and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities

Warning: TT: undefined function: 32


 
 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 95800 / September 15, 2022 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21094 
 
 
In the Matter of 
 
GOL LINHAS AÉREAS 
INTELIGENTES S.A. 
 
Respondent. 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER  
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against GOL Linhas Aéreas Inteligentes S.A. (a/k/a 
GOL Intelligent Airlines Inc. and referred to as “Gol” or “Respondent”).  
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, Respondent admits the Commission’s 
jurisdiction over it and the subject matter of these proceedings, and consents to the entry of this 
Order Instituting Cease- and-Desist Proceedings Pursuant to Section 21C of the Securities 
Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set 
forth below. 

 
 
2 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that:  
 
Summary 
  
These proceedings arise out of a scheme to bribe government officials in Brazil in 
exchange for certain payroll tax and fuel tax reductions that financially benefited Gol, along with 
other airlines.  The bribe scheme took place against a backdrop of insufficient internal 
accounting controls and Gol’s books and records characterized the bribes as legitimate business 
expenses.  As a result, Gol violated the anti-bribery, books and records, and internal accounting 
controls provisions of the Foreign Corrupt Practices Act (“FCPA”).   
 
Respondent 
 
1. Gol, a Brazilian company based in São Paulo, Brazil, is the second largest domestic 
airline in Brazil by market share.  Gol’s shares are listed on the NYSE and it files periodic reports 
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.  Gol Linhas Aéreas 
S.A. is Gol’s wholly-owned air transportation operating subsidiary.   
 
Background 
 
2. In and around 2011, the Brazilian government proposed an economic stimulus 
program that consisted, in part, of tax cuts and incentives to boost domestic employment.  Among 
other things, the new law reduced payroll taxes for labor-intensive industries by introducing an 
alternative payroll tax that allowed companies operating in certain industries to pay a 1% to 3% tax 
on revenues rather than the standard 20% tax on payroll.  Around this time, a Gol Director 
committed to pay the approximate equivalent of $5.4 million in bribes to Brazilian politicians, 
including a then influential and high-ranking Brazilian legislator (“Brazilian Official”) and other 
politicians, to lower certain taxes that financially benefitted Gol, along with other airlines, and to 
benefit other companies the Gol Director owned.  
 
3. By the end of June 2012, following pressure and intervention from the Brazilian 
Official and others, the Brazilian legislature expanded the new law to include the air transport 
industry (an industry not explicitly named in the original draft of the new law) at an attributed 1% 
tax rate, the lowest rate in the range of possible tax impositions under the new law.  The Brazilian 
President signed the amended legislation on or about September 17, 2012, and it became effective 
January 1, 2013. 
 
                                                           
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding.   
 
 

 
 
3 
4. Gol, through the Gol Director and operating subsidiary, paid bribes the approximate 
equivalent of $1.14 million to the Brazilian Official from October 2012 through November 2013.  
Gol paid these bribes to the Brazilian Official through at least two companies that the Brazilian 
Official controlled and the payments were characterized as legitimate advertisement expenses 
including reimbursements for online advertisement.   
 
5. In 2013, Gol also paid the approximate equivalent of $496,600 in bribes to a 
company associated with a Brazilian legislator.  A close associate to the Brazilian Official also 
received the approximate equivalent of $137,000 from Gol through a Brazilian consulting 
company he owned.  These bribes were characterized on Gol’s books and records as payments for 
other services provided even though the services were never rendered.  Additionally, the close 
associate of the Brazilian Official received $350,000 from a company the Gol Director controlled 
through a U.S.-based company, which the close associate of the Brazilian Official owned.  This 
payment was transmitted through a U.S. correspondent bank.   
 
6. Gol, through the Gol Director and operating subsidiary, intended to influence, and 
did influence, the Brazilian Official to promote including the air transport industry in the new law 
at an earlier stage of the legislative process and ensuring that the industry was not removed during 
the amendment process.  In all, Gol saved the approximate equivalent of $39.7 million in 2013 
because the air transport industry was included in the new legislation earlier than originally 
intended.      
 
