Brazilian Court Blocks BRB’s $360 Million Acquisition of Banco Master Over Legal Concerns

A Federal District court blocked state-owned Banco de Brasília (BRB) from finalizing its R$2 billion ($360 million) acquisition of Banco Master, citing violations of legal protocols.
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\nThe ruling followed a request by local prosecutors who argued BRB failed to secure mandatory shareholder and legislative approvals before advancing the deal.
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\nWhile BRB claims compliance with internal statutes, the judge emphasized that skipping these steps risked public harm, allowing only preparatory actions to continue.
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\nThe proposed acquisition, announced in March 2025, would grant BRB 58% of Banco Master’s capital-49% of its common shares and all preferred shares-leaving founder Daniel Vorcaro with 51% voting control.
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\nRegulatory approvals from Brazil’s Central Bank and antitrust authorities remain pending, with due diligence still underway. BRB CEO Paulo Henrique Costa confirmed that the final price could drop below R$2 billion, depending on the outcome of audits.
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\nThese audits exclude R$23 billion of Master’s high-risk assets, such as speculative government debt claims. Banco Master’s rapid growth-tenfold since 2017-relied on offering retail investors returns up to 140% of Brazil’s benchmark CDI rate, far above the 110–120% industry average.
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Master-BRB Deal Sparks Scrutiny Amid Liquidity Strains

\nThis strategy, funded by certificates of deposit (CDBs) backed by Brazil’s Credit Guarantee Fund (FGC), drew scrutiny as Master’s liquidity tightened and it struggled to offload precatórios (court-ordered government debts).
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\nCritics argue the BRB deal shifts risks to public coffers, with the FGC potentially liable for R$50 billion of Master’s deposits if the bank fails. Parallel investigations by federal and district prosecutors examine possible financial crimes and irregularities in the acquisition process.
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\nThe Federal Public Prosecutor’s Office (MPF) is probing whether BRB’s board omitted key details about the transaction, bypassing shareholder oversight.
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\nMeanwhile, Banco Master negotiates asset sales with BTG Pactual, J&F, and others, aiming to divest R$10–15 billion in precatórios and equity stakes not included in the BRB deal.
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\nBRB, backed by the Federal District’s governor, insists the deal aligns with its expansion strategy and denies political influence. Yet rivals question the logic of a state bank absorbing a private lender with aggressive risk exposure.
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\nCentral Bank reforms in 2023-tightening capital rules for precatório holdings and capping FGC coverage-were partly a response to Master’s practices.
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\nThe court’s intervention delays a transaction that would create Brazil’s ninth-largest bank by loans. With BRB’s audit results expected by May’s end, regulators now face pressure to address systemic risks while balancing regional economic ambitions.

For the full timeline, see our Banco Master Scandal: Complete Timeline.

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