In October 2025, the Office of the Comptroller General (CGU) concluded three Administrative Sanctioning Proceedings (PARs) initiated under Law No. 12,846/2013 (Anticorruption Law) to investigate the conduct of four companies: Pacific Américas Assessoria e Seguros Ltda., Bulls Holding Investments Company S/A, RS Investimentos S/A, and Essencial Consultoria Tributária Ltda.

The investigations began due to a complaint sent via Fala BR, the official channel of the Federal Government for reporting irregularities. According to the evidence collected, the companies presented documents without financial backing and with inappropriate guarantees and inconsistent information, in order to qualify  proposals for the acquisition of control of the Association of University Professionals of Brazil (APLUB), a private pension association that was, at the time, under the intervention of the Superintendence of Private Insurance (SUSEP), the Brazilian insurance and private pension regulatory authority.

The CGU determined that the companies, by relying on inappropriate and false documents in support of their proposals to acquire control of APLUB, hindered SUSEP’s oversight activities regarding the assessment of compliance with the legal requirements for assuming control of a financial institution. Therefore, the CGU concluded that the companies engaged in the misconduct of obstruction of supervisory activities of public agencies, as set forth in Article 5, item V, of the Anticorruption Law.

Sanctions imposed

As a result of the PARs, the CGU imposed the following administrative penalties:

  • Pacific Américas Assessoria e Seguros Ltda. – fine of BRL 6,000.00;
  • Bulls Holding Investments Company S/A – fine of BRL 387.431.733,02;
  • RS Investimentos S/A – fine of BRL 121,380,000.00;
  • Essencial Consultoria Tributária Ltda. – fine of BRL 90,627.86.

In addition to the fines, all companies were required to publish the sanctioning decisions in widely circulated media and on their own websites, in accordance with Article 6, item II, of the Anticorruption Law.

Piercing of corporate veil

One of the most relevant aspects of the case was the CGU’s decision to pierce the corporate veil of the four companies, extending the effects of the sanctions to the executives and shareholders with decision-making powers who were directly involved in the misconducts.

The measure was based on Article 14 of the Anticorruption Law, which authorizes the piercing of the corporate veil when the legal entity is used with abuse of rights to facilitate or conceal unlawful acts provided for in the law, including obstruction of supervisory activities.

According to the decision, the legal entities were deliberately used employed as vehicles to give an appearance of legitimacy to proposals without economic substance, characterizing a typical abuse of corporate form and deviation of purpose. By piercing the corporate veil, the CGU ensured that the sanctions would reach the personal assets of the responsible executives and shareholders with decision-making powers, preventing potential asset stripping or insolvency of the sanctioned companies as a way to evade liability.

Conclusion

The CGU’s decision in the APLUB case represents a relevant precedent in the Brazilian framework for corporate liability, reinforcing the feasibility and effectiveness of the measure of piercing the corporate veil as a tool to combat abusive corporate structures.

By sanctioning companies and holding their shareholders and executives personally liable, the CGU reinforces the importance of transparency, corporate integrity, and good faith in business relations with the government, aligning its approach with the best international practices in anticorruption enforcement. For further information on the matter, please contact Saud Advogados.