7. In 2013, the Gol Director met again with the Brazilian Official and other Brazilian 
politicians to discuss lowering aviation fuel taxes in the Federal District (Brasilia), Brazil.  At the 
time, Brasilia’s aviation fuel tax was 25%.  Lower aviation fuel taxes in Brasilia allowed Gol to 
mitigate fuel costs because it could now begin to use Brasilia, a centrally located destination, as a 
refueling hub rather than rely on other more costly and inefficient fueling locations.  
Subsequently, the Gol Director, the Brazilian Official, and others then agreed to a bribery scheme 
that would result in lowering, and did lower, Brasilia’s aviation fuel tax from 25% to 12% and 
thereafter Gol added more flights to and from Brasilia. 
 
8. In addition to the bribes described above, Gol, through the Gol Director and 
operating subsidiary, paid the approximate equivalent of $552,400 in bribes from June through 
August 2013 to a company associated with a former Brasilia official.  The payments were 
characterized as a fee for other services provided even though the services were never rendered.  
As a result of the influence of the former Brasilia official, on or about May 26, 2013, Brasilia 
lowered its aviation fuel tax to 12%.  In all, Gol saved the approximate equivalent of $12.24 
million from lower aviation fuel taxes and increased reliance on Brasilia as a refueling hub. 
 
9. The Gol Director discussed the bribe schemes described in this Order with a close 
associate of the Brazilian Official in person, by text message, and by phone.  The close associate, 
in turn, discussed the bribe schemes described in this Order with the Brazilian Official and others 
in person, by phone, and via an ephemeral messaging application that uses end-to-end encrypted 
and content-expiring messages with servers exclusively located in the U.S. 

 
 
4 
 
10. Additionally, the Gol Director authorized that one of the bribe payments be wired 
from a Bahamian company he controlled to a U.S.-based company that a close associate of the 
Brazilian Official owned.  In May 2013, the Gol Director’s company paid $350,000 from a bank 
account in the Bahamas to a bank account in Switzerland belonging to the U.S.-based company.  
This bribe payment was transmitted through a U.S.-based correspondent bank.     
 
11. The bribery scheme provided Gol with an improper financial benefit in the form of 
reduced tax costs and expenses.  During the same period, Gol claimed publicly, including in SEC 
filings, that it was positioned as one of the lowest cost airlines in the world.     
 
12. Gol failed to devise and maintain an adequate system of internal accounting 
controls in 2012 and 2013.  Among other weaknesses, while corporate policy required that Gol 
select all vendors based on competitive pricing, a lack of sufficient internal accounting controls 
resulted in the payment of vendors who were given sole source contracts outside of the supply 
department.  Additionally, Gol paid the vendors involved in this bribe scheme even though most of 
these vendors’ purported services were never rendered.  Moreover, the procurement process did 
not include an effective review of the documentation submitted before or after the disbursement of 
funds to monitor compliance with Gol’s purchase policy.  The insufficiency and ineffectiveness of 
the internal accounting controls resulted in a procurement process that relied primarily on the Gol 
Director for authorization and verification of these services with little oversight or review.  Gol’s 
internal accounting controls were also not adequately designed to reflect its corporate policy 
against making improper payments to government officials.   
 
13. As a result of the conduct described above, Gol violated Section 30A of the 
Exchange Act, which prohibits any issuer with securities registered pursuant to Section 12 of the 
Exchange Act or which is required to file reports under Section 15(d) of the Exchange Act, or any 
officer, director, employee, or agent acting on its behalf, to make use of the mails or any means or 
instrumentality of interstate commerce corruptly in furtherance of an effort to pay or offer to pay 
anything of value to foreign officials for the purpose of influencing their official decision-making, 
in order to assist in obtaining or retaining business. 
 
14. Also as a result of the conduct described above, Gol violated Section 13(b)(2)(A) of 
the Exchange Act, which requires reporting companies to make and keep books, records, and 
accounts which, in reasonable detail, accurately and fairly reflect their transactions and dispositions 
of their assets. 
  
15. Lastly, as a result of the conduct described above, Gol violated Section 13(b)(2)(B) 
of the Exchange Act by failing to devise and maintain a system of internal accounting controls 
sufficient to provide reasonable assurances that transactions were executed in accordance with 
management’s general or specific authorizations with regard to third parties, including selection 
and due diligence, monitoring of how services were rendered, and prohibition of bribe 
transactions with respect to advertising.   
  

 
 
5 
Disgorgement and Penalties 
 
The disgorgement and prejudgment interest referenced in paragraph IV.B., below, is 
consistent with equitable principles, does not exceed Respondent’s net profits from its violations, 
and returning the money to Respondent would be inconsistent with equitable principles. 
Therefore, in these circumstances, distributing disgorged funds to the U.S. Treasury is the most 
equitable alternative. The disgorgement and prejudgment interest referenced in paragraph IV.B. 
shall be transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the 
Exchange Act. 
 
