Compliance and Investigations: The Highlights That Marked January 2026

January 2026 began with significant developments in the Compliance and Investigations landscape, reflecting an increasingly dynamic regulatory environment shaped by new expectations around governance, transparency, and risk management.

Legislation

New Interministerial Ordinance establishes guidelines for leniency agreements

Interministerial Normative Ordinance CGU/AGU No. 1/2025 introduced a broad update to the leniency agreement framework, consolidating previously scattered rules and incorporating guidelines from Decree No. 11.129/2022. The main changes include: (i) the creation of the marker mechanism, allowing companies to reserve priority and self-reporting benefits while completing internal investigations; (ii) the establishment of objective criteria for calculating fines, undue advantages, and ability to pay; (iii) expanded incentives for cooperation, including the possibility of reducing fines by up to two-thirds; (iv) enhanced rules on publicity and confidentiality; and (v) mechanisms to prevent bis in idem, with crediting of amounts paid under other domestic or foreign agreements.

Article 26 introduces innovation in the context of corporate transactions by allowing acquiring companies to enter into leniency agreements with a maximum fine reduction of two‑thirds when they voluntarily report harmful acts detected in pre‑ or post‑acquisition due diligence within 12 months of the transaction, provided the Portaria’s requirements are met.

This update represents a milestone for legal certainty in Brazil, making leniency agreements more predictable and equitable amid corporate misconduct and crises.

Inspector General of the Ministry of Tourism gains authority to conduct PARs

Ordinance MTurNo. 44 delegates to the Inspector General of the Ministry of Tourism the authority to initiate, conduct, and adjudicate Administrative Liability Proceedings (PARs) involving legal entities, as well as Preliminary Investigation Proceedings under Law No. 12,846/2013 (the Anti-Corruption Law), Decree No. 11,129/2022, and Law No. 14,133/2021 (the New Public Procurement Law). The Inspector General is also granted the prerogative to impose administrative sanctions established under these legal frameworks, except when such authority is reserved exclusively to the Minister of State.

In the context of public integrity, this change strengthens internal governance and enhances the Ministry of Tourism’s capacity to conduct accountability procedures with greater technical autonomy and speed. By centralizing the initiation and adjudication of sanctioning processes within the Office of the Inspector General, the Ordinance reinforces prevention and anti‑corruption mechanisms and improves coordination among the areas responsible for internal control. It also clarifies institutional accountability before oversight bodies, such as the Office of the Comptroller General (CGU), by aligning internal procedures with integrity and public procurement standards.

National Highlights

CGU expands Pró-Ética criteria to include equality and sustainability topics

The Office of the Comptroller General (CGU) has updated the Pró-Ética Corporate Program, which as of 2026 will also evaluate companies based on human rights, socio‑environmental responsibility, diversity and inclusion criteria, in addition to traditional anti‑corruption mechanisms. This change integrates the Integrity and Anti‑Corruption Plan (PICIC), initiated in 2025 and expected to conclude in 2027, aiming to align Brazil with international corporate integrity practices.

According to CGU’s Director of Private‑Sector Integrity, Cristine Ganzemüller, the new approach encourages sustainable business models and reinforces that integrity should permeate the entire supply chain, promoting positive environmental and social impact. In this edition, 202 companies participated in the evaluation, with results to be released in mid‑2026; in the previous round, 84 institutions were approved out of 254 evaluated.

Participation in the program is voluntary and free, with assessments conducted through the Monitoring and Evaluation System for Integrity Programs (SAMPI), which reviews detailed forms and supporting documents under confidentiality. The initiative seeks to incentivize organizations to strengthen and expand their compliance programs beyond legal requirements, covering social, environmental, and governance dimensions.

The expansion of the criteria represents a significant advancement in the concept of corporate integrity in Brazil, bringing the private sector closer to global standards and reinforcing that ESG practices are an essential part of an ethical culture. For companies, the change highlights that modern compliance integrates anti‑corruption prevention, sustainability, and equality, enhancing competitiveness, reputation, and the capacity for responsible management.

