Petrobras bribes and the CFTC order: US and Brazilian enforcement

analysisOn 28 March 2024 the U.S. Department of Justice announced that Trafigura Beheer B.V. had pleaded guilty to conspiracy to violate the anti-bribery provisions of the Foreign Corrupt Practices Act over bribes to Brazilian officials to secure business with Petróleo Brasileiro S.A. (Petrobras). It agreed to pay a criminal fine of $80,488,040 and forfeiture of $46,510,257, with up to $26,829,346 of the fine credited against amounts paid to resolve the related Brazilian investigation. According to the facts summarised by the DOJ, between about 2003 and 2014 Trafigura and its co-conspirators paid bribes to Petrobras officials to win and keep business; from 2009 they agreed at meetings in Miami to pay up to 20 cents per barrel of oil products bought from or sold to Petrobras, concealed through shell companies and intermediaries who delivered cash to officials in Brazil, and Trafigura profited by about $61 million. The DOJ decided not to appoint an independent monitor. ^{1 2}

analysisThe group's 2025 prospectus says the conduct of former employees or agents took place about ten or more years earlier and was inconsistent with the company's principles and code of conduct, and that the DOJ credited Trafigura for cooperating and accepting responsibility. The remedial measures the DOJ took into account included new policies on intermediaries, consultants and third-party payments, tighter controls over high-risk transactions and the company's decision, which the prospectus dates to 2019, to stop using third-party agents for business origination. The DOJ also noted earlier misconduct that it described as not recent: a 2006 guilty plea by Trafigura AG for entry of goods by means of false statements, and a 2010 conviction for breaching Netherlands export and environmental laws over the discharge of petroleum waste in Côte d'Ivoire. ^{1 2}

analysisOn 28 March 2025 Brazil's Controladoria-Geral da União and Advocacia-Geral da União signed a leniency agreement with Trafigura Beheer B.V. under the Anti-Corruption Law over improper payments to public agents between 2003 and 2014 to obtain privileged information on operations with Petrobras. As reported from the authorities' announcement, it provides for R$ 435,410,672.26 in fines and compensation to the Union and Petrobras; the prospectus says the DOJ credited USD 26.8 million towards this resolution and the company agreed to pay a further USD 49 million. The agreement text is not in the record. Petrobras's investor disclosures show a control group holding 35.45% of its capital, including the Brazilian federal government with 29.02%. ^{1 2 3}

analysisA non-governmental organisation (NGO) reports that Mariano Marcondes Ferraz, a Trafigura executive until November 2016, was sentenced in Brazil to 10 years and 4 months in prison for eight corrupt payments to Petrobras made through his own company, Decal do Brasil, and was later convicted in Switzerland for a ninth bribe in the same case, and that his cooperation led to criminal investigations against Trafigura and some of its executives. The Brazilian and Swiss decisions on him are not in the record. ⁴

analysisOn 17 June 2024 the U.S. Commodity Futures Trading Commission issued an order filing and settling charges against Trafigura Trading LLC of Houston and requiring it to pay a $55 million civil monetary penalty for three violations: trading gasoline between 2014 and 2019 while in possession of material non-public information misappropriated from a Mexican trading entity; manipulating a U.S. Gulf Coast fuel oil benchmark in February 2017; and requiring employees in 2017–2020 to sign non-disclosure terms with no exception for regulators. Trafigura Trading LLC settled without admitting or denying the findings, and the group says it has since strengthened its compliance programme. ^{1 2 3}

analysisThe order describes Trafigura Trading LLC as a related company of Trafigura PTE, Ltd., a commodity trading firm registered in Singapore, with a separate trading book. In January 2017, under a fuel oil export programme from the U.S. Gulf Coast to Singapore, the Houston company contracted to sell about 3.5 million barrels of high-sulfur fuel oil to its Singapore related company for delivery in February, March and April 2017; the Houston company's larger long derivative position was the one the CFTC found it had benefited by manipulating the benchmark. TPTE appears as the buyer within the group, not as a respondent, and the order makes no finding against it. ³