EXCLUSIVE: CVM Prosecutor's Office finds irregularities at Atom in lawsuit against the Paiffer brothers.

The Superintendency of Corporate Relations (SRE), a technical area of the Brazilian Securities and Exchange Commission ( CVM ), accuses former controllers and administrators of Atom Participações of creating an advance for a future capital increase (AFAC) of R$ 8.1 million in favor of the controlling company itself, based on liabilities that should have been written off. They are also accused of registering, as their own, revenues and expenses from activities carried out by the controlling company WHPH and the asset manager Paiffer Management , also related to the group.

NeoFeed had exclusive access to over 200 documents from the process that will be submitted to the CVM board. The Specialized Federal Prosecutor's Office (PFE), which works with the regulatory body, recommended that the case be reported to the Public Prosecutor's Office of the State of São Paulo (MPE-SP) due to evidence of corporate crimes foreseen in the Penal Code.

"It is legally possible to discern, in theory, evidence of the crime foreseen in article 177, §1, item I, of the Penal Code, which will require - for its proper investigation - the typical apparatus of investigations conducted in the criminal field," says the PFE's opinion on the case.

The excerpt from the article highlighted to attribute evidence of a crime to the process was: "To promote the establishment of a joint-stock company, making, in a prospectus or in communication to the public or to the assembly, a false statement about the formation of the company, or fraudulently concealing a fact relating to it."

Since investigating criminal facts is not within the purview of the CVM (Brazilian Securities and Exchange Commission), the PFE (Federal Attorney's Office) concluded that, "given its duty," it recommended that the facts be reported to the MPE-SP (São Paulo State Public Prosecutor's Office), "which will be able to comment more effectively on the definitive classification of the facts as a crime subject to public prosecution."

The accusation is serious, but that doesn't mean there's guilt. It was only formalized this year and is in the stage of presenting the defendants' defenses, but the investigations began in 2018 — the same year that the CVM board unanimously condemned the asset manager and its controller, José Joaquim Paiffer, for market manipulation in the form of spoofing.

In total, there are ten defendants. Among them are influencer Carol Paiffer and her brother José Joaquim Paiffer, indirect controllers of the holding company WHPH, which also appears on the list as a legal entity, as well as Danilo Cisotto and Guilherme Cunha, directors of Atom.

The companies that conducted the audits of the financial statements targeted in the lawsuit, Bwel and Alpha Auditores, and their respective technical managers, were also accused.

The case dates back to the operation that gave rise to Atom in 2015, when WHPH bought, for R$ 5 million, 69.2% of the capital of Inepar Telecom, a publicly traded company of the Inepar Group, which had been without operational activities for 17 years.

Months later, the company changed its name to Atom Participações and began using the structure already listed on the stock exchange. Also that year, WHPH held an AFAC (Advance for Future Capital Increase) of R$ 8.1 million against the company, equivalent to 162% of the amount disbursed for the acquisition of control. However, the AFAC did not originate from a cash investment made by WHPH.

According to the accusation, in November 2015, tax and intra-group liabilities of the former Inepar Telecom were transferred to WHPH for symbolic amounts of R$ 1. The CVM (Brazilian Securities and Exchange Commission) links these operations to the creation of an AFAC (Advance for Future Capital Increase) of R$ 8.1 million in favor of the new controlling company.

According to the CVM's technical assessment—endorsed by the PFE—these liabilities should have been assumed, offset, or settled by the former controlling shareholder and written off from the accounting records during the transfer of control. By maintaining them and converting them into a credit for WHPH against Atom, the defendants allegedly provided the controlling company with an undue economic benefit.

"Instead of being written off, these amounts were retained and, through contracts signed on November 12, 2015, converted into a credit for the parent company, resulting in an estimated economic benefit of R$ 8,096,237.50," says the Opinion.

Maintaining the AFAC also created a dilution risk for minority shareholders. If the credit were converted into capital, WHPH would receive new Atom shares based on an obligation that, according to the CVM (Brazilian Securities and Exchange Commission), should not exist, thus increasing its stake in the company. However, the conversion did not occur during the period in which WHPH remained in control.

