CVC has been grappling with a R$362 million mystery for years. Since the tour operator revealed in February 2020 that it had identified accounting irregularities in its 2018 and 2019 financial statements , the company has hired auditors, law firms, and consultants to try to answer two simple questions: was it fraud? And who is to blame? Five years later, the answer seems to be less shocking than initially thought.
The issue returned to the spotlight when the Brazilian Securities and Exchange Commission ( CVM ) made public that Luiz Fernando Fogaça, former CFO and CEO of CVC, is the only formal defendant in an administrative sanctioning process investigating possible accounting fraud and breach of fiduciary duties in the company's financial statements between 2015 and 2019. The word "fraud" triggered a red flag.
NeoFeed gained access to the documents that the CVM (Brazilian Securities and Exchange Commission) has been using to analyze the culpability of the managers in charge of the company during that period. What they show is a more complex story than the narrative of an executive who manipulated numbers.
But to understand how R$ 362 million in irregularities went undetected for years, we need to go back to the beginning. Between 2010 and 2019, CVC experienced a phase of aggressive expansion. Under Fogaça's leadership, first as CFO from June 2010 and then as CEO from January 2019, the company acquired a series of companies: Submarino Viagens, Rextur, Trend Viagens, Visual Turismo, Experimento, Esferatur, Biblos, Ola. Each acquisition brought its own systems, its own accounting logic, and its own databases.
The result was a technological patchwork that was never fully integrated. The clearest symbol of this problem was Cistur, a commercial system used to assemble travel packages combining airfare, hotels, and tours. The system was geared towards sales operations and lacked complete integration with the company's accounting records, making it difficult to control certain transactions.
Meanwhile, CVC operated with legacy systems that had limitations for accounting closing, requiring manual entries and complex reconciliations that created opportunities for inconsistencies.
It is important to emphasize that the identified distortions were, in nature, inconsistencies in revenue recognition and accounting classification; that is, no money had disappeared from the cash flow. It was a problem without a direct cash effect, which explains, in part, why it took so long to be fully noticed.
The company was growing, generating operating profit, and producing cash, which made it harder to see, beneath the numbers, that something was wrong with how they were being recorded.
Fogaça's defense, handled by the law firms TWK Advogados and Yazbek Advogados in the arbitration proceedings running parallel to the CVM (Brazilian Securities and Exchange Commission) process, argues that the problems are admittedly structural. "The systemic and accounting problems are old, structural, and also demand long-term solutions," the firms state in their defense.
Support for the numbers
Even after accounting adjustments, CVC showed a compound annual growth rate of approximately 20% between 2009 and 2019 in its main metrics.
During the period in which the company claims to have been impacted by the inconsistencies (2015 to 2019), it generated positive cash flow of R$ 848 million.
The impact of the distortions on the financial indicators, however, was not small. According to an analysis by independent auditors from IRKO Hirashima, the reported EBITDA of R$ 728.3 million in 2019 fell to R$ 404.3 million after accounting adjustments – a difference of R$ 207 million. In 2018, the drop was from R$ 721.6 million to R$ 483.2 million, a difference of R$ 126.5 million.
This means that the market perceived the company as more profitable than it actually was. And the important caveat is that these distortions did not represent cash outflows: they were accounting errors that inflated the reported numbers without any corresponding financial movement.
After the executives left, CVC consumed more than R$ 909 million in cash and saw its market value plummet from R$ 9.47 billion in January 2019 to R$ 1.229 billion in March 2020. Today, the company's market value is R$ 1.1 billion.
A decade of audits
One of the most intriguing aspects of the case is the number of top-tier firms that went through CVC without identifying the problem in its true magnitude.
NeoFeed reconstructed the timeline of the hiring process from documents in the CVM (Brazilian Securities and Exchange Commission) proceedings.
In 2011, the company hired PwC, EY, FJ Partners, and Lefosse Advogados for risk diagnosis and review of internal systems and controls. In 2012 and 2013, Accenture was hired to evaluate improvements to accounting systems, including Systur and Oracle. In 2014, Deloitte reviewed the integrations of Systur and the Accounting Integrator and worked on the reconciliation of transitory accounts. In 2016 and 2017, EY presented recommendation reports to the Audit Committee that did not point to significant deficiencies in internal controls.
According to presentations seen by NeoFeed , EY showed the Audit Committee in December 2016 a list of the main processes tested: treasury, fair value estimation of financial instruments, sales and contracts, purchases and payments, payroll. And all were classified as "effective" both in the control test and in the control update.
In 2018, KPMG produced a recommendations report that also did not indicate significant deficiencies. Only in October 2020 – eight months after the inconsistencies were revealed – did KPMG begin to point out significant deficiencies in CVC's internal controls.
Two board members summoned by the CVM (Brazilian Securities and Exchange Commission) to describe how board meetings functioned during that period said:
"The auditors always came to the board meeting to present the audit results, to publish the results, but there was never any mention of: 'we have a problem that we need to investigate'. It was always... the auditor always said that everything was fine, that there were no observations, and it was always a very routine approval," said Deli Matsuo, who took a seat as an independent advisor in 2018, according to a transcript from the regulatory body.
Fernando Vaccari, who served on CVC's Audit Committee until January 2018 as a representative of the founders' family office, responded, when asked about the discovery of the distortions, that it was "a surprise, because there really was no indication that it led to this type of situation."
Regarding Fogaça and the controller at the time, Vaccari said that "both Ribeiro and Fogaça were quite confident in their information and... there was hardly ever a question that wasn't answered at that moment or the number shown at that time."