CGU sanctions total R$ 211 million in January

The Office of the Comptroller General (CGU) imposed more than R$ 211 million in sanctions on nine companies involved in fraud in public procurements and the execution of federally funded contracts. The penalties were published in the Federal Official Gazette and stem from investigations related to Operations Lava Jato, Fiat Lux, and Topique, as well as inquiries involving Transport contracts and the Regional Social Security Superintendence of the Northeast (SR‑IV).

Among the sanctions applied are fines, declarations of ineligibility, prohibitions on contracting with the public administration for five years, and obligations to disclose decisions in vehicles of wide circulation. In the context of Operation Lava Jato and Fiat Lux, SNC‑Lavalin, through its subsidiary Marte Engenharia, was held responsible for passing undue advantages to agents of Eletrobrás.

In Operation Topique, fraud involving transportation contracts in Piauí using Fundeb resources was uncovered. The companies Marvão Serviços, Line Transporte, C2 Transporte, DRM Locadora, and Coração de Mãe Locadora were fined more than R$ 175 million, in addition to having their legal personalities disregarded for failing to contract with the Union for five years. At INSS, irregularities involving electronic monitoring contracts resulted in a fine of R$ 36.7 million and a declaration of ineligibility for Ativa System Brasil.

CVM identifies former CEO’s leadership in Americanas accounting megafraud

The Sanctions Proceedings Superintendent of the Brazilian Securities and Exchange Commission (CVM) concluded that the approximately R$ 25 billion accounting fraud at Americanas was designed and executed by a group of former executives led by former CEO Miguel Gutierrez, who has lived in Spain since 2023. The investigation, completed at the end of 2025, gathered documentary evidence and witness statements and identified 31 people—including statutory directors, non‑statutory executives, managers, and employees from different areas—as having participated in the scheme without the knowledge of the company’s board of directors or committees.

Based on these findings, the technical area recommended opening sanctioning proceedings for the accountability of those involved and referring the case to the Federal Public Prosecutor’s Office (MPF). The accused were summoned to present their defense and, subsequently, may propose settlement terms before judgment by CVM’s board—an agile stage that, according to the authority itself, usually takes around one month before the final decision.

CVM also included Americanas as a defendant in the case, arguing that failing to punish the company would create a precedent encouraging companies to attribute illicit conduct exclusively to specific executives. According to the technical area, the main victims were shareholders, bondholders, and other investors, and the authority indicated that, at least since 2013, financial statements were manipulated to support fictitious profit margins even though the company allegedly lacked internal controls capable of detecting the scheme.

International Highlights

U.S. creates new National Fraud Enforcement Division at the DOJ

The White House announced the creation of a National Fraud Enforcement Division within the Department of Justice (DOJ), which will include a new Assistant Attorney General responsible for coordinating national priorities in the fight against civil and criminal fraud. The new structure will have centralized authority to oversee multi‑district investigations, guide U.S. Attorney’s Offices, and recommend legislative and regulatory reforms related to systemic vulnerabilities.

According to the Vice Presidency, the new role will have direct supervision from the President and the Vice President—a shift that breaks with longstanding DOJ norms, which historically safeguard independence between the Executive Branch and prosecutorial decision‑making. This arrangement has raised concerns regarding governance, separation of powers, and potential issues of institutional privilege.

The DOJ indicated that the initial efforts of the new division will focus on fraud involving public benefits, health programs, and complex schemes affecting private victims, as well as areas under intense public scrutiny. Official documents highlight the state of Minnesota as an initial focus, given the visibility of recent investigations and the volume of federal funds involved in local programs.

The creation of the division reinforces the trend of strengthening federal enforcement on fraud-related matters and highlights the importance of robust compliance programs, especially for organizations that work with public funds or government‑financed programs.

CGU Observatory

Trends in the PARs established in the month

In December 2025, the administrative proceedings initiated by the CGU involved several public bodies under the authority responsible for opening PARs.

Agencies Involved:

• Office of the Comptroller General (CGU)
• Ministry of Social Security
• Ministry of Mines and Energy
• Ministry of Agriculture and Livestock

Facts Under Investigation:

• Fraud in administrative contracts with the public administration
• Fraud in public procurement procedures
• Concealed use of an intermediary to obtain undue advantages from the public administration
• Improper conduct
• Conflict of interest between public duties and private life actions

This material is for informational purposes only. Our Compliance and Investigations team is available to provide specific legal advice.