From March to May 2025, pursuant to Law No. 12.846/2013 (“Clean Companies Act”), the Office of the Comptroller General (“CGU”) entered into leniency agreements with extremely relevant legal entities in the market. Among them, it can be highlighted (i) Qualicorp Consultoria e Corretora de Seguros S.A. (“Qualicorp”), in the amount of approximately BRL 44 million (around USD 8 million); (ii) Trafigura Beheer B.V. (“Trafigura”), in the amount of approximately BRL 435 million (around USD 78 million); and (iii) Minerva S.A. (“Minerva”), in the amount of approximately BRL 22 million (around USD 4 million).

In addition to the agreements, in April 2025, the CGU sanctioned Toyo Engineering Corporation (“Toyo”) in the amount of approximately BRL 566 million (around USD 100 million) due to fraud in a contract entered into with Petrobras, resulting from liability in an Administrative Accountability Procedure (“PAR”).

Also in April, the São Paulo State Government, through the São Paulo State Comptroller General’s Office (“CGE-SP”) and the São Paulo State Attorney General’s Office (“PGE-SP”), entered into its first leniency agreement at the state level with Microstrategy Brasil Ltda. (“Microstrategy”), in the amount of approximately BRL 2.3 million (around USD 430 thousand), pursuant to Decree No. 67.301/2022 (“São Paulo Anti-Corruption Decree”). The Decree regulates the enforcement of the Clean Companies Act within the scope of the São Paulo State Public Administration. It is worth mentioning that the same Microstrategy had already entered into a leniency agreement at the federal level with the CGU in 2024.

Below the specific cases are analyzed:

Qualicorp

The agreement with Qualicorp was entered into jointly by CGU and the Attorney General’s Office (“AGU”) and stemmed from investigations conducted by the Federal Police (“PF”).

In 2020, the PF launched Operation Triunfo, which was an unfolding of Operation Descarte, and Operation Paralelo 23, which in turn was part of Operation Car Wash. These operations investigated conduct that took place between 2013 and 2014 linked to undue payments made to avoid tax delinquency notices, as well as unaccounted electoral donations.

The leniency agreement negotiations started in 2021 and Qualicorp provided information and evidence gathered from internal investigations, thus obtaining the mitigation of sanctions, as provided for in the Clean Companies Act.

The total amount of the agreement was approximately BRL 44 million (around USD 8 million), which encompasses the imposition of a fine of around BRL 16 million, to be paid to the Federal Government, as well as compensation of the damage and disgorgement, which represents an amount of almost BRL 28 million. In addition, Qualicorp undertook to maintain and improve its integrity program, which will be monitored by the CGU.

Trafigura

The Trafigura agreement also involved the CGU and the AGU and was the outcome of investigations into illicit acts that took place between 2003 and 2014 related to undue payments to public officials, which were aimed at obtaining privileged information on operations with Petrobras using intermediary agents.

The agreement involved the payment of approximately BRL 435 million (around USD 78 million) to the Federal Government and Petrobras. As part of the agreement, in addition to paying compensation, disgorgement and a fine, Trafigura also undertook to improve its governance and compliance policies, both in its commercial activities and in the operations of its subsidiaries in Brazil.

It is worth noting that the leniency agreement was negotiated with the involvement of the Federal Prosecutor’s Office (“MPF”), which entered into a similar agreement on the same date, as well as with the cooperation of the U.S. authorities investigating the case, who also entered into a similar agreement.

Minerva

The Minerva agreement involved the CGU and AGU and stemmed from facts investigated in Operations Lucas and Vegas prior to 2018. The allegations mention that meatpackers and dairy companies were benefited in administrative procedures, involving the payment of undue advantages to agricultural inspectors linked to the Ministry of Agriculture and Livestock (“MAPA”).

Minerva cooperated with relevant documents and information that supported the investigations carried out by the public authorities. During the negotiations of the agreement, the CGU evaluated the compliance program adopted and, as part of the agreement, Minerva undertook to maintain the improvement of its governance and compliance policies, including control and inspection mechanisms.

In Minerva’s case, the fine of approximately BRL 22 million was allocated to the Federal Government.

Toyo

In contrast to the other legal entities mentioned, Toyo did not enter into a leniency agreement. On the other hand, it was prosecuted by the CGU as part of a PAR opened in 2019 against Toyo and PPI – Projetos de Plantas Industriais Ltda, its subsidiary. The PAR Commission’s decision was based on the Clean Companies Act and the Bidding Act in force at the time.

The PAR investigated unlawful acts carried out between 2011 and 2014 within the scope of the contract entered into between Toyo and its subsidiary with Petrobras, for a total amount of approximately BRL 3.8 billion. In this context, the CGU identified the payment of bribes during the execution of the contract and the existence of a scam that involved the cartelization of legal entities, money laundering, and bid-rigging.

The outcome was a fine of BRL 566 million (around USD 100 million) for Toyo, as well as the sanction of extraordinary publication of the sanctioning administrative decision and a declaration of ineligibility to bid or contract with the Public Administration, until they undergo a rehabilitation process – the latter two for both Toyo and its subsidiary.

Microstrategy

Microstrategy has entered into the first leniency agreement at the state level with the São Paulo State Government, through the CGE-SP and the PGE-SP. The legal basis for the agreement was the Clean Companies Act, as well as the São Paulo Anti-Corruption Decree and CGE/PGE Joint Resolution No. 01/2023, which together establish the rules for leniency agreements in the state.

The irregularities that gave rise to the agreement were carried out by the company in 2017, involving the Foundation for the Development of Education (“FDE”), and were voluntarily reported by Microstrategy to the authorities. In addition to the payment of approximately BRL 2.3 million (around USD 430 thousand) to the State of São Paulo and FDE, Microstrategy has undertaken to implement integrity measures to prevent further irregularities from occurring and to strengthen its corporate governance.

Conclusion

The set of agreements listed concerning legal entities that are extremely relevant to the Brazilian market underscores the reliability of the CGU’s activities. In addition, as can be seen from the Qualicorp case, an efficient compliance program allows irregularities to be identified through internal investigations, which in turn is an essential element in calculating fine reductions.

Furthermore, the increase in state anti-corruption legislation – present in key national states such as Rio de Janeiro and São Paulo – and the work of State Comptrollers reinforces to companies the importance of establishing internal controls when interacting with public officials at any level: municipal, state, and federal. For more information on international sanctions, please contact us.