The former president of CVC Brasil Operadora e Agência de Viagens, Luiz Fernando Fogaça, has become the defendant in an administrative sanctioning process by the Securities and Exchange Commission (CVM), which is investigating his responsibility for possible accounting fraud and violation of fiduciary duties involving the company's financial statements between 2015 and 2019.
NeoFeed gained access to information from the lawsuit in which Fogaça is the sole defendant, which investigates "possible breach of fiduciary duties or fraud attributed to company administrators, involving the company's financial statements and internal controls."
An excerpt from the legal proceedings obtained by NeoFeed accuses the executive "of failing to exercise the necessary care and diligence in failing to act to correct the precarious accounting situation of CVC in relation to the standardization of procedures and ensuring their compliance, given that there were strong warning signs of which they were aware, in violation of article 153 of Law 6.404/1976."
The document states, however, that "it was not possible to gather sufficient, strong, and convergent evidence to characterize accounting fraud with the intent to benefit oneself or third parties."
Fogaça was CFO of CVC between 2010 and 2018 and CEO from 2019 to 2020. Before that, he was an executive at Coca-Cola for about 18 years. Since leaving CVC, he has not held a new executive position.
In 2020, the same year Fogaça left CVC, the company's new management brought to light accounting inconsistencies in the balance sheets from previous years. According to internal investigations, the inconsistencies found totaled R$ 362 million .
In CVC's internal investigations, Luiz Fernando Fogaça was one of those accused of failing to comply with the company's legal and statutory duties. The new administration also accused Leopoldo Saboya, former CFO, Jacques Douglas Varaschim, former IT director, and Luiz Eduardo Falco, CEO between 2013 and 2018.
Internal studies and investigations indicated that some of the inconsistencies may be related to economic incentives tied to the company's operational performance, especially targets linked to EBITDA, an indicator used as a benchmark for paying variable compensation to executives.
The case involved the systematic manipulation of results through the improper recognition of revenues and the deferral of expenses, artificially inflating profits for years.
According to the independent commission's report and academic analyses of the case, improper adjustments to accounting records artificially inflated results between 2015 and 2019, allowing the company to appear to meet minimum EBITDA percentages required by bonus programs.
After subsequent adjustments, the EBITDA for some fiscal years fell significantly below the originally reported targets, reinforcing suspicions of earnings management during that period.
The findings of possible fraud, coupled with the additional challenges faced by the company during the Covid-19 pandemic, caused a sharp deterioration in the market's perception of CVC.
In 2020, the company's shares fell by about 50%. After this drop, the travel operator's stock never fully recovered and did not return to the price levels seen before the disclosure of the accounting inconsistencies. Today, they are trading at only 6% of what they were worth at the end of 2019, at R$ 2.23.
Although the CVM (Brazilian Securities and Exchange Commission) process has only now become public, with the formal accusation of the former president of CVC, the case has been under investigation by the board since 2022. However, the indictment was only signed in December 2025.
CVC Corp has stated that it will not comment "given that it has not received any updates or notification regarding the legal proceedings."
After the publication of the report, Luiz Fernando Fogaça's defense sent the following statement to NeoFeed :
"Luiz Fernando Fogaça's defense clarifies that an administrative sanctioning process was initiated by the CVM (Brazilian Securities and Exchange Commission) to investigate responsibility for alleged lack of diligence in supervising the accounting of CVC Brasil Operadora e Agência de Viagens SA."
"Fogaça reaffirms that he has always performed his duties with strict adherence to legal obligations and best corporate governance practices. He is fully convinced that he acted diligently and responsibly during his tenure and will present his defense in the regular course of the administrative process, demonstrating that his decisions were based on technical criteria and good faith."
"Finally, it is noted that the process is in its initial phase, due to an alleged lack of diligence, without any judgment having been made."
