said the composition of expected GDP growth this year has changed because of the outlook for stronger demand. The monetary authority raised its projection for household consumption in 2026 to 2.1% from 1.4%.

“There are effects from income-tax reduction incentives and from the various measures that are already affecting disposable income, making this increase in household consumption possible,” Picchetti said.

In the Monetary Policy Report, the Central Bank raised to 79% the probability that the benchmark inflation index, the IPCA, will end 2026 above the target ceiling. For 2027, the probability is 28%.

The Central Bank also raised its 12-month inflation forecast through the fourth quarter of 2027 to 3.7% from 3.3%. For 2026, inflation is expected at 5.2%, compared with 3.9% in the previous report, released in March.

*By Hamilton Ferrari and Giordanna Neves, Valor — Brasília

Source: Valor International

https://valorinternational.globo.com/

/by

Judiciário altera ou anula uma em cada cinco sentenças arbitrais que analisa

Nos últimos cinco anos, sentenças arbitrais foram anuladas na íntegra pelos tribunais brasileiros em 14,3% dos acórdãos sobre o tema. Anulações parciais ocorreram em 6,5% dos casos. Além disso, 58,4% das decisões mantiveram expressamente a sentença arbitral e 20,8% não chegaram a entrar no mérito da discussão.

 

 

 

26 de junho de 2026

 

Magnific

Arbitragem

 

 

 

 

 

ConJur mapeou mais de 150 acórdãos sobre anulação de arbitragem nos últimos 5 anos

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Os números foram levantados pela revista eletrônica Consultor Jurídico, com auxílio do advogado e árbitro Gabriel de Britto Silva. Foram identificados 154 acórdãos sobre anulação de arbitragem de 13 de maio de 2021 a 13 de maio de 2026 nos cinco maiores Tribunais de Justiça do país (TJ-SP, TJ-MG, TJ-RJ, TJ-RS e TJ-PR) e no Superior Tribunal de Justiça.

Desse total, 122 efetivamente entraram no mérito da disputa. A sentença arbitral foi mantida em 90 deles. Por outro lado, os tribunais anularam a sentença arbitral integralmente em 22 casos e parcialmente em dez processos.

Lacunas

Não há um padrão entre os fundamentos para as anulações. “Os motivos das anulações são os mais diversos, não concentrando-se em nenhuma temática específica, de modo que não é possível concluir por uma causa predominante de anulação”, diz Britto, do Brito e Lamego Advogados

O motivo mais comum, presente em ao menos nove dos 32 acórdãos (20,8% do total) em que houve anulação (integral ou parcial), é a violação do contraditório, da ampla defesa e/ou do devido processo legal. Isso ocorre de maneiras muito distintas — desde citações irregulares até falta de oportunidade de manifestação das partes.

Outro motivo recorrente, verificado em sete acórdãos, é a extrapolação dos limites da convenção de arbitragem. Isso acontece quando o tribunal arbitral decide sobre tópicos que as partes não haviam concordado em submeter à arbitragem. As nuances variam muito conforme o caso. Nas decisões dos últimos cinco anos, isso gerou principalmente anulações parciais (foi invalidada apenas a parte da sentença arbitral referente ao assunto não previsto no compromisso firmado).

Em seis casos, o Judiciário considerou que a cláusula compromissória era inválida. Essa justificativa é aplicada principalmente quando a corte constata que a relação é de consumo, que o contrato é de adesão e que o consumidor não concordou expressamente em se submeter à arbitragem.

Já falhas no dever de revelação do árbitro — omissões de informações que podem comprometer sua imparcialidade e independência na condução do procedimento — foram motivo de anulação da sentença arbitral em três acórdãos.

Até mesmo a falta de fundamentação da sentença arbitral gerou duas anulações. Os demais motivos apareceram apenas uma vez: desde erro do tribunal arbitral até simulação de arbitragem.

Para o árbitro e advogado Carlos Alberto Vilela Sampaio, essa dispersão nos fundamentos das anulações revela que “não há um ‘ponto fraco’ sistêmico na arbitragem brasileira, mas sim casos pontuais com vícios específicos e variados”.

