In re J&F INVESTIMENTOS

 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 90170 / October 14, 2020 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4189 / October 14, 2020 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-20124 
 
 
In the Matter of 
 
J&F INVESTIMENTOS, S.A. 
             JBS, S.A. 
             JOESLEY BATISTA 
             WESLEY BATISTA 
 
Respondents. 
 
 
 
 
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 J&F Investimentos, S.A., (“J&F”), JBS, S.A. 
(“JBS”), Joesley Batista, and Wesley Batista (collectively “Respondents”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Respondents have submitted Offers 
of Settlement (the “Offers”) 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, Respondents admit the Commission’s 
jurisdiction over them and the subject matter of these proceedings, and consent 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. 

 
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III. 
 
 On the basis of this Order and Respondents’ Offers of Settlement, the Commission finds
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that:  
 
Summary 
  
 1. This action arises from a bribery scheme by Joesley Batista and Wesley Batista 
(hereinafter “the Batistas”), their company J&F, and JBS, a company which J&F and its affiliates 
control, and which is the largest meat and protein producer in the world with net revenues in 2019 
in excess of $50 billion.  JBS’s shares trade on the Brazilian stock exchange and its American 
Depositary Shares trade in the U.S. over-the-counter market.  In 2009, the Batistas sought to 
continue to expand their meat business into the United States through acquisitions of multiple U.S. 
companies.  From 2009 through 2015, the Batistas made illicit payments totaling approximately 
$150 million for the benefit of then Brazil Finance Minister (“Minister”) and various political 
parties and candidates in Brazil at the request and direction of the Minister.  The Batistas made the 
payments in return for the Minister’s assistance, among other things, in obtaining and maintaining 
$2 billion in equity financing (“BNDES Investment”) from the Brazilian National Development 
Bank and its affiliate (together “BNDES”) in order to facilitate JBS’ acquisition of U.S. issuer 
Pilgrim’s Pride Corporation (“Pilgrims”).   
 
 2. At the time of the acquisition in December 2009, Pilgrims was under Chapter 11 
bankruptcy protection as a result of the financial crisis’ impact on its operations.  The BNDES 
Investment, which the bribes facilitated, and which was preserved by the bribe scheme, allowed the 
Batistas to acquire Pilgrims and successfully have it exit bankruptcy and continue to operate as a 
going concern under the Batista family-controlled conglomerate.  Following the acquisition, 
Wesley Batista served as CEO of JBS and Chairman of the board for Pilgrims, and Joesley Batista 
served as CEO of J&F and a member of the board of Pilgrims.  As provided for in the share 
purchase and investment agreements, JBS acquired Pilgrims.  After the acquisition, unbeknownst 
to Pilgrim’s management, the Respondents carried out the bribery scheme and its funding using, at 
times, JBS operating accounts which contained funds that were commingled with funds obtained 
from Pilgrims through intercompany transfers, special dividends, and other means.  The 
Respondents then paid bribes at the direction of the Minister.  Pilgrim’s books did not reflect this. 
 
 3. The Batistas, individually and through J&F and JBS, exerted significant control 
over Pilgrims.  Pilgrims shared office space, overlapping board members and executives, 
accounting and SAP systems, and certain internal accounting controls and policy documents with 
JBS and its U.S. affiliate, JBS USA.  Throughout 2009 to 2015, unbeknownst to Pilgrims 
management, the Batistas continued the bribery scheme using, in part, certain JBS operating 
accounts which contained funds that were commingled with funds obtained from Pilgrims, through 
intercompany transfers, dividend payments, and other means.  To further conceal their conduct, the 
                                                 
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  The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding on any other 
person or entity in this or any other proceeding. 
 
 

 
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Batistas did not disclose to Pilgrims’ accountants and independent public accountants during due 
diligence and audits that certain funds transferred to JBS were commingled with funds used to pay 
bribes in Brazil.  As a result of this conduct, Joesley Batista, Wesley Batista, J&F, and JBS caused 
Pilgrims’ books and records to inaccurately record the transfers and payments and caused Pilgrims’ 
failure to maintain an adequate system of internal accounting controls in violation of the books and 
records and internal accounting controls provisions of the Foreign Corrupt Practices Act 
(“FCPA”).  
 
Respondents 
 
4. J&F Investimentos, S.A. (“J&F”) is a private investment holding company based 
in Sao Paulo, Brazil.  It is wholly owned by brothers Wesley Batista and Joesley Batista.  J&F 
owns approximately 250 companies in 30 countries worldwide.  J&F is the ultimate parent 
company of JBS and indirect parent of JBS USA Holdings Lux S.a.r.l. (“JBS USA”) and Pilgrims.  
J&F controlled JBS during the relevant period.  
 
5. JBS, S.A. (“JBS”) is a global meat and protein producer incorporated and 
headquartered in Sao Paulo, Brazil.  JBS is the world’s largest meat and protein producer, is 
publicly traded on the Brazilian stock exchange (Bovespa), and its American Depositary Shares 
have been traded on the U.S. OTC markets under the symbol “JBSAY” since May 2009.  JBS 
through its wholly-owned subsidiary JBS USA, was the indirect parent company of Pilgrims.  
During the relevant period, both Joesley and Wesley Batista held most senior executive roles at 
JBS.   
  