Respondent represented its financial condition as reflected by documents and information 
submitted to the Commission and its inability to fully pay disgorgement plus prejudgment 
interest. 
 
Gol acknowledges that the Commission is not imposing a civil penalty based upon the 
imposition of an $87,000,000 criminal fine as part of Gol’s resolution with the U.S. Department 
of Justice. 
 
Gol’s Remedial Efforts 
 
In determining to accept the Offer, the Commission considered remedial acts 
promptly undertaken by Respondent and cooperation afforded the Commission staff. 
Gol’s cooperation included voluntarily summarizing and providing facts developed 
during its own internal investigation, translating certain documents, and making its 
current management available to the Commission staff, including those who needed to 
travel to the United States. 
 
Gol’s remediation included conducting a comprehensive risk assessment; re-
evaluating and re-designing its anti-corruption compliance program; creating a risk and 
compliance department and hiring a new chief compliance officer to lead this new 
department; and terminating its relationships with third parties involved in the 
misconduct. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Gol’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent Gol cease and desist from 
committing or causing any violations and any future violations of Sections 13(b)(2)(A), 13(b)(2)(B), 
and 30A of the Exchange Act. 
 

 
 
6 
 B. Respondent shall pay disgorgement of $51,940,000 and prejudgment interest of 
$18,060,000, for a total of $70,000,000, to the Securities and Exchange Commission, but 
payment of such amount, except for $24,500,000, is waived based upon Respondent’s 
represented financial condition as reflected by documents and information submitted to the 
Commission.  Payment shall be made to the Securities and Exchange Commission for transfer to 
the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3), in the 
following installments: a first installment of $4,900,000 is due within 10 days of the entry of this 
Order, a second installment of $8,950,000 is due within one (1) year of the entry of this Order, 
and a third installment of $8,950,000 is due within two (2) years of the entry of this Order.  
Payment shall be applied first to post order interest which accrues pursuant to SEC Rule of 
Practice 600.  If timely payment is not made, additional interest shall accrue pursuant to SEC 
Rule of Practice 600.  Prior to making the final payment set forth herein, Respondent shall 
contact the staff of the Commission for the amount due.   
The Division of Enforcement (“Division”) may, at any time following the entry of this 
Order, petition the Commission to: (1) reopen this matter to consider whether Respondent 
provided accurate and complete financial information at the time such representations were 
made; and (2) seek an order directing payment of disgorgement and pre-judgment interest.  No 
other issue shall be considered in connection with this petition other than whether the financial 
information provided by Respondent was fraudulent, misleading, inaccurate, or incomplete in 
any material respect. Respondent may not, by way of defense to any such petition: (1) contest the 
findings in this Order; (2) assert that payment of disgorgement and interest should not be 
ordered; (3) contest the amount of disgorgement and interest to be ordered; or (4) assert any 
defense to liability or remedy, including, but not limited to, any statute of limitations defense.  If 
Respondent fails to make any payment by the date agreed and/or in the amount agreed according 
to the schedule set forth above, all outstanding payments under this Order, including post-order 
interest, minus any payments made, shall become due and payable immediately at the discretion 
of the staff of the Commission without further application to the Commission.  
Respondent shall receive an offset up to $1,700,000 based on the U.S. dollar value of any 
disgorgement or restitution paid to the Brazilian Government reflected by evidence acceptable to 
the Commission staff in its sole discretion, in a proceeding conducted by the Controladoria-Geral 
da Uniᾶo (“CGU”)/Advocacia-Geral da Uniᾶo (“AGU”) in Brazil.  Such evidence of payment 
shall include a copy of the wire transfer or other evidence of the amount of the payment, the date 
of the payment, and the name of the government agency to which payment was made.  To 
receive this offset, Respondent must make the above-identified payments within two (2) years 
from the date of this Order.  To the extent such offset payment is not made, Respondent shall pay 
the full amount due of $24,500,000 as per the above schedule.   
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  

 
 
7 
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying Gol 
as a Respondent in these proceedings, and the file number of these proceedings; a copy of the 
cover letter and check or money order must be sent to Charles E. Cain, Chief of the FCPA Unit, 
Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 
20549-5631B. 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 95800 / September 15, 2022 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-21094 

 

 

In the Matter of 

 

GOL LINHAS AÉREAS 

INTELIGENTES S.A. 

