The former CEO of Brazilian retail giant Americanas SA was mostly invisible to the public. He avoided press interviews, was distant from investors and analysts — and very few public photos of him even exist.
Now, Miguel Gutierrez is infamous.
In the year since a 25 billion reais ($5 billion) accounting fraud scandal erupted at his former company and tarnished the reputation of its billionaire shareholders, the Rio de Janeiro native has relocated to Spain while Brazilian investigators continue their probe.
An internal inquiry at the retailer pointed the finger squarely at Gutierrez as the mastermind of the affair that sent the 95-year-old Brazilian retailer into bankruptcy protection and put 5,000 store employees out of work. A congressional investigation revealed documents — produced by an independent committee hired by Americanas — that alleged that Gutierrez and members of his executive team falsified advertising contracts and hid supply-chain financing in order to minimize the appearance of the company's debt and boost profits.
Investigators at Brazil's securities regulator, federal police, public prosecutor's office and the internal committee are still trying to untangle the inner workings of the suspected scheme. They all declined to comment on the state of their investigations. Meanwhile, two senior executives have accepted plea bargains and agreed to cooperate with authorities.
Gutierrez has denied wrongdoing. A reporter who knocked on the door of his house in Madrid was turned away.
If the ex-CEO is ultimately named in legal proceedings, he would be the first major internal figure at Americanas to face serious consequences from the investigation.
Considering this was one of Brazil's biggest-ever corporate scandals, "a year later we haven't advanced much," said Andre Camargo, a lawyer and professor of corporate governance and ethics. "It is a scandal that draws attention due to the multiplicity of factors involved, and this begins to accumulate hypotheses instead of actions."
Under the radar
The latest in the investigation represents a change in narrative from when the accounting inconsistencies came to light: Some creditors and even Brazil's president
All three have denied any knowledge of or involvement in the suspected fraud. Though they faced losses on their investments in Americanas, it was such a small sliver of their holdings that each closed 2023 wealthier nonetheless, with a roughly 10% increase in their collective fortunes, according to the Bloomberg Billionaires Index. They acquired Americanas in 1982, making it one of their longest-held investments. Their most valuable holding is Anheuser-Busch InBev SA, the world's largest brewer.
Americanas shares were little changed Tuesday at 0.82 reais in Sao Paulo trading, valuing the company at 740 million reais.
In an email to Bloomberg, Gutierrez's lawyers "vehemently denied" that he took part in any illicit activities while working at Americanas, and said the current executives are using documents out of context in an attempt to create a false narrative to protect the board and top shareholders.
Gutierrez had ascended company ranks over three decades, holding jobs in operations and logistics. He was groomed by Sicupira, who first helmed Americanas as CEO when he and the two other billionaires bought the firm. Gutierrez was discreet, efficient and found ways to cut costs. That fit with Lemann, Telles and Sicupira's strategy of buying competitors and boosting profits by scaling gains.
However, he flew under the radar. One of the few images that exists of him publicly is a screenshot from a company earnings call in which he made a roughly two-minute, pre-recorded appearance. In the video, it is clear that Gutierrez is reading from a script.
Over time, the three billionaires placed more and more trust in Gutierrez while they spent most of their time outside of Brazil and focused on their many other investments, according to people familiar with the matter who aren't authorized to speak publicly.
The longevity and power of a CEO is a common factor in corporate scandals, according to Camargo, adding that the "super CEO" often becomes almost untouchable.
It was in mid-2022 that the Americanas' board decided to replace Gutierrez with well-known executive Sergio Rial. Gutierrez was upset that someone from his own team wouldn't succeed him, Rial explained during the congressional probe, adding that the four-month transition period was difficult.
After just 10 days on the job, Rial announced the "accounting inconsistencies" and resigned.
At the time, the billionaire trio issued a statement saying they "never had any knowledge and would never have tolerated any maneuvers or accounting tricks in the company. Our action over decades has always been one of ethical and legal rigor."
The shock was instant and widespread. Americanas shares dropped nearly 80% in a single day and bonds sank to below 20 cents on the dollar. Creditors rushed to try to collect, and Brazil's corporate debt market and fellow retailers were punished as the incident soured sentiment in the sector on top of double-digit interest rates. The company sought temporary court protection against creditors two days after the initial news, and filed for bankruptcy protection six days later.
Mid-level managers who also received shares as compensation lost life savings in some cases. Minority shareholders, bondholders and other creditors posted huge losses. The biggest banks in Brazil made provisions for bad loans from Americanas of more than 15 billion reais, part of which they still expect to recover.
During the congressional investigation, which lasted four months, current Americanas CEO Leonardo Coelho presented findings he said came from the internal committee suggesting Gutierrez and his team created false advertising contracts as a way to reduce liabilities with suppliers — which were presented to auditors — while also not properly booking debt with banks from supply chain financing transactions.
In addition, digital files with notes in Gutierrez's own handwriting, located on his company devices, confirmed the existence of two versions of Americanas' earning statements, according to Coelho. One was accurate and was labeled "for internal use" by people participating in the fraud, while the other was intended for the board, investors and shareholders, Coelho said.
Members of the former executive team also falsified letters and signatures and asked banks to remove references to those supply chain financing operations, according to the evidence presented. The congressional probe concluded that fraud had been committed but didn't single out who was responsible.
"Fraud involving senior management is always very challenging, but the corporate governance system has mechanisms that help identify the problem, even in cases where senior management is involved," said Pamela Roque, a lawyer and professor at Insper in Sao Paulo. "It's worth remembering that a fraudster usually understands the system in which the fraud is carried out, and works with it."
'A sense of impunity'
Americanas hasn't said whether it believes the fraud was intended to enrich the executives or whether there was an attempt to hide problems that eventually spiraled out of control. Some investigations are digging into why some ex-directors sold shares in the second half of 2022, before the fraud became public.
The billionaires, whose 30% stake in Americanas shrank by more than 3 billion reais in value during the market selloff, were strong-armed in negotiations with creditors to put up 12 billion reais to recapitalize the firm and have agreed to not sell shares for at least three years. That's on top of 1.6 billion reais in net investments they made into Americanas over the past decade, people close to the billionaires say, asking not to be named discussing private matters. That figure excludes what they received in dividends and other withdrawals.
Gutierrez and several former Americanas executives, in contrast, made about 750 million reais in salary, bonuses and benefits during the same period, the people said.
The former executives also sold 241 million reais worth of shares in the months leading up to the fraud becoming public, according to a January 2023 filing signed by law firm Warde Advogados, who represents a major creditor bank.
After reworking financial data for 2021 and 2022, the retailer has now managed to reach a deal with creditors to restructure its 42.5 billion reais of debt. The company is aiming to turn the corner by 2025 as it looks to sell some key assets and focus on its brick-and-mortar operation.
It's Sicupira, who was part of the board that oversaw Gutierrez for years, who will put up the most money to try to prop up Americanas, people familiar with the matter said, given he's held a bigger stake in the firm than Telles and Lemann.
"The investigations are taking a very long time and delays aren't positive, they create a sense of impunity," Camargo, the lawyer said. "Society expects there to be accountability among other actions, in addition to trying to save the company financially."