6. Joesley Batista, age 48, is a Brazilian national who owned J&F and held multiple 
positions in J&F entities, including the roles of CEO and board member of J&F, CEO of JBS from 
2006 through 2011, Chairman of the Board of Directors for JBS between 2011 and 2017, Director 
of JBS USA through 2017, and Director of Pilgrims from December 2009 through May 25, 2017.   
 
7. Wesley Batista, age 50, is a Brazilian national who owned J&F and held multiple 
positions in J&F entities, including the roles of Director for J&F, CEO of JBS from 2011 to 2017, 
CEO of JBS USA from 2007 to 2011, board member of JBS and JBS USA until 2017, and 
Chairman of Pilgrims’ board of directors and compensation committee between December 2009 
and June 14, 2017. 
 
Other Relevant Entities 
 
             8. JBS USA Holdings Lux S.a.r.l (“JBS USA”) is a Luxembourg holding subsidiary 
of JBS and parent company of Pilgrims and other U.S. based meat companies.  JBS USA acquired 
controlling shares in Pilgrims on or around December 28, 2009, one year after Pilgrims had filed 
for Chapter 11 Bankruptcy protection as a result of the financial crisis’ impact on the chicken 
market.  JBS USA currently owns 78.5% of Pilgrims.   
 
             9. Pilgrim’s Pride Corporation (“Pilgrims”) is a large chicken and pork producer 
and distributor headquartered in Greeley, Colorado.  Its common stock trades on the Nasdaq 

 
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Exchange under the ticker symbol “PPC.”  From December 2009 to December 2012, its common 
stock traded on the New York Stock Exchange (“NYSE”) under the same symbol.  From 1986 
until December 2008, its common stock traded on the NYSE under the ticker symbol “PGPD.”  
Pilgrims was registered with the Commission under Section 12(b) of the Exchange Act during the 
relevant time period.  Joesley Batista and Wesley Batista served as directors for Pilgrims between 
December 2009 and May 2017 and June 2017 respectively.  Six out of nine total Pilgrims board 
members also served on JBS’s board.  Pilgrims is majority-owned by JBS through its subsidiary 
JBS USA. 
 
10. Banco Nacional de Desenvolvimento Economico e Social and its wholly-owned 
subsidiary BNDES Participações S.A. (together “BNDES”) is a Brazilian state-owned and state-
controlled bank that performed government functions, including providing financing to private 
companies for endeavors that contributed to the development of Brazil.  BNDES’ President and 
Board of Directors are ultimately appointed by the President of Brazil.  BNDES is an 
“instrumentality” of a foreign government, and its officers and employees “foreign officials” as 
those terms are used in the FCPA. 
 
11. Brazil Finance Minister (“Minister”) was a high ranking executive at BNDES 
from in or about 2004 and 2006, and was a high ranking official in the executive branch of the 
Brazilian government between 2006 and 2015.  In those roles, Minister had significant influence 
over whether BNDES would provide financing to private companies like J&F.  Minister was a 
“foreign official” as that term is used in the FCPA. 
 
FACTS 
 
Background 
 12. In early 2009, Brazilian nationals Joesley and Wesley Batista owned and operated 
J&F, a Brazilian holding company, and JBS, which is the largest meat and protein producer in the 
world.  JBS was publicly traded on the Brazilian stock exchange and had American Depository 
Shares listed in the U.S. OTC market.  The entities operated in over 30 countries.  Joesley Batista 
held several executive roles at the J&F entities ranging from CEO to Chairman of the Board.  
Wesley Batista also held several executive roles at the J&F entities, including CEO to board 
director.  At the time, the Batistas were very well-known in the meat industry and associated with 
the highest levels of Brazilian politicians, including several sitting Presidents of Brazil, Ministers, 
and other Brazilian officials.       
 
Bribery Scheme to Obtain the BNDES Investment 
13. In 2009, Joesley and Wesley Batista were engaged in an aggressive effort to expand 
their business into the United States meat market by acquiring companies.  They acquired several 
U.S. meat companies, which they structured under JBS USA.  At the time, Pilgrims, a U.S. issuer 
based in Texas, was under Chapter 11 bankruptcy protection as a result of the financial crisis’ 
impact on its operations.   
 

 
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14. In September 2009, JBS acting through JBS USA entered into a stock purchase 
agreement to acquire a 64% controlling interest in Pilgrims in exchange for $800 million.  To 
facilitate the acquisition, Joesley Batistas agreed to pay bribes at the direction of the Minister in 
return for his assistance in ensuring JBS obtained and maintained a large equity investment by 
BNDES.  
 
15. On December 22, 2009, JBS executed an investment agreement with BNDES for 
$2 billion convertible debentures.  The agreement included language that a portion of the proceeds 
would be used to acquire Pilgrims’ shares, as well as other acquisitions.  On December 28, 2009, 
JBS through JBS USA, acquired 64% of Pilgrims’ shares for $800 million, which was ultimately 
increased to 78.5% by 2012.      
 