 

Respondent. 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER  

  

I. 
 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against GOL Linhas Aéreas Inteligentes S.A. (a/k/a 

GOL Intelligent Airlines Inc. and referred to as “Gol” or “Respondent”).  

 

II. 
 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, Respondent admits the Commission’s 

jurisdiction over it and the subject matter of these proceedings, and consents to the entry of this 

Order Instituting Cease- and-Desist Proceedings Pursuant to Section 21C of the Securities 

Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set 

forth below. 



 

 2 

III. 
 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that:  

 

Summary 
  

These proceedings arise out of a scheme to bribe government officials in Brazil in 

exchange for certain payroll tax and fuel tax reductions that financially benefited Gol, along with 

other airlines.  The bribe scheme took place against a backdrop of insufficient internal 

accounting controls and Gol’s books and records characterized the bribes as legitimate business 

expenses.  As a result, Gol violated the anti-bribery, books and records, and internal accounting 

controls provisions of the Foreign Corrupt Practices Act (“FCPA”).   

 

Respondent 

 

1. Gol, a Brazilian company based in São Paulo, Brazil, is the second largest domestic 

airline in Brazil by market share.  Gol’s shares are listed on the NYSE and it files periodic reports 

with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.  Gol Linhas Aéreas 

S.A. is Gol’s wholly-owned air transportation operating subsidiary.   

 

Background 

 

2. In and around 2011, the Brazilian government proposed an economic stimulus 

program that consisted, in part, of tax cuts and incentives to boost domestic employment.  Among 

other things, the new law reduced payroll taxes for labor-intensive industries by introducing an 

alternative payroll tax that allowed companies operating in certain industries to pay a 1% to 3% tax 

on revenues rather than the standard 20% tax on payroll.  Around this time, a Gol Director 

committed to pay the approximate equivalent of $5.4 million in bribes to Brazilian politicians, 

including a then influential and high-ranking Brazilian legislator (“Brazilian Official”) and other 

politicians, to lower certain taxes that financially benefitted Gol, along with other airlines, and to 

benefit other companies the Gol Director owned.  

 

3. By the end of June 2012, following pressure and intervention from the Brazilian 

Official and others, the Brazilian legislature expanded the new law to include the air transport 

industry (an industry not explicitly named in the original draft of the new law) at an attributed 1% 

tax rate, the lowest rate in the range of possible tax impositions under the new law.  The Brazilian 

President signed the amended legislation on or about September 17, 2012, and it became effective 

January 1, 2013. 

 

                                                           
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding.   

 
 



 

 3 

4. Gol, through the Gol Director and operating subsidiary, paid bribes the approximate 

equivalent of $1.14 million to the Brazilian Official from October 2012 through November 2013.  

Gol paid these bribes to the Brazilian Official through at least two companies that the Brazilian 

Official controlled and the payments were characterized as legitimate advertisement expenses 

including reimbursements for online advertisement.   

 

5. In 2013, Gol also paid the approximate equivalent of $496,600 in bribes to a 

company associated with a Brazilian legislator.  A close associate to the Brazilian Official also 

received the approximate equivalent of $137,000 from Gol through a Brazilian consulting 

company he owned.  These bribes were characterized on Gol’s books and records as payments for 

other services provided even though the services were never rendered.  Additionally, the close 

associate of the Brazilian Official received $350,000 from a company the Gol Director controlled 

through a U.S.-based company, which the close associate of the Brazilian Official owned.  This 

payment was transmitted through a U.S. correspondent bank.   

 

6. Gol, through the Gol Director and operating subsidiary, intended to influence, and 

did influence, the Brazilian Official to promote including the air transport industry in the new law 

at an earlier stage of the legislative process and ensuring that the industry was not removed during 

the amendment process.  In all, Gol saved the approximate equivalent of $39.7 million in 2013 

because the air transport industry was included in the new legislation earlier than originally 

intended.      

 

7. In 2013, the Gol Director met again with the Brazilian Official and other Brazilian 

politicians to discuss lowering aviation fuel taxes in the Federal District (Brasilia), Brazil.  At the 

time, Brasilia’s aviation fuel tax was 25%.  Lower aviation fuel taxes in Brasilia allowed Gol to 

mitigate fuel costs because it could now begin to use Brasilia, a centrally located destination, as a 

refueling hub rather than rely on other more costly and inefficient fueling locations.  