Posição judicial

Na avaliação de Britto, os percentuais revelados pelo levantamento “são naturais e encontram-se dentro de um patamar plausível”. Ele lembra que a Lei de Arbitragem prevê expressamente as causas de anulação da sentença arbitral e que os casos precisam ser rejulgados pelo tribunal arbitral caso se constate nulidade.

Com base nos dados obtidos, o advogado conclui que “é muito raro não haver reverência à arbitragem, seja no STJ, seja junto aos demais tribunais pátrios”.

Segundo ele, as ações anulatórias muitas vezes são apresentadas como um “temor” para investidores que buscam segurança jurídica quando recorrem à arbitragem. Mas Britto diz que o próprio número de ações anulatórias é reduzido e aponta que são mentirosas as alegações sobre um suposto alto número de anulações.

“Como a evolução e o aperfeiçoamento devem ser contínuos, os árbitros e as câmaras devem, cada vez mais, caminhar no sentido de se evitar, na origem, via combate das causas, a prolação de sentenças anulatórias de procedência”, afirma. “O medo das anulatórias ficou irrecusavelmente para trás.”

Já Ricardo Aprigliano, sócio da área de Resolução de Disputas do Demarest Advogados, observa que “o Judiciário segue sendo claramente favorável à arbitragem”.

O advogado ressalta que não há base estatística a respeito do percentual de tentativas de anulação em relação ao total de sentenças arbitrais. Mas, a partir da proporção de anulações judiciais identificada pelo levantamento da ConJur, ele avalia que as tentativas são excessivas e abusivas.

Por outro lado, Aprigliano constata uma tendência “preocupante” de aumento das tentativas de anulação, “quase sempre como ferramenta dos perdedores para melhorar suas situações e forçar acordos mais vantajosos”.

Na visão de Sampaio, que é diretor-geral e presidente do Conselho Deliberativo da Câmara de Mediação e Arbitragem Especializada (Cames), os dados mostram que “o Judiciário brasileiro tem exercido um controle verdadeiramente residual sobre as sentenças arbitrais, em plena conformidade com o modelo desenhado pela Lei de Arbitragem”.

De acordo com o advogado, “o modelo brasileiro de controle judicial da arbitragem é deliberadamente restritivo”. Assim, uma taxa de anulação de 20,8% em relação ao total de acórdãos (e de 26,2% sobre os que efetivamente entraram no mérito) “é compatível com um sistema que funciona”.

“O controle judicial da arbitragem existe precisamente para os casos em que há vícios procedimentais graves”, pontua. “O fato de que ele é acionado com efetividade em cerca de 26% dos acórdãos que entraram no mérito da ação anulatória demonstra que o mecanismo funciona.”

Portanto, a interpretação de Sampaio é que o Judiciário “respeita a autonomia da arbitragem, intervém quando necessário e resiste às instrumentalizações”. Quem aciona a Justiça buscando anular uma sentença arbitral “enfrenta um ônus probatório elevado”. Para ele, isso reforça a segurança jurídica.

Metodologia

Para chegar nesses dados, a ConJur reuniu todos os acórdãos públicos (mais de 350) desses seis tribunais no período em questão que mencionavam a expressão “sentença arbitral” combinada com termos como “anulação”, “anulatória” e “nulidade”. Decisões do TJ-PR e do TJ-RJ em segredo de Justiça também foram incluídas, já que a consulta de jurisprudência dessas duas cortes permitia a leitura das ementas.

A partir disso, foram desconsiderados todos os acórdãos que não discutiam propriamente a possibilidade de anulação da sentença arbitral. Isto é, foram excluídos acórdãos sobre pedidos de suspensão liminar da decisão arbitral ou que tratavam somente de correção do valor da causa, por exemplo.

Com isso, não sobraram casos do TJ-RJ em segredo de Justiça, enquanto cinco do TJ-PR nessa situação entraram na conta. Ao final, também foi incluído um único acórdão do TJ-SP em segredo de Justiça, identificado por ter sido citado como precedente em outra decisão.