Ownership and Control 
 
16. After the acquisition, Pilgrims was majority-owned and controlled by JBS through 
JBS USA.  Joesley Batista was the CEO and a board member of J&F, CEO and Chairman of the 
Board of JBS, member of the JBS USA board of directors, and member of the Pilgrims’ board of 
directors.  Wesley Batista was a board member of JBS, CEO and a board member of JBS USA, 
and Chairman of the Pilgrims’ board of directors and compensation committee.     
 
17. As directors and majority shareholders of Pilgrims, Joesley and Wesley Batista, and 
their companies J&F and JBS, were able to control Pilgrims and continue to orchestrate their 
bribery scheme, but did not disclose it to Pilgrims.  By failing to disclose their improper 
relationship with the Minister and the funding of the bribery scheme, the Batistas ensured that 
Pilgrims internal accounting controls failed to detect and prevent their misconduct.  Indeed, 
Respondents caused Pilgrims to rely extensively on JBS management and other services, including 
sharing office space with JBS USA, sharing the same senior officers and other key management 
positions.  In addition, six of the nine board positions at Pilgrims between 2010 and at least 2016 
were occupied by individuals associated with JBS entities.  Pilgrims also shared the accounting and 
SAP systems, and relied on many of JBS’ own policies and procedures and training materials, 
including the JBS Code of Ethics.  
 
18. Pilgrims did not enact its own Code of Conduct until 2015, more than five years 
after being acquired by the Respondents, and as of 2018, nearly nine years after the Respondents 
acquired controlling shares, Pilgrims was still in the process of implementing a formal anti-bribery 
compliance program and developing policies that covered its employees and consultants.  During 
this period, Pilgrims also lacked compliance personnel.  Although Joesley and Wesley Batista 
signed the code of conduct prohibiting bribery, neither received any anti-corruption or ethics 
training. 
 

 
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Bribes Paid at the Direction of the Minister 
 
 19. After JBS USA acquired a majority interest in Pilgrims, and Wesley and Joesley 
Batista became directors of Pilgrims, Joesley Batista met multiple times with the Minister to 
arrange to make numerous bribe payments at the request and direction of the Minister, including 
directly to and for the benefit of various political parties and candidates in Brazil.  The Batistas 
made the payments for the Minister’s continued support for the BNDES Investment, among other 
things.   Unbeknownst to Pilgrims’ management, some of the funds used to pay bribes at the 
Minister’s direction came from JBS operating accounts that contained certain funds that were 
commingled with funds indirectly transferred to JBS by Pilgrims.  Pilgrim’s books did not reflect 
this. 
 
20. To facilitate the arrangement with the Minister, Joesley Batista, as per the request 
of the Minister, created a series of shell companies and opened bank accounts for the shell 
companies at a U.S. investment bank.  Joesley Batista maintained accounts at the U.S. investment 
bank in New York, in which deposits were made for the use of the Minister when needed.  Joesley 
Batista regularly presented the bank account statements to the Minister for his control and 
evaluation.  Some of the meetings with the Minister took place in the United States.  After 2011, 
Wesley Batista became aware that the accounts were held at the U.S. investment bank for the 
Minister’s use.      
 
21. The Batistas funded these accounts from 2010 to 2012 and then maintained them 
until ultimately making a total of $150 million in illicit payments to and for the benefit of various 
political parties and candidates in Brazil in 2014 and 2015 at the Minister’s request and direction.  
A J&F employee tracked the payments as they were routed into the U.S. investment bank accounts 
held for the Minister’s benefit.  The Respondents made these payments with funds that had come, 
in part, from JBS operating accounts.  In 2012, Joesley Batista also agreed to the Minister’s 
demand that he make a $5 million sham loan to a company that he later learned the Minister’s son 
had an equity participation in.  Joesley Batista executed this transaction in 2015 with the assistance 
of the U.S. investment bank, using a bank account held by a Delaware incorporated entity.   
 
22. From 2009 to 2015, unbeknownst to Pilgrims management, the Respondents 
carried out the bribery scheme and its funding using, at times, certain JBS operating accounts 
which contained funds that were commingled with funds obtained from Pilgrims through 
intercompany transfers, special dividend payments, and other means.  Pilgrim’s books did not 
reflect this.  The Respondents then paid bribes out of the operating accounts using various 
mechanisms including fake invoices, official election donations, and cash.  In some instances, the 
Minister would direct the bribe payments to be made as official election donations.     
 
23. Through their control over Pilgrims and failure to disclose the improper payment 
arrangements with the Minister, the Batistas caused Pilgrims’ books and records to inaccurately 
record certain intercompany transfers, and also caused Pilgrims failure to maintain an adequate 
system of internal accounting controls reasonably designed to detect and prevent the improper 
payments recorded on its books and records.     
 