Subsequently, the Gol Director, the Brazilian Official, and others then agreed to a bribery scheme 

that would result in lowering, and did lower, Brasilia’s aviation fuel tax from 25% to 12% and 

thereafter Gol added more flights to and from Brasilia. 

 

8. In addition to the bribes described above, Gol, through the Gol Director and 

operating subsidiary, paid the approximate equivalent of $552,400 in bribes from June through 

August 2013 to a company associated with a former Brasilia official.  The payments were 

characterized as a fee for other services provided even though the services were never rendered.  

As a result of the influence of the former Brasilia official, on or about May 26, 2013, Brasilia 

lowered its aviation fuel tax to 12%.  In all, Gol saved the approximate equivalent of $12.24 

million from lower aviation fuel taxes and increased reliance on Brasilia as a refueling hub. 

 

9. The Gol Director discussed the bribe schemes described in this Order with a close 

associate of the Brazilian Official in person, by text message, and by phone.  The close associate, 

in turn, discussed the bribe schemes described in this Order with the Brazilian Official and others 

in person, by phone, and via an ephemeral messaging application that uses end-to-end encrypted 

and content-expiring messages with servers exclusively located in the U.S. 



 

 4 

 

10. Additionally, the Gol Director authorized that one of the bribe payments be wired 

from a Bahamian company he controlled to a U.S.-based company that a close associate of the 

Brazilian Official owned.  In May 2013, the Gol Director’s company paid $350,000 from a bank 

account in the Bahamas to a bank account in Switzerland belonging to the U.S.-based company.  

This bribe payment was transmitted through a U.S.-based correspondent bank.     

 

11. The bribery scheme provided Gol with an improper financial benefit in the form of 

reduced tax costs and expenses.  During the same period, Gol claimed publicly, including in SEC 

filings, that it was positioned as one of the lowest cost airlines in the world.     

 

12. Gol failed to devise and maintain an adequate system of internal accounting 

controls in 2012 and 2013.  Among other weaknesses, while corporate policy required that Gol 

select all vendors based on competitive pricing, a lack of sufficient internal accounting controls 

resulted in the payment of vendors who were given sole source contracts outside of the supply 

department.  Additionally, Gol paid the vendors involved in this bribe scheme even though most of 

these vendors’ purported services were never rendered.  Moreover, the procurement process did 

not include an effective review of the documentation submitted before or after the disbursement of 

funds to monitor compliance with Gol’s purchase policy.  The insufficiency and ineffectiveness of 

the internal accounting controls resulted in a procurement process that relied primarily on the Gol 

Director for authorization and verification of these services with little oversight or review.  Gol’s 

internal accounting controls were also not adequately designed to reflect its corporate policy 

against making improper payments to government officials.   

 

13. As a result of the conduct described above, Gol violated Section 30A of the 

Exchange Act, which prohibits any issuer with securities registered pursuant to Section 12 of the 

Exchange Act or which is required to file reports under Section 15(d) of the Exchange Act, or any 

officer, director, employee, or agent acting on its behalf, to make use of the mails or any means or 

instrumentality of interstate commerce corruptly in furtherance of an effort to pay or offer to pay 

anything of value to foreign officials for the purpose of influencing their official decision-making, 

in order to assist in obtaining or retaining business. 

 

14. Also as a result of the conduct described above, Gol violated Section 13(b)(2)(A) of 

the Exchange Act, which requires reporting companies to make and keep books, records, and 

accounts which, in reasonable detail, accurately and fairly reflect their transactions and dispositions 

of their assets. 

  

15. Lastly, as a result of the conduct described above, Gol violated Section 13(b)(2)(B) 

of the Exchange Act by failing to devise and maintain a system of internal accounting controls 

sufficient to provide reasonable assurances that transactions were executed in accordance with 

management’s general or specific authorizations with regard to third parties, including selection 

and due diligence, monitoring of how services were rendered, and prohibition of bribe 

transactions with respect to advertising.   

  



 

 5 

Disgorgement and Penalties 
 

The disgorgement and prejudgment interest referenced in paragraph IV.B., below, is 

consistent with equitable principles, does not exceed Respondent’s net profits from its violations, 

and returning the money to Respondent would be inconsistent with equitable principles. 