Acórdãos nos quais as cortes rejeitaram embargos de declaração em casos que já estavam na lista (ou seja, julgados no mérito anteriormente, dentro do período analisado) também foram ignorados. Já quando o acórdão principal era anterior a 13 de maio de 2021, o acórdão de rejeição dos embargos foi computado.

O total de 154 acórdãos engloba tanto ações anulatórias de sentença arbitral quanto cumprimentos de sentença arbitral nos quais foi levantada a discussão sobre anulação da decisão do tribunal arbitral.

  • Por José Higídio – repórter da revista Consultor Jurídico.
    Fonte: Conjur
/by

Terceira Turma valida alienação por iniciativa particular que não seguiu o artigo 880 do CPC

A Terceira Turma do Superior Tribunal de Justiça (STJ) decidiu que o desrespeito ao procedimento previsto no artigo 880 do Código de Processo Civil (CPC) não invalida a alienação por iniciativa particular, desde que não tenha havido prejuízo às partes.
26/06/2026

Na origem do caso, uma instituição financeira ajuizou execução de título extrajudicial, e o devedor ofereceu imóveis à penhora. Após o segundo leilão, parte dos bens foi arrematada, mas um imóvel remanescente foi adquirido por meio de alienação por iniciativa particular (venda direta). A venda foi homologada pelo juízo e, na sequência, houve imissão na posse do adquirente.

O ex-proprietário ajuizou ação em que alegou nulidade da venda do imóvel, por ter ocorrido por iniciativa particular logo após o segundo leilão e sem a sua prévia intimação. O Tribunal de Justiça de Santa Catarina (TJSC) julgou a ação improcedente.

No recurso ao STJ, o antigo dono do imóvel sustentou que a venda direta não observou as normas processuais, o que teria comprometido a segurança jurídica e lhe causado perdas e danos, além de lucros cessantes. Argumentou que, se tivesse sido informado da venda direta, teria exercido seu direito de preferência.

Apesar de não cumprir as exigências legais, venda não prejudicou o devedor

A relatora, ministra Nancy Andrighi, reconheceu que não foram cumpridas as exigências previstas no artigo 880 do CPC para a venda direta do bem penhorado, como requerimento do exequente, intimação das partes e fixação das condições da alienação pelo juiz, ainda que posteriormente o banco tenha anuído com a alienação e o magistrado homologado o negócio.

Apesar disso, a ministra destacou que a alienação se deu por valor superior a 50% da avaliação, além de ter sido paga à vista e intermediada por leiloeira experiente.

Segundo a relatora, o prejuízo alegado pelo ex-proprietário se referia à impossibilidade de familiares exercerem o direito de preferência para manter o imóvel na família, diante da ausência de intimação prévia do devedor. Contudo, ela observou que tanto o filho quanto o irmão do devedor tiveram ciência do interesse do terceiro pelo imóvel e se abstiveram de apresentar propostas.

Flexibilidade na alienação por iniciativa particular

Além disso, a ministra enfatizou que a tese de perda da chance de exercer o direito de preferência não foi apresentada na petição inicial nem nas impugnações à arrematação nos autos da execução, tendo surgido apenas no momento da réplica.

Nancy Andrighi ressaltou que, na alienação por iniciativa particular, cabe ao juízo fiscalizar as negociações e verificar o cumprimento dos requisitos legais. Ela acrescentou que “há flexibilidade do juiz para a fixação das condições de alienação por iniciativa particular, que devem ser adequadas às circunstâncias da hipótese e podem ser revisitadas, se necessário”.

Ao manter a validade da venda direta realizada após o segundo leilão, a ministra concluiu que, uma vez homologado o negócio pelo juiz, eventual invalidade depende da demonstração de prejuízo.

Esta notícia refere-se ao(s) processo(s):REsp 2202208

Fonte: STJ

 

/by

CerradinhoBio expands bet on corn ethanol

Investments have made the Goiás sugarcane company Brazil’s third-largest producer of the grain-based biofuel

 

CerradinhoBio’s plant in Maracaju, Mato Grosso do Sul — Foto: Divulgação
CerradinhoBio’s plant in Maracaju, Mato Grosso do Sul — Photo: Divulgação

Founded in 2007 as a sugarcane ethanol distillery in Chapadão do Céu, Goiás, CerradinhoBio has transformed itself in recent years, with corn ethanol now its flagship business. With results growing in recent years largely because of that bet, the company continues to invest in the business and is preparing new capacity expansions for the coming years.