 
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24. Further, Respondents Joesley and Wesley Batista knowingly caused Pilgrims’ 
books, records, and accounts to be inaccurate.  Respondents Joesley and Wesley Batista signed the 
Form 10-Ks on behalf of Pilgrims in their capacities as directors.  They did not disclose their 
conduct to Pilgrims’ accountants and independent public accountants in connection with their audit 
and review of Pilgrims’ financial statements from 2009 to at least May 2017 while the accountants 
were performing due diligence processes and internal audits.  Wesley Batista failed to disclose his 
knowledge of any bribes paid when inquiries were made about the FCPA by Pilgrims’ independent 
public accountants engaged in the audit and review of Pilgrims financial statements included in 
reports filed by Pilgrims with the Commission. 
 
 25. Joesley and Wesley Batista did not disclose to Pilgrims’ management until May 
2017 their role and cooperation in a widespread Brazilian corruption scheme and investigation, that 
they had entered into collaboration agreements with the Brazilian PGR, and that J&F had entered 
into a corporate leniency agreement with the Brazilian MPF.  J&F’s leniency agreement required 
Joesley Batista not to serve as an officer or board member of a publicly traded company in Brazil 
for a period of five years.  Following these disclosures, Joesley Batista resigned from Pilgrims’ 
board on May 25, 2017, and Wesley Batista resigned from the board of Pilgrims on June 14, 2017.  
Respondents indirectly received approximately $800 million in 2015 and 2016 as a result of 
dividends paid by Pilgrims to JBS USA.         
 
Legal Standards and Violations 
 
           26. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease-
and-desist order upon any person who is violating, has violated, or is about to violate any provision 
of the Exchange Act or any rule or regulation thereunder, and upon any other person that is, was, 
or would be a cause of the violation, due to an act or omission the person knew or should have 
known would contribute to such violation. 
 
         27. As a result of the conduct described above, Respondents caused Pilgrims’ 
violations of Section 13(b)(2)(A) of the Exchange Act, which requires issuers that have a class of 
securities registered pursuant to Section 12 of the Exchange Act and issuers with reporting 
obligations pursuant to Section 15(d) of the Exchange Act to make and keep books, records, and 
accounts which, in reasonable detail, accurately and fairly reflect their transactions and disposition 
of their assets.   
 
28. As a result of the conduct described above Respondents caused Pilgrims’ violations 
of Section 13(b)(2)(B) of the Exchange Act, which requires issuers that have a class of securities 
registered pursuant to Section 12 of the Exchange Act and issuers with reporting obligations 
pursuant to Section 15(d) of the Exchange Act to devise and maintain a system of internal 
accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in 
accordance with management’s general or specific authorization; (ii) transactions are recorded as 
necessary (I) to permit preparation of financial statements in conformity with generally accepted 
accounting principles or any other criteria applicable to such statements, and (II) to maintain 
accountability for assets; (iii) access to assets is permitted only in accordance with management’s 
general or specific authorization; and (iv) the recorded accountability for assets is compared with 

 
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the existing assets at reasonable intervals and appropriate action is taken with respect to any 
differences.   
 
29. As a result of the conduct described above, Respondents Joesley Batista and 
Wesley Batista violated Section 13(b)(5) of the Exchange Act, which provides that no person shall 
knowingly circumvent or knowingly fail to implement a system of internal accounting controls or 
knowingly falsify any book, record or account, and Exchange Act Rule 13b2-1, which prohibits 
persons from directly or indirectly falsifying or causing to be falsified any book, record, or 
account. 
 
 30. As a result of the conduct described above, Respondents Joesley Batista and 
Wesley Batista violated Exchange Act Rule 13b2-2, which prohibits persons from making or 
causing to be made materially false or misleading statements or omissions to an accountant or 
auditor in connection with an audit, review, or examination of financial statements or in 
connection with the preparation or filing of documents and reports required to be filed with the 
Commission. 
Cooperation and Remediation 
  
31. In determining to accept the Offer, the Commission considered remedial acts 
promptly undertaken by Respondents and cooperation afforded the Commission staff.  
Respondents’ cooperation included providing translations of certain relevant documents, making 
current or former employees available to the Commission staff, including witnesses located 
overseas, and timely providing facts developed during the course of J&F’s internal investigation.  
Respondents Joesley Batista and Wesley Batista also voluntarily provided the Commission staff 
with documents located overseas and participated in interviews.  
 
32. Respondents’ remediation included creating a compliance program that employs 
approximately 35 individuals at J&F and its affiliates to cover its operating entities including 
Pilgrims, updating its Code of Conduct, and creating anti-bribery policies and training programs.  
Respondents Wesley Batista and Joesley Batista resigned from board and management positions at 
Respondents J&F and JBS and also from JBS USA.  JBS also removed other executives involved 
in corrupt activities in Brazil from their executive positions.  In addition, Respondents hired an 
independent firm in April 2018 to oversee their compliance with the obligations in the Brazilian 
leniency agreement and a public accounting firm to help implement an integrity program 
throughout the companies in the J&F group.  J&F will also create a compliance committee, hire 
auditing for due diligence of suppliers and customers and provide training to more than 120 
directors at J&F and its affiliates in the areas of conflicts of interest, money laundering prevention 
and anti-corruption. 

