Share sales by Americanas directors soared at the end of 2022

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As part of an investigation by the CVM (Securities and Exchange Commission), sales of shares by directors of Americanas intensified in the second half of 2022, showing a different behavior than that seen in previous months.

During this period, company executives sold 14.1 million shares, almost five times the amount traded between May 2019 and June 2022, according to company data compiled by the Insiders Radar Tool, from the Quantzed Platform.

These operations yielded BRL 244.3 million in shares, in amounts adjusted for inflation, a 55% increase in relation to all operations registered between May 2019 and June 2022, even though the value of the shares has fallen over the course of the year. period.

Contacted by the report, Americanas did not comment on the matter until the publication of this text.

The concentration of operations at the end of 2022 is used by the market to reinforce suspicions that the company’s command was aware of the financial situation that led to the request for judicial recovery on the 19th.

Quantzed’s founding partner, Pedro Menin, points out that this type of operation is common in companies that use shares as part of their executives’ variable remuneration policy.

In September, the company’s board of directors was formed by Miguel Gutierrez (CEO), Marcio Meirelles, Ana Saicali and Thimóteo Barros. Gutierrez left the company at the turn of the year.

The negotiations are informed by the companies themselves to the CVM in a document called a consolidated position form — which does not indicate, however, which directors went to the market to sell shares.

“The problem is that, last year, in a short window, precisely at a time when the board was announcing the [ex-presidente] Sergio Rial and some other measures that raised the quotation, it was discovered that they were selling [elevados volumes]”, says Menin.

“This is strange and needs to be investigated,” he continues. “Did they sell because they considered that they fulfilled their mission in the company or did they sell because the business would become public and they understood that there was nowhere else to go?”

Last week, the CVM turned into an investigation an administrative process that investigates the possible use of privileged information in these negotiations. This means that the first findings warrant further investigation.

“The signs are very strong”, says the president of Abradin (Brazilian Association of Investors), Aurélio Valporto. He reinforces that Rial, who announced the “accounting inconsistencies” in the company, was nominated in August.

He took office at the turn of the year and said he became aware of the company’s situation after conversations with remaining executives shortly after arriving at the company. On the 11th, he announced the inconsistencies that started the crisis.

Valporto says that the CVM should look not only at the negotiations disclosed by the company, but also investigate short sale operations of the company’s shares by investment funds in the months that preceded the announcement of the crisis.

“The CVM has to do the work it did at OGX”, he says, citing the oil company founded by Eike Batista, who was sentenced to 11 years in prison for using privileged information in the sale of company shares before announcing the failure in exploration. oil.

Founder of Miguel Neto Advogados and a specialist in corporate governance, lawyer José Antônio Miguel Neto considers that investigations into the use of privileged information are difficult and depend on the production of a lot of evidence.

“It’s not an easy crime to prove,” he says. “That’s why the number of convictions is very low. Not only here in Brazil, abroad as well.”

Without citing the case of Americanas specifically, he points out that a series of restrictions on the sale of shares by executives may justify the concentration of operations in certain periods.

Among them are, for example, limitations imposed by the companies’ remuneration policy, which can define ceilings for the sale of shares in the first years after the assignment of the shares. In general, he says, there are more operations in the maturities of these more restrictive periods.

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