In the last crop year (2025/26), the company posted a 90% increase in net income, to R$372.7 million. Of the company’s net revenue for the crop year, R$4.3 billion, up 16%, half came from corn ethanol sales alone, which rose 19%. The corn ethanol business, including DDG and corn oil, already accounts for 70% of results.

Profit growth last crop year was supported by both the corn ethanol and sugarcane businesses, as CerradinhoBio increased sugar production following capacity investments. In the corn ethanol business, the highlight was gains in operational efficiency, CEO Renato Pretti told Valor.

There was also a sharp increase in revenue from VHP sugar, up 176% to R$898 million, resulting from the investment in expanding the plant in the previous crop year. Even so, CerradinhoBio continues to bet on ethanol—and only from corn.

In early June, the company began operating an expansion of its corn ethanol plant in Chapadão do Céu. After a R$140 million investment in the expansion project, the unit now has the capacity to process 1.2 million tonnes of corn a year, up from 800,000 tonnes previously.

Pretti expects the corn business’s share of results to be even larger this crop year. “In five years, we changed the company’s profile,” he said. With a flex plant in Goiás and a dedicated corn ethanol plant in Maracaju, Mato Grosso do Sul, CerradinhoBio is already the third-largest corn ethanol producer in Brazil, behind Inpasa and FS.

For the CEO, the market trend is that any expansion of ethanol supply in Brazil will come only through corn processing. “Corn ethanol is more competitive. The projects are leaner and more agile, and there is a good regional fit with the new agricultural frontiers,” he said. “A sugarcane greenfield project, by contrast, is expensive; I don’t know whether the numbers work. And it is not as agile,” he said.

CerradinhoBio already has plans for further expansion in the business. The company has another expansion project for the Chapadão do Céu corn ethanol plant close to being confirmed, and it is also beginning to assess a future expansion of its dedicated plant in Maracaju. In that case, however, capital demand is expected to be higher, requiring more caution in an environment where interest rates remain high, he said.

According to the executive, the expansion plans are being carried out with the necessary caution. When CerradinhoBio invested more than R$1 billion in the Maracaju plant, the initiative created an imbalance in its financial metrics. It forced the company, two years ago, to negotiate with banks and holders of Agribusiness Receivables Certificates (CRA) for permission to breach leverage metrics while continuing to meet its payment obligations on time.

That squeeze, however, is behind the company. In the 2025/26 crop year, CerradinhoBio posted EBITDA of R$1.5 billion and net debt of R$2.1 billion. In other words, the company ended the season with leverage of 1.4 times, well below the tight levels seen in the middle of the 2024/25 crop year.

One strategy to keep investing while preserving the capital structure is to seek cheaper financing sources. For the recently completed expansion in Chapadão do Céu, the company used funds from the Brazilian Development Bank (BNDES) Climate Fund.

The company’s expansion into corn ethanol has also meant that CerradinhoBio now needs to turn to alternative biomass sources to generate energy, but the plan is to reverse that. Today, 40% of the energy consumed in production already comes from wood chips. “We have been working on an energy-efficiency project to eliminate the need for alternative biomass,” he said.

By Camila Souza Ramos, Globo Rural — São Paulo

Source: Valor International

https://valorinternational.globo.com/

/by

Brazil’s blue-chip companies slow hiring as cost pressures mount

Ibovespa-listed firms added fewer jobs in 2025 as companies froze hiring, cut staff

Companies that make up the current Ibovespa portfolio—the stock market’s blue-chip names in terms of trading liquidity—employ nearly 1.5 million people in Brazil, but posted a smaller net increase in jobs in 2025 than in 2024. At the same time, the number of companies that froze or eliminated positions increased, a trend specialists view as a way to preserve cash and boost productivity.