 
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Undertakings 
  
 33. Respondents J&F, JBS, Joesley Batista and Wesley Batista undertake to review, 
evaluate and report to the Commission staff periodically during a three-year term, the 
effectiveness of the anti-corruption policies, procedures, practices, internal accounting controls, 
recordkeeping, and financing reporting processes (collectively, “Policies and Procedures”) for 
Respondents J&F and JBS and any U.S. issuers that are under Respondents J&F’s, JBS’s, 
Joesley Batista’s and Wesley Batista’s direct or indirect control, including Pilgrims (“Controlled 
Issuers”), and report on ongoing efforts to improve the effectiveness of the Policies and 
Procedures.  Respondent Wesley Batista and Respondent Joesley Batista also agree to undergo 
enhanced ethics and FCPA training and submit annual certifications of completion.  During this 
period, should any of the Respondents discover credible evidence, not already reported to 
Commission staff, that questionable or corrupt payments or questionable or corrupt transfers of 
value may have been offered, promised, paid, or authorized by Respondents or Controlled 
Issuers, or any entity or person acting on behalf of Respondents or Controlled Issuers, or that 
related false books and records have been maintained, Respondents shall promptly report such 
conduct to the Commission staff.  During this three-year period, Respondents shall: (1) conduct 
an initial review and submit an initial report and (2) conduct and prepare two follow-up reviews 
and reports, as described below: 
 
a. Respondents shall submit to the Commission staff a written report within 180 
calendar days of the entry of this Order setting forth a complete description of their 
FCPA and anti-corruption related remediation efforts to date, their proposals 
reasonably designed to improve the Policies and Procedures for ensuring 
compliance with the Anti-corruption laws, and the parameters of the subsequent 
review (the “Initial Report”). The Initial Report shall be transmitted to Tracy L. 
Price, Deputy Chief, FCPA Unit, Division of Enforcement, Securities and 
Exchange Commission, 100 F St., NE, Washington, DC 20549-5631.  Respondents 
may extend the time period for issuance of the Initial Report with prior written 
approval of the Commission staff. 
 
b. Respondents shall undertake two follow-up reviews, incorporating any comments 
provided by the Commission staff on the previous report, to further monitor and 
assess whether the Policies and Procedures are reasonably designed to detect and 
prevent violations of the Anti-corruption laws (the “Follow-Up Reports”). 
 
c. The Follow-up Report shall be completed by no later than 270 days after the Initial 
Report. The second Follow-up Report shall be completed by no later than 450 days 
after the completion of the Initial Report. Respondents may extend the time period 
for issuance of the Follow-up Reports with prior written approval of the 
Commission staff. 
 
d. The periodic reviews and reports submitted by Respondents will likely include 
proprietary, financial, confidential, and competitive business information. Public 
disclosure of the reports could discourage cooperation, impede pending or potential 

 
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government investigations and thus undermine the objectives of the reporting 
requirement. For these reasons, among others, the reports and the contents thereof 
are intended to remain and shall remain nonpublic, except (a) pursuant to court 
order, (b) as agreed by the parties in writing, (c) to the extent that the Commission 
staff determines in its sole discretion that disclosure would be in furtherance of the 
Commission’s discharge of its duties and responsibilities, or (d) is otherwise 
required by law. 
 
e. During this three-year period of review, Respondents shall provide their external 
auditors with their annual internal audit plan and reports of the results of internal 
audit procedures and its assessment of its FCPA compliance policies and 
procedures. 
 
f. During the three-year period of review, Respondents shall provide Commission 
staff with any written reports or recommendations provided by Respondents’ 
external auditors in response to Respondents’ annual internal audit plan, reports of 
the results of internal audit procedures, and its assessment of their FCPA 
compliance policies and procedures. 
 
34. Respondents shall each certify, in writing, compliance with the undertakings set 
forth above.  The certification shall identify the undertakings, provide written evidence of 
compliance in the form of a narrative, and be supported by exhibits sufficient to demonstrate 
compliance. The Commission staff may make reasonable requests for further evidence of 
compliance, and Respondents agree to provide such evidence. The certification and supporting 
material shall be submitted to Tracy L. Price, Deputy Chief, FCPA Unit, Division of Enforcement, 
Securities and Exchange Commission, 100 F St., NE, Washington, DC 20549-5631 no later than 
sixty (60) days from the date of the completion of the undertakings. 
 
35. Respondents undertake to do the following:  in connection with this action and any 
related judicial or administrative proceeding or investigation commenced by the Commission or to 
which the Commission is a party, Respondents (i) agree to appear and be interviewed by 
Commission staff at such times and places as the staff requests upon reasonable notice; (ii) will 
accept service by mail or facsimile transmission of notices or subpoenas issued by the Commission 
for documents or testimony at depositions, hearings, or trials, or in connection with any related 
investigation by Commission staff; (iii) appoint Respondents' undersigned attorney as agent to 
receive service of such notices and subpoenas; (iv) with respect to such notices and subpoenas, 
waives the territorial limits on service contained in Rule 45 of the Federal Rules of Civil Procedure 
and any applicable local rules, provided that the party requesting the testimony reimburses 
Respondents' travel, lodging, and subsistence expenses at the then-prevailing U.S. Government per 
diem rates; and (v) consents to personal jurisdiction over Respondents in any United States District 
Court for purposes of enforcing any such subpoena. 
 
