Brazil's securities regulator, the CVM, convicted former Petrobras director Nestor Cerveró on Tuesday (27) for fraud in the 2006 purchase of the Pasadena refinery in Texas. According to Folha de S.Paulo, the regulator's board fined him R$ 16 million and barred him for 15 years from holding an administrator position at any publicly traded company. Ten other former directors and board members of the state oil company were acquitted, including former president Dilma Rousseff, who was Mines and Energy minister at the time, and former Finance minister Antonio Palocci.
Following the money
The deal's numbers explain why Pasadena became one of the costliest chapters in Petrobras history. According to Folha's reporting, the company paid US$ 360 million for half of the refinery, nearly eight times the US$ 42 million that Swiss trader Astra had paid one year earlier for the entire asset. A court dispute with the seller forced Petrobras to spend more than US$ 800 million in additional payments to take full control, bringing the total cost to about US$ 1.2 billion. In 2019, the refinery was sold to Chevron for US$ 562 million.
The CVM found that Cerveró breached his duty of loyalty and abused his powers by proposing a deal that benefited himself while hiding relevant information about the transaction. Prosecutors argued that he and Paulo Roberto Costa, then the director in charge of supply and refining, had "determinant influence" over the approval process, withholding documents and data to win favorable votes. Both later became whistleblowers in Operation Car Wash (Lava Jato), the corruption probe that shook Brazilian politics, and confessed to taking bribes to approve the purchase. Costa, the operation's first informant, died in 2022. Cerveró ran the international division.
Cerveró's defense argued the case had passed the statute of limitations and claimed that his plea deal with prosecutors barred new sanctions. It also maintained there was no effective damage to Petrobras, since the price paid was within market parameters and the asset was strategic for capturing refining margins on exported crude. The board rejected the statute of limitations claim and accepted the prosecution's view that the approval process in the executive board and the board of directors had been manipulated. The defense said it would not comment on the conviction.
Those acquitted include former directors Sérgio Gabrielli, who was CEO when the deal was closed, Almir Barbassa, Ildo Sauer, Guilherme Estrella and Renato Duque, as well as former board members Palocci, Rousseff, Cláudio Haddad, Fábio Barbosa and Gleuber Vieira. The board concluded they lacked enough elements to detect the fraud. "A fraud scheme is set up precisely to be concealed," CVM chairman Otto Lobo said in his vote.
For Petrobras and its shareholders, the ruling closes, twenty years later, a liability whose losses were already booked when the refinery went to Chevron. For executives and board members of listed companies, the regulator's message runs in two directions: those who rig an approval process face fines and disqualification, while directors who voted without access to the withheld information escaped punishment. Estadão and Valor Econômico also reported the decision.