A survey conducted by Valor over the past few days analyzed 213 human resources reports from 71 companies currently included in the B3 benchmark index, covering 2023, 2024, and 2025. Petrobras was excluded to avoid distorting the data. The analysis was made possible because the reports were attached to the reference forms that listed companies are required to file with the Securities and Exchange Commission of Brazil (CVM) by May 31, the mandatory deadline for updating corporate information.

Taken together, the 71 companies posted a net gain of 33,700 jobs in 2025, down from 37,600 the previous year, a decline of 10.2%.

In terms of total employment, headcount at the 71 companies grew 2.72% from 2023 to 2024. That pace slowed slightly to 2.38% from 2024 to 2025.

According to economists interviewed by Valor, the findings warrant close attention as they may signal an emerging slowdown in hiring among Brazil’s largest listed companies. “The question is whether this could prove to be a loss of momentum as a result of the high-interest-rate environment. It could also evolve from a cyclical phenomenon into something structural, depending on which sectors are affected. And remember, we are talking about an elite group of companies that are generally more insulated because of their market positions,” said Marcelo Manzano, professor of Brazilian Economics and Social and Labor Economics at the Institute of Economics of the University of Campinas (Unicamp).

Brazil’s largest banks posted the biggest declines in total headcount in 2025, reflecting continued branch closures and internal restructuring amid mounting competition from fintechs and initiatives to streamline processes and reduce staffing.

The figures do not necessarily imply direct layoffs, since the reported numbers reflect net headcount after both hiring and departures. Companies disclose only their total workforce at the end of each reporting period. Still, the data suggest shrinking employment in certain areas against a backdrop of profound changes in workforce utilization across the banking sector.

Among the largest net workforce reductions between 2024 and 2025, the highlights were: Santander (5,725 fewer employees, down 10%), Itaú Unibanco (3,700 fewer, down 3.8%), Bradesco (1,927 fewer, down 2.3%), and Banco do Brasil (1,368 fewer, down 1.6%). Santander, which posted the largest decline, described the changes in its filings under the “material changes” section of its human resources report as an “organizational restructuring.”

Only BTG Pactual expanded its workforce, adding 4,100 employees, a 55% increase, bringing total headcount to 11,700. In its disclosures to the CVM, the bank said it added 369 positions in Brazil as a result of acquisitions and newly incorporated companies, including its takeover of Banco Pan in 2025.

Valor also compared changes in workforce levels over recent years with employee turnover rates, which include both hiring and departures.

Across the sample, both the average and median turnover rates increased even as job growth slowed over the three years. The average turnover rate rose from 17.44% in 2023 to 18.79% in 2024 and reached 20.33% in 2025.

Among companies with relatively high turnover—above 15%, a threshold commonly used in HR literature—and declining workforce levels were Santander, Sabesp, Ambev, Suzano, and Natura. At Sabesp, which has come under scrutiny following infrastructure failures and explosions in São Paulo, headcount fell by more than 1,800 employees between 2024 and 2025, a 17.4% decline, while employee turnover more than tripled, rising from 7.27% to 26%.

Sabesp said in a statement that 3,800 employees joined its voluntary separation program in 2025, while the company hired 2,000 new workers—roughly half the number of departures—and that its strategy combines employee retention with the attraction of new talent. It added that it began 2026 with 9,600 employees, compared with 8,700 at the end of 2025.

At Ambev, headcount declined by 1,011 employees from a workforce of about 25,000 in 2024, while turnover jumped from 10% to 17.67%. Over two years, turnover doubled, and the company’s workforce shrank by nearly 4,200 employees, including 2,900 in Brazil’s Southeast region between 2023 and 2025. The brewer declined to comment.

Pulp producer Suzano reported nearly 4,500 employee departures in 2025, compared with 3,000 in 2024 and about 2,500 in 2023, according to its filings with the CVM.

The company said its turnover rate—calculated using only employee departures—increased from 13.8% in 2024 to nearly 20% in 2025. Total headcount declined by 886 employees between 2024 and 2025, from about 24,000, with reductions across all geographic regions in Brazil and abroad. Departures exceeded the net reduction as the company also hired employees during the period.