In determining whether to accept the Offers, the Commission has considered the 
undertaking set forth in Paragraph 35. 
 

 
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Criminal Plea Agreements 
 
 36. Respondent J&F has entered into a plea agreement with the United States 
Department of Justice that acknowledges responsibility for criminal conduct relating to the 
findings in the Order.  Specifically, in United States v. J&F Investimentos, S.A., Crim. No. 20-CR-
365 (E.D.N.Y.), J&F acknowledged responsibility for one count of conspiracy to violate the anti-
bribery provisions of the Foreign Corrupt Practices Act [18 U.S.C. § 371].   
 
37. In May 2017, Joesley and Wesley Batista entered into collaboration agreements 
with the PGR in Brazil, and in June 2017, J&F entered into a leniency agreement with the MPF in 
Brazil, in which they admitted their role in widespread bribery of Brazilian officials, including for 
conduct described herein.
2
 
 
Non-Imposition of a Civil Penalty 
 
 38. Respondents J&F and JBS acknowledge that the Commission is not imposing a 
civil penalty based upon the imposition of a $256,497,026 criminal fine as part of J&F’s resolution 
with the U.S. Department of Justice. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondents’ Offers. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondents cease and desist from 
committing or causing any violations and any future violations of Sections 13(b)(2)(A) and  
13(b)(2)(B) of the Exchange Act. 
 
B. Pursuant  to  Section  21C  of  the  Exchange  Act,  Respondents  Joesley Batista and 
Wesley Batista cease and desist from committing or causing any violations and any future violations 
of Section 13(b)(5) of the Exchange Act and Rules 13b2-1 and 13b2-2 thereunder. 
 
C. Respondents shall  comply  with  the  undertakings  enumerated  in  paragraphs 33-34 
above. 
 
                                                 
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  Respondent J&F entered into a leniency agreement with the Brazilian Ministerio Publico Federal (“MPF”), 
and Respondents Joesley Batista and Wesley Batista entered into collaboration agreements with the Brazilian 
Procurador-Geral da República (“PGR”) (collectively the “Brazilian Agreements”).  As part of the Brazilian 
Agreements, Joesley Batista, Wesley Batista, and J&F have agreed to pay collectively BRL 10,300,000,000 (the 
approximate equivalent of $3.2 billion) of which $768,670,358 will be disgorged to BNDES.  The facts contained in 
this Order are consistent with the Brazilian Agreements.   

 
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D. Respondent JBS shall, within fourteen days of the entry of this Order, pay 
disgorgement of $26,866,565 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).   
 
E. Respondents Joesley Batista and Wesley Batista shall each, within ten days of the 
entry of this Order, pay a civil penalty of $550,000 to the Securities and Exchange Commission for 
transfers to the general fund of the United States Treasury, subject to Section 21F(g)(3) of the 
Exchange Act. 
  
F. If timely payment is not made, additional interest shall accrue pursuant to SEC Rule 
of Practice 600 or 31 U.S.C. § 3717.  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;  
 
(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 J&F, 
JBS, Joesley Batista and Wesley Batista as Respondents 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 Tracy L. 
Price, FCPA Deputy Unit Chief, Division of Enforcement, Securities and Exchange Commission, 
100 F St., NE, Washington, DC 20549-5631.   
 
 G. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondents Joesley Batista and Wesley Batista 
agree that in any Related Investor Action, they shall not argue that they are entitled to, nor shall 
they benefit by, offset or reduction of any award of compensatory damages by the amount of any 
part of Respondents’ payment of a civil penalty in this action ("Penalty Offset").  If the court in any 
Related Investor Action grants such a Penalty Offset, Respondents Joesley Batista and Wesley 
Batista agree that they shall, within 30 days after entry of a final order granting the Penalty Offset, 
notify the Commission's counsel in this action and pay the amount of the Penalty Offset to the 
Securities and Exchange Commission.  Such a payment shall not be deemed an additional civil 
penalty and shall not be deemed to change the amount of the civil penalty imposed in this 

 
13 
proceeding.  For purposes of this paragraph, a "Related Investor Action" means a private damages 
action brought against Respondent Joesley Batista or Wesley Batista by or on behalf of one or 
more investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 
 H. Respondents Joesley Batista and Wesley Batista acknowledge that the Commission 
is not imposing a civil penalty in excess of $550,000, based upon Respondents’ cooperation in a 
Commission investigation.  If at any time following the entry of the Order, the Division of 
Enforcement (“Division”) obtains information indicating that Respondents knowingly provided 
materially false or misleading information or materials to the Commission, or in a related 
proceeding, the Division may, at its sole discretion and with prior notice to the Respondents, 
petition the Commission to reopen this matter and seek an order directing that the Respondents pay 
a civil money penalty or additional civil penalty.  Respondents may contest by way of defense in 
any resulting administrative proceeding whether it knowingly provided materially false or 
misleading information, but may not:  (1) contest the findings in the Order; or (2) assert any 
defense to liability or remedy, including, but not limited to, any statute of limitations defense. 
 