Starting in 2017, the case gained a second dimension. That year, Atom announced the transfer, for the symbolic value of R$1, of the proprietary trading desk activities developed by WHPH to Atom Traders, a subsidiary of the publicly traded company. The operation was presented to the market as a free transfer of activities and a way to make the acquired company operational again.

Shell company

According to the CVM's accusation, revenues and expenses from activities carried out on behalf of third parties were recorded as belonging to Atom and its subsidiary Atom Traders, even though the funds remained with WHPH.

"The analysis of the facts concluded that there was an 'operational arrangement' implemented for the development of the company's activities and those of its subsidiary through the parent company WHPH and a related company, with accounting records of revenues and expenses as if they were those of the publicly traded company, even though the operations were carried out on behalf of third parties," says the PFE's opinion.

The financial flows remained with WHPH, which issued debentures as collateral for the assignment agreement with Atom. In this way, the publicly traded company recognized the results of the operation in its accounting, but received debentures issued by its own parent company instead of the corresponding cash flow.

The company reported this dynamic in the explanatory notes to its 2017 and 2018 financial statements. "The debentures issued by WHPH were transferred to the company and controlled after the results were determined, in order to avoid the transfer of financial flows and to safeguard the company's full compliance with the assignment agreement."

The regulatory body, however, questions how this arrangement was reflected in the financial statements and presented to the market. According to the CVM (Brazilian Securities and Exchange Commission), announcements and relevant facts were released without adequate transparency regarding the methodology adopted and the absence of a corresponding financial flow in the companies' accounts.

The assignment agreement was terminated in February 2019. According to the company, the debentures issued by WHPH were settled and the corresponding funds transferred to Atom Traders. However, a detailed explanation of the arrangement's structure was only presented in April 2019, in the explanatory notes to an update of the 2018 Standardized Financial Statements. Nor was there any disclosure of any material fact regarding the termination of the assignment agreement during that period.

In the explanatory note, the company stated that the contract had ended on February 25, 2019, "after the first case of asset freezes was judged and the decision was in line with the company's legal reality." "The company decided to terminate the assignment contract, and the revenue flows, administrative operating expenses, and financial expenses began to occur within AtomPar and its subsidiaries. The transfer of financial amounts related to the settlement of the debentures also occurred on the same date."

According to Atom, in the same explanatory note, the arrangement was adopted because of court-ordered freezes related to debts of the Inepar Group, which hindered the opening and operation of bank accounts by the company. Therefore, maintaining the funds in WHPH aimed to prevent the cash flow of the new operation from being affected by claims related to the former parent company.

"Management protected the company from lawsuits that sought to improperly block the company's assets, which were transferred to the parent company and secured by debentures with a maturity of no more than 90 days, providing the company with complete liquidity."

In addition to accounting and informational irregularities, the CVM accuses the former controlling shareholders of participating in the approval of their own accounts at shareholder meetings for the fiscal years 2015 to 2018. The financial statements submitted to shareholders contained both the AFAC (Advance for Future Capital Increase) in favor of WHPH and, in the last two years, the records of revenues and expenses related to the assignment agreement.

"This is not a complex accounting technical error, but a business structure that, by its very economic configuration, represents a potential deviation from its intended purpose," states the PFE in the legal proceedings.

According to the regulatory body's assessment, the controllers should have abstained from voting on resolutions in which there was a conflict of interest. The Federal Attorney General's Office also identified, in theory, evidence of the crime foreseen in article 177 of the Penal Code for anyone who, through an intermediary or in collusion with a shareholder, obtains the approval of accounts or reports.

"Conversely, the analysis of the facts in light of Article 177 of the Penal Code, especially paragraph 1, item I, which criminalizes the conduct of a director, manager, or auditor of a corporation who, in a prospectus, report, opinion, balance sheet, or communication to the public or to the assembly, makes a false statement about the economic conditions of the company or fraudulently conceals a fact relating to them, appears to be more legally coherent in theory," says the opinion of the Federal Attorney General's Office.

The AFAC remained recorded on the company's balance sheet after the events investigated by the CVM. With WHPH's exit from control, the credits were assigned to Fictor Holding and AQWA Capital Holdings, which acquired the company in 2024.

