SEC v. Fernando Passos - Fraud Enforcement Action

SEC Litigation Releases

Filed February 25th, 2026

Detected February 27th, 2026

Summary

The SEC announced a final consent judgment against Fernando Passos, former executive vice president of IRB Brasil Resseguros S.A., for fraud. Passos is permanently enjoined from violating antifraud provisions, barred from serving as an officer or director of a public company, and ordered to pay a $500,000 civil penalty.

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The Securities and Exchange Commission (SEC) has secured a final consent judgment against Fernando Passos, former executive vice president of finance and investor relations for IRB Brasil Resseguros S.A. The SEC's civil enforcement action, filed in the Southern District of New York (Civ. Action No. 1:22-cv-03156), charged Passos with planting a false story with the media and disseminating false documents claiming Berkshire Hathaway Inc. had invested in IRB. The final judgment, entered on February 25, 2026, permanently enjoins Passos from violating antifraud provisions of the Securities Exchange Act of 1934, bars him from serving as an officer or director of a public company, and imposes a $500,000 civil penalty. Passos consented to this judgment without admitting or denying the allegations.

This enforcement action serves as a critical reminder for public companies and their executives regarding the severe consequences of market manipulation and disseminating false information to artificially inflate stock prices. Regulated entities, particularly those with public reporting obligations or investor relations functions, must ensure the accuracy of all public statements and media communications. Non-compliance, as demonstrated by this case, can lead to significant financial penalties, industry bars, and reputational damage. The SEC's action highlights its commitment to prosecuting individuals who engage in fraudulent activities that mislead investors and disrupt market integrity.

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Fernando Passos

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 26493 / February 26, 2026

Securities and Exchange Commission v. Fernando Passos, Civ. Action, No. 1:22-cv-03156 (S.D.N.Y. filed Apr. 18, 2022)

SEC Obtains Final Consent Judgment as to Senior Executive of Brazilian Company Charged with Fraud

The Securities and Exchange Commission announced today the entry of a final consent judgment as to Fernando Passos in the SEC’s civil enforcement action that charged Passos, the former executive vice president of finance and investor relations of Brazilian reinsurance company IRB Brasil Resseguros S.A., for allegedly planting a false story with the media and disseminating false documents claiming that Berkshire Hathaway Inc. had recently made a substantial investment in IRB.

According to the SEC’s complaint, filed in federal district court in New York, Passos, in an effort to boost IRB’s stock price following a short seller’s report questioning IRB’s financial results, fabricated and shared with others a shareholder list that showed Berkshire had made substantial purchases of IRB stock. Passos also allegedly made false and misleading statements to at least four investors and one securities analyst concerning Berkshire’s purported investment in IRB. According to the complaint, IRB’s stock price rose by more than 6 percent after the media reported the false Berkshire news, and subsequently dropped by more than 40 percent after Berkshire’s public denial that it had ever invested, or intended to invest, in IRB.

Without admitting or denying the allegations, Passos consented to the entry of a final judgment permanently enjoining him from violating the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, barring him from serving as an officer or director of a public company, and imposing a civil penalty of $500,000. The final judgment was entered by the Court on February 25, 2026.

The SEC’s litigation against Passos was conducted by Zachary Carlyle and Jodanna Haskins and supervised by Gregory Kasper and Nicholas Heinke, all of the SEC’s Denver Regional Office. The SEC’s investigation was conducted by Jeffrey Lyons and supervised by Ian Karpel.