Effort before the explosion
In October 2019, with Fogaça as CEO, CVC initiated what it internally called Project Journey, an emergency program conducted in partnership with Deloitte to identify and correct accounting inconsistencies that had already been partially flagged.
The project documents, which NeoFeed had access to, show a company actively undergoing diagnostic and remediation processes.
The project was divided into fronts: Risk Front I, focused on the company's EBS system; and Risk Front II, focused on accounting processes. There was an emergency plan with a weekly schedule and a palliative plan with a six-month horizon. Among the mapped items were 3C system reconcilers in EBS, Trend's accounting database, intangible and fixed assets, intercompany transactions, and the event mechanism.
During this period, according to sources close to the case, controller Felipe Rodriguez, who had been hired in September 2019 precisely to strengthen the financial area, complained to the board that some financial information was being leaked by people within the accounting department. According to Fogaça's defense, upon being informed, the executive authorized him to replace "as many people as he deemed necessary," "which was done."
In November 2019, Maurício Montilha was hired as CFO with the specific scope of implementing a complete review of the company's accounting processes and accounts. In January 2020, Montilha and Fogaça presented to the Board of Directors that 76% of the accounts were reconciled, with no material differences identified.
Less than 30 days later, during Carnival, Montilha alerted the company about serious accounting inconsistencies. This information was disclosed to the market on February 28, 2020.
What was found
Following Fogaça's departure, CVC conducted two internal investigations. The first, concluded in August 2020, found "inconclusive evidence that CVC's results may have been intentionally manipulated."
The second investigation, completed in March 2021 and conducted by the law firm Munhoz Advogados, reported finding "indications of accounting fraud, indications of information manipulation, and evidence of concealment."
Based on these conclusions, the company convened an Extraordinary General Meeting and recommended that shareholders approve the filing of a liability lawsuit against former directors Fogaça, Jacques Varaschim (former IT director), and Luiz Eduardo Falco (former CEO and board member).
However, what the documents from the CVM proceedings reveal is that Munhoz Advogados' own conclusion, presented to the CVM's Superintendency of Corporate Relations in August 2021, reached a more cautious conclusion than the public narrative suggested.
The firm pointed to "the absence of evidence regarding the administrators' knowledge of accounting distortions up to the second quarter of 2019" and "the absence of evidence of fraudulent behavior, that is, intent to cause accounting distortions in order to manipulate the company's results."
This meant that the audit commissioned by CVC itself to investigate its former executives found no evidence that they were aware of the distortions until mid-2019, nor that they acted with the intention of deceiving the market.
What the CVM has concluded (for now)
The investigations conducted by the CVM's technical area covered the same ground and reached similar conclusions. In the regulator's investigation, initiated in 2022, no evidence was found to support accusations against Varaschim and Falco. Fogaça remained the only formally accused party, but not for fraud.
Report No. 6/2025 from the CVM's Superintendency of Sanctioning Processes, dated December of last year, is the most recent and detailed document on the case, according to information obtained by NeoFeed .
In it, the rapporteur states that "there are elements that constitute a lack of diligence on Fogaça's part, but they are not sufficient to characterize fraud."
The formal accusation is based on five "warning signs" that Fogaça allegedly ignored or failed to act on: knowledge that adjustments were being made outside of proper prior standardization; the existence of what was internally called "system discrepancies"; the need to hire external support because the internal team was unable to perform closures on its own; the fact that the contracted consultancies and audits did not include measures focused on solving internal control problems; and knowledge that these problems were not restricted to the company's top hierarchical level.
The defense of the former CFO and former CEO of the CVM, in the document, refutes each of these points. It argues that Fogaça systematically hired external auditors and consultants throughout his tenure precisely because he sought to identify and correct flaws and that "no point of greater concern was ever raised."
"It was precisely the internal processes and controls instituted on Fogaça's initiative and under his leadership – including the Jornada Project implemented in 2019 – that allowed the accounting inconsistencies to be identified during his tenure as CEO," says Fogaça's defense.
The email regarding the quarterly closing, the defense argues, demonstrates concern for the quality of the processes, not an intention to conceal problems. It further argues that Fogaça missed out on approximately two-thirds of the profits he would have received had he sold his shares before the disclosure of the accounting inconsistencies. "A behavior hardly compatible with someone who would be deliberately manipulating results."
The mystery remains.
After more than five years, internal and external audits, testimonies to the CVM (Brazilian Securities and Exchange Commission), an arbitration procedure, and an administrative sanctioning process, the CVC case still does not have a definitive outcome.
The process remains open at the CVM (Brazilian Securities and Exchange Commission). The question of who was filtering financial information within the company's accounting—the complaint of controller Rodriguez—has never been conclusively answered. The two internal investigations reached different conclusions.
What the documents show, however, is that the simplest narrative — that of the executive who falsified the numbers of a listed company — finds no support in the evidence gathered over years of investigation.
What resonates is the story of a company that grew too fast, accumulated legacy systems that no one could fully control, hired a succession of top-tier firms that systematically gave the green light, and had a structural problem that was passed down from management to management without anyone (inside or outside the company) being able to see it in its entirety.
Luiz Fogaça's defense, however, claims that his client acted diligently throughout his tenure by repeatedly hiring specialized consultants to review processes and systems and improve controls. According to the defense, "no point of major concern was ever raised" during these procedures.
Contacted by NeoFeed , EY, Deloitte, and KPMG stated that, due to confidentiality reasons, they could not comment on the matter.
CVC sent the following statement to the news outlet: "CVC Corp will not comment as it is not a party to the process in question."