The AFAC balance was only extinguished in September 2025. In that month, AQWA transferred to Fictor Holding the portion of AFAC it still held, and a significant part of the balance was incorporated into the company's share capital. The remaining R$ 770,000 were forgiven by the new controlling shareholder and recognized directly in the shareholders' equity.

Whose fault is it?

Responsible for the 2015 financial statements, Bwel Auditores (formerly Baker Tilly Brasil Auditores Independentes) is accused of failing to identify or report the irregular formation of AFAC and of issuing a report without modifying its opinion. The firm was already auditing Inepar Telecom and, according to the indictment, was aware of the balances involved and the transfer of control of the company.

Bwel's technical managers were also accused of signing the report without reservations regarding the AFAC.

Alpha Auditores, responsible for auditing the financial statements and reviewing the quarterly information for 2017 and 2018, is accused of failing to adequately assess the risks of misstatement related to the operating arrangement and of failing to issue reports with modified opinions. The same accusation was made against the auditor technically responsible for the work.

The actions attributed to the two firms and the three auditors were classified as serious infractions by the CVM's technical area.

When questioned by the CVM (Brazilian Securities and Exchange Commission) about the recognition, in the 2017 and 2018 financial statements, of financial revenues originating from a credit operation between Paiffer Management and Guerini Planejamentos to finance land developments in Sorocaba, the directors stated that "the company's independent auditors recommended its transfer to subsidiaries along with the proprietary trading desk activity."

"It should also be clarified that the loan with Guerini is a highly profitable operation, which has been providing significant returns for WHPH over the years. Because it is a financial operation related to granting credit to finance land developments in the Sorocaba region, the company's independent auditors recommended its transfer to subsidiaries along with the proprietary trading desk activity, although this was not the initial purpose of the founders." This statement is attributed to a joint statement by former directors of Atom and attached to the proceedings.

Subsequently, Alpha Auditores and its technical manager were questioned as to whether they had, in fact, given this guidance and what its accounting basis was. Alpha's response to the official letters is not included in the documents obtained by NeoFeed .

For the Specialized Federal Prosecutor's Office, however, admitting that inconsistencies and irregularities in audit work are sufficient to absolve administrators of responsibility "means transforming auditing into a mechanism for automatically shielding potentially abusive conduct."

According to the PFE (Federal Attorney's Office), admitting such an approach "ultimately leads cases like this one to a veritable vacuum of accountability for the administrators of publicly traded companies, reducing the effectiveness of the supervision carried out by the CVM (Brazilian Securities and Exchange Commission) to a merely symbolic act, devoid of legal consequences, with harmful effects on the credibility of the securities market."

Contacted by NeoFeed , Carol Paiffer, José Joaquim Paifer, Danilo Cisotto, Guilherme Cunha, Bwel Auditores, and Alpha Auditores had not responded by the time this report was published.

WHPH, in turn, sent the following statement:

WHPH reiterates, however, its confidence in the regularity of the actions taken and the technical consistency of the structures adopted, which were part of a company reorganization process facing significant economic and financial difficulties.

The actions of those involved were geared towards preserving the company, ensuring the continuity of its activities, and generating value for its shareholders. This included a restructuring of the company that resulted in a valuation increase of over 2,500% for the shares and the distribution of more than R$ 24 million in dividends, bonuses, and a partial spin-off of the company to shareholders during the period in which WHPH held control, in one of the largest restructuring cases in Brazil.

The aforementioned transactions were formally documented, reflected in the relevant corporate and accounting records, and submitted, over time, to examination by independent auditors, including three of the largest auditing firms in Brazil — BDO, PwC, and Ernst & Young — without any reservations or findings that would discredit their regularity.

It is important to emphasize that the existence of an indictment should not be confused with an admission of wrongdoing. Disseminating news about accusations that are still pending trial requires caution, lest it convey to the market an incomplete and decontextualized perception of facts that will be duly clarified in the appropriate forum.

WHPH remains available to the CVM (Brazilian Securities and Exchange Commission) and other competent authorities to provide all necessary clarifications and reaffirms its commitment to transparency, good faith, and strict compliance with the rules applicable to the capital market.