Suzano declined to comment directly but said in its filings that intense competition and the “prioritization of initiatives” required workforce reductions, citing “resource reviews and organizational restructuring.” The company also closed a printing and writing paper mill in January, eliminating 90 positions in a declining business segment.

In practice, turnover should not be viewed in isolation. High turnover combined with declining headcount may indicate companies under restructuring or reassessing workforce models, according to labor specialists.

“We are seeing companies of all sizes, including large corporations, frequently reassigning employees internally, often without salary adjustments. Part of that reflects efforts to improve productivity while keeping costs under control. Employees then leave voluntarily, affecting both turnover rates and final headcount,” said Cristina Helena de Mello, professor and researcher at PUC-SP and a governance adviser certified by the Brazilian Institute of Corporate Governance (IBGC).

Conversely, companies with low turnover and shrinking workforces may be experiencing what HR specialists call attrition, leaving positions vacant for extended periods or eliminating them. This pattern is also common in mature or consolidated businesses.

The number of companies fitting that profile increased from one in 2024—energy company Copel—to four in 2025: Banco do Brasil, Copasa, Marcopolo, and Motiva (formerly CCR).

Marcopolo said in its filings that “structural adjustments and changes in production volumes” led to the dismissal of 918 employees in 2025. The company’s net revenue in Brazil fell about 10% from 2024, while domestic production declined 8%.

The bus manufacturer said it continues to align its workforce with operational needs while investing in attracting, developing, and retaining talent.

Motiva attributed its workforce reduction to the closure of two ferry operations in Rio de Janeiro, affecting 852 positions, and the end of its 27-year highway concession for the Castello-Raposo system, resulting in another 607 job cuts. The company said these reductions occurred alongside the largest investment cycle in its history, exceeding R$60 billion, which continues to generate demand for skilled professionals. It hired 405 engineers in 2025 and plans to recruit another 150 in 2026.

In public filings, power utility Copel said it reduced headcount throughout 2023, 2024, and 2025 as part of a “financial cost optimization” strategy and does not immediately replace departing employees. The utility also noted that it has implemented annual voluntary separation programs and prioritizes internal redeployment. Although the company underwent a secondary share offering that privatized part of its capital in 2023, the policy predates that transaction. Water utility Copasa declined to comment, citing its ongoing privatization process.

Despite the challenging macroeconomic backdrop of high interest rates and persistent inflation weighing on household spending, several companies continued to expand their workforces while posting high turnover rates.

These were concentrated in retail, services—including healthcare, telecommunications, and car rentals—and construction. Examples include RD Saúde, Assaí, Fleury, Rede D’Or, MRV, Direcional Engenharia, and Vivo. Workforce expansion at these companies ranged from 1,700 to 9,100 employees between 2024 and 2025, while turnover rates ranged from 19% to 62%, with fashion retailer Renner posting the highest rate. Assaí’s turnover reached 55%, while RD Saúde’s stood at 45%, highlighting the complexity of managing personnel and labor costs.

Retail has historically experienced high employee turnover, serving as an entry point into the labor market for thousands of workers, while offering relatively low wages and making it easier for employees to move into sectors such as ride-hailing and delivery platforms.

At first glance, it may seem contradictory that companies closely tied to domestic demand continue hiring amid slowing consumption. But this partly reflects the rapid digitalization of businesses, as well as increasing personalization and segmentation in service industries. “For many companies, especially in healthcare and services, personalization is a constant demand, and that affects staffing levels,” said Professor Cristina de Mello. For Manzano, of Unicamp, the combination of high turnover and continued hiring in retail illustrates the intense digital competition among major platforms.

Mello added that discussing workforce management has become increasingly sensitive for companies, particularly amid debates over changes to Brazil’s workweek regulations. “Companies are more exposed, and it may reveal vulnerabilities in a more adverse economic environment, with rising operating expenses and higher capital costs,” she said.

The banks covered by the survey—which together eliminated 12,700 jobs between 2024 and 2025—said they are adapting to a changing operating model.

Santander, which accounted for the largest reduction, said customers increasingly demand digital, agile, and personalized solutions, and that the bank is responsibly adapting its processes, distribution channels, and organizational structure.