Therefore, in these circumstances, distributing disgorged funds to the U.S. Treasury is the most 

equitable alternative. The disgorgement and prejudgment interest referenced in paragraph IV.B. 

shall be transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the 

Exchange Act. 

 

Respondent represented its financial condition as reflected by documents and information 

submitted to the Commission and its inability to fully pay disgorgement plus prejudgment 

interest. 

 

Gol acknowledges that the Commission is not imposing a civil penalty based upon the 

imposition of an $87,000,000 criminal fine as part of Gol’s resolution with the U.S. Department 

of Justice. 

 

Gol’s Remedial Efforts 

 

In determining to accept the Offer, the Commission considered remedial acts 

promptly undertaken by Respondent and cooperation afforded the Commission staff. 

Gol’s cooperation included voluntarily summarizing and providing facts developed 

during its own internal investigation, translating certain documents, and making its 

current management available to the Commission staff, including those who needed to 

travel to the United States. 

 

Gol’s remediation included conducting a comprehensive risk assessment; re-

evaluating and re-designing its anti-corruption compliance program; creating a risk and 

compliance department and hiring a new chief compliance officer to lead this new 

department; and terminating its relationships with third parties involved in the 

misconduct. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Gol’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, Respondent Gol cease and desist from 

committing or causing any violations and any future violations of Sections 13(b)(2)(A), 13(b)(2)(B), 

and 30A of the Exchange Act. 

 



 

 6 

 B. Respondent shall pay disgorgement of $51,940,000 and prejudgment interest of 

$18,060,000, for a total of $70,000,000, to the Securities and Exchange Commission, but 

payment of such amount, except for $24,500,000, is waived based upon Respondent’s 

represented financial condition as reflected by documents and information submitted to the 

Commission.  Payment shall be made to the Securities and Exchange Commission for transfer to 

the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3), in the 

following installments: a first installment of $4,900,000 is due within 10 days of the entry of this 

Order, a second installment of $8,950,000 is due within one (1) year of the entry of this Order, 

and a third installment of $8,950,000 is due within two (2) years of the entry of this Order.  

Payment shall be applied first to post order interest which accrues pursuant to SEC Rule of 

Practice 600.  If timely payment is not made, additional interest shall accrue pursuant to SEC 

Rule of Practice 600.  Prior to making the final payment set forth herein, Respondent shall 

contact the staff of the Commission for the amount due.   

The Division of Enforcement (“Division”) may, at any time following the entry of this 

Order, petition the Commission to: (1) reopen this matter to consider whether Respondent 

provided accurate and complete financial information at the time such representations were 

made; and (2) seek an order directing payment of disgorgement and pre-judgment interest.  No 

other issue shall be considered in connection with this petition other than whether the financial 

information provided by Respondent was fraudulent, misleading, inaccurate, or incomplete in 

any material respect. Respondent may not, by way of defense to any such petition: (1) contest the 

findings in this Order; (2) assert that payment of disgorgement and interest should not be 

ordered; (3) contest the amount of disgorgement and interest to be ordered; or (4) assert any 

defense to liability or remedy, including, but not limited to, any statute of limitations defense.  If 

Respondent fails to make any payment by the date agreed and/or in the amount agreed according 

to the schedule set forth above, all outstanding payments under this Order, including post-order 

interest, minus any payments made, shall become due and payable immediately at the discretion 

of the staff of the Commission without further application to the Commission.  

Respondent shall receive an offset up to $1,700,000 based on the U.S. dollar value of any 

disgorgement or restitution paid to the Brazilian Government reflected by evidence acceptable to 

the Commission staff in its sole discretion, in a proceeding conducted by the Controladoria-Geral 

da Uniᾶo (“CGU”)/Advocacia-Geral da Uniᾶo (“AGU”) in Brazil.  Such evidence of payment 

shall include a copy of the wire transfer or other evidence of the amount of the payment, the date 

of the payment, and the name of the government agency to which payment was made.  To 

receive this offset, Respondent must make the above-identified payments within two (2) years 

from the date of this Order.  To the extent such offset payment is not made, Respondent shall pay 

the full amount due of $24,500,000 as per the above schedule.   

 

Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  



 

 7 

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying Gol 

as a Respondent in these proceedings, and the file number of these proceedings; a copy of the 

cover letter and check or money order must be sent to Charles E. Cain, Chief of the FCPA Unit, 

Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 

20549-5631B. 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary 

http://www.sec.gov/about/offices/ofm.htm

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