 I. It is further Ordered that, for purposes of exceptions to discharge set forth in 
Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and 
admitted by Respondents Wesley Batista and Joesley Batista, and further, any debt for 
disgorgement, prejudgment interest, civil penalty or other amounts due by Respondents Wesley 
Batista and Joesley Batista under this Order or any other judgment, order, consent order, decree or 
settlement agreement entered in connection with this proceeding, is a debt for the violation by 
Respondents Wesley Batista and Joesley Batista of the federal securities laws or any regulation or 
order issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 
§523(a)(19). 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 90170 / October 14, 2020 

 

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 4189 / October 14, 2020 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-20124 

 

 

In the Matter of 

 

J&F INVESTIMENTOS, S.A. 

             JBS, S.A. 

             JOESLEY BATISTA 

             WESLEY BATISTA 

 

Respondents. 

 

 

 

 

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 J&F Investimentos, S.A., (“J&F”), JBS, S.A. 

(“JBS”), Joesley Batista, and Wesley Batista (collectively “Respondents”).   

 

II. 

 

 In anticipation of the institution of these proceedings, Respondents have submitted Offers 

of Settlement (the “Offers”) 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, Respondents admit the Commission’s 

jurisdiction over them and the subject matter of these proceedings, and consent 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 Respondents’ Offers of Settlement, the Commission finds1 

that:  

 

Summary 

  

 1. This action arises from a bribery scheme by Joesley Batista and Wesley Batista 

(hereinafter “the Batistas”), their company J&F, and JBS, a company which J&F and its affiliates 

control, and which is the largest meat and protein producer in the world with net revenues in 2019 

in excess of $50 billion.  JBS’s shares trade on the Brazilian stock exchange and its American 

Depositary Shares trade in the U.S. over-the-counter market.  In 2009, the Batistas sought to 

continue to expand their meat business into the United States through acquisitions of multiple U.S. 

companies.  From 2009 through 2015, the Batistas made illicit payments totaling approximately 

$150 million for the benefit of then Brazil Finance Minister (“Minister”) and various political 

parties and candidates in Brazil at the request and direction of the Minister.  The Batistas made the 

payments in return for the Minister’s assistance, among other things, in obtaining and maintaining 

$2 billion in equity financing (“BNDES Investment”) from the Brazilian National Development 

Bank and its affiliate (together “BNDES”) in order to facilitate JBS’ acquisition of U.S. issuer 

Pilgrim’s Pride Corporation (“Pilgrims”).   

 

 2. At the time of the acquisition in December 2009, Pilgrims was under Chapter 11 

bankruptcy protection as a result of the financial crisis’ impact on its operations.  The BNDES 

Investment, which the bribes facilitated, and which was preserved by the bribe scheme, allowed the 

Batistas to acquire Pilgrims and successfully have it exit bankruptcy and continue to operate as a 

going concern under the Batista family-controlled conglomerate.  Following the acquisition, 

Wesley Batista served as CEO of JBS and Chairman of the board for Pilgrims, and Joesley Batista 

served as CEO of J&F and a member of the board of Pilgrims.  As provided for in the share 

purchase and investment agreements, JBS acquired Pilgrims.  After the acquisition, unbeknownst 

to Pilgrim’s management, the Respondents carried out the bribery scheme and its funding using, at 

times, JBS operating accounts which contained funds that were commingled with funds obtained 

from Pilgrims through intercompany transfers, special dividends, and other means.  The 

Respondents then paid bribes at the direction of the Minister.  Pilgrim’s books did not reflect this. 

 

 3. The Batistas, individually and through J&F and JBS, exerted significant control 

over Pilgrims.  Pilgrims shared office space, overlapping board members and executives, 

accounting and SAP systems, and certain internal accounting controls and policy documents with 

JBS and its U.S. affiliate, JBS USA.  Throughout 2009 to 2015, unbeknownst to Pilgrims 

management, the Batistas continued the bribery scheme using, in part, certain JBS operating 

accounts which contained funds that were commingled with funds obtained from Pilgrims, through 

intercompany transfers, dividend payments, and other means.  To further conceal their conduct, the 

                                                 
1  The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding on any other 

person or entity in this or any other proceeding. 

 

 



 3 

Batistas did not disclose to Pilgrims’ accountants and independent public accountants during due 

diligence and audits that certain funds transferred to JBS were commingled with funds used to pay 

bribes in Brazil.  As a result of this conduct, Joesley Batista, Wesley Batista, J&F, and JBS caused 

Pilgrims’ books and records to inaccurately record the transfers and payments and caused Pilgrims’ 

failure to maintain an adequate system of internal accounting controls in violation of the books and 

records and internal accounting controls provisions of the Foreign Corrupt Practices Act 

(“FCPA”).  

 

Respondents 

 

4. J&F Investimentos, S.A. (“J&F”) is a private investment holding company based 

in Sao Paulo, Brazil.  It is wholly owned by brothers Wesley Batista and Joesley Batista.  J&F 

owns approximately 250 companies in 30 countries worldwide.  J&F is the ultimate parent 

company of JBS and indirect parent of JBS USA Holdings Lux S.a.r.l. (“JBS USA”) and Pilgrims.  