Itaú Unibanco said the decline in headcount is consistent with normal workforce management at an institution of its size and was spread across several business areas. Bradesco said the figures reflect the natural dynamics of personnel management while the bank continues investing in technology, innovation, and employee training to meet customer needs.

Banco do Brasil said its 1.6% reduction is broadly stable and consistent with normal retirements and employee departures. Its turnover rate, at 2.27%, remained low and stable, reinforcing its ability to retain employees and maintain predictable workforce management. BTG Pactual, which expanded its workforce, declined to comment.

*By Adriana Mattos — São Paulo

Sosurce: Valor International

https://valorinternational.globo.com/

/by

Sale of Bahia mining company nears completion

Acquisition of Bamin by Mota-Engil awaits approval from Brazil’s land transport regulator, sources say

 

 

 

Acquisition is tied to a rebalancing of the concession agreement — Foto: Divulgação
Acquisition is tied to a rebalancing of the concession agreement — Photo: Divulgação

The sale of Bamin (Bahia Mineração) to Portuguese infrastructure group Mota-Engil is in its final stages, according to sources familiar with the matter. The transaction is currently under review by Brazil’s Land Transport Agency (ANTT), which must approve the transfer of control of the West-East Integration Railway (Fiol) concession in Bahia state.

In addition to the ANTT review, the acquisition is tied to a rebalancing of the concession agreement, negotiations that are also underway within the regulatory agency and could later be referred to the consensus chamber of the Federal Court of Accounts (TCU), according to people familiar with the discussions.

For Mota-Engil, a Portuguese company whose major shareholders include China Communications Construction Company (CCCC), the acquisition of Bamin drew interest because it involves not only the railway segment between Ilhéus and Caetité, in Bahia state, but also a port project in Ilhéus and a mining operation in the region, said Manuel Mota, the company’s vice-CEO.

“It is a complex project, but one that encompasses three areas of expertise within the group. The port segment, where we have extensive experience in port construction and operations; the railway segment, where we also have operational expertise; and mining, where we likewise have experience in building and operating mines,” said Mota.

The executive said Mota-Engil is currently the largest Western contractor in the railway sector worldwide. “We have more than 2,000 kilometers of railways under construction in Africa and completed nearly 2,000 kilometers of railways in Latin America over the past five years.”

According to a source, issues under discussion at ANTT include extending the term of the Fiol concession and renegotiating the construction schedule so that completion of the railway would be postponed from 2027 to 2031. The assessment is that such changes would be necessary to make the acquisition viable.

There is also an expectation of additional renegotiations, though those would need to be submitted to the TCU consensus chamber because they would involve deeper contractual changes. Within the current administration, there is a view that the Fiol concession model—auctioned in April 2021 during the administration of former President Jair Bolsonaro—contained structural flaws.

ANTT did not respond to requests for comment.

The concession between Ilhéus and Caetité in Bahia state was awarded to Bamin in 2021, but construction of the segment failed to advance as planned. The company, controlled by Kazakhstan-based Eurasian Resources Group (ERG), blamed the war in Ukraine for the difficulties faced by the group. However, since the auction, the project had already been viewed as financially challenging, and Bamin’s capacity to finance construction had long been questioned within the sector. The company operates a mining project near Caetité and also plans to build a port in Ilhéus.

In recent years, the federal government has sought a solution for the project, which is considered strategically important from a logistics standpoint. The segment is the first stretch of the Fiol railway, which also includes two additional sections: an intermediate segment connecting Caetité to Correntina, also in Bahia state, and another expected to extend the network to Mara Rosa, in Goiás state. The latter section is expected to connect with the North-South Railway and with the Fico railway currently under construction by Vale.

The federal government had at one point pressured Vale to acquire the asset. The mining company studied the acquisition in partnership with Cedro and BNDESPar, the investment arm of Brazil’s National Development Bank (BNDES), but the plan did not move forward.

Bamin did not return requests for comments.

*By Taís Hirata — São Paulo

Source: Valor International

https://valorinternational.globo.com/

/by