J&F controlled JBS during the relevant period.  

 

5. JBS, S.A. (“JBS”) is a global meat and protein producer incorporated and 

headquartered in Sao Paulo, Brazil.  JBS is the world’s largest meat and protein producer, is 

publicly traded on the Brazilian stock exchange (Bovespa), and its American Depositary Shares 

have been traded on the U.S. OTC markets under the symbol “JBSAY” since May 2009.  JBS 

through its wholly-owned subsidiary JBS USA, was the indirect parent company of Pilgrims.  

During the relevant period, both Joesley and Wesley Batista held most senior executive roles at 

JBS.   

  

6. Joesley Batista, age 48, is a Brazilian national who owned J&F and held multiple 

positions in J&F entities, including the roles of CEO and board member of J&F, CEO of JBS from 

2006 through 2011, Chairman of the Board of Directors for JBS between 2011 and 2017, Director 

of JBS USA through 2017, and Director of Pilgrims from December 2009 through May 25, 2017.   

 

7. Wesley Batista, age 50, is a Brazilian national who owned J&F and held multiple 

positions in J&F entities, including the roles of Director for J&F, CEO of JBS from 2011 to 2017, 

CEO of JBS USA from 2007 to 2011, board member of JBS and JBS USA until 2017, and 

Chairman of Pilgrims’ board of directors and compensation committee between December 2009 

and June 14, 2017. 

 

Other Relevant Entities 

 

             8. JBS USA Holdings Lux S.a.r.l (“JBS USA”) is a Luxembourg holding subsidiary 

of JBS and parent company of Pilgrims and other U.S. based meat companies.  JBS USA acquired 

controlling shares in Pilgrims on or around December 28, 2009, one year after Pilgrims had filed 

for Chapter 11 Bankruptcy protection as a result of the financial crisis’ impact on the chicken 

market.  JBS USA currently owns 78.5% of Pilgrims.   

 

             9. Pilgrim’s Pride Corporation (“Pilgrims”) is a large chicken and pork producer 

and distributor headquartered in Greeley, Colorado.  Its common stock trades on the Nasdaq 



 4 

Exchange under the ticker symbol “PPC.”  From December 2009 to December 2012, its common 

stock traded on the New York Stock Exchange (“NYSE”) under the same symbol.  From 1986 

until December 2008, its common stock traded on the NYSE under the ticker symbol “PGPD.”  

Pilgrims was registered with the Commission under Section 12(b) of the Exchange Act during the 

relevant time period.  Joesley Batista and Wesley Batista served as directors for Pilgrims between 

December 2009 and May 2017 and June 2017 respectively.  Six out of nine total Pilgrims board 

members also served on JBS’s board.  Pilgrims is majority-owned by JBS through its subsidiary 

JBS USA. 

 

10. Banco Nacional de Desenvolvimento Economico e Social and its wholly-owned 

subsidiary BNDES Participações S.A. (together “BNDES”) is a Brazilian state-owned and state-

controlled bank that performed government functions, including providing financing to private 

companies for endeavors that contributed to the development of Brazil.  BNDES’ President and 

Board of Directors are ultimately appointed by the President of Brazil.  BNDES is an 

“instrumentality” of a foreign government, and its officers and employees “foreign officials” as 

those terms are used in the FCPA. 

 

11. Brazil Finance Minister (“Minister”) was a high ranking executive at BNDES 

from in or about 2004 and 2006, and was a high ranking official in the executive branch of the 

Brazilian government between 2006 and 2015.  In those roles, Minister had significant influence 

over whether BNDES would provide financing to private companies like J&F.  Minister was a 

“foreign official” as that term is used in the FCPA. 

 

FACTS 

 

Background 

 12. In early 2009, Brazilian nationals Joesley and Wesley Batista owned and operated 

J&F, a Brazilian holding company, and JBS, which is the largest meat and protein producer in the 

world.  JBS was publicly traded on the Brazilian stock exchange and had American Depository 

Shares listed in the U.S. OTC market.  The entities operated in over 30 countries.  Joesley Batista 

held several executive roles at the J&F entities ranging from CEO to Chairman of the Board.  

Wesley Batista also held several executive roles at the J&F entities, including CEO to board 

director.  At the time, the Batistas were very well-known in the meat industry and associated with 

the highest levels of Brazilian politicians, including several sitting Presidents of Brazil, Ministers, 

and other Brazilian officials.       

 

Bribery Scheme to Obtain the BNDES Investment 

13. In 2009, Joesley and Wesley Batista were engaged in an aggressive effort to expand 

their business into the United States meat market by acquiring companies.  They acquired several 

U.S. meat companies, which they structured under JBS USA.  At the time, Pilgrims, a U.S. issuer 

based in Texas, was under Chapter 11 bankruptcy protection as a result of the financial crisis’ 

impact on its operations.   

 



 5 

14. In September 2009, JBS acting through JBS USA entered into a stock purchase 

agreement to acquire a 64% controlling interest in Pilgrims in exchange for $800 million.  To 

facilitate the acquisition, Joesley Batistas agreed to pay bribes at the direction of the Minister in 

return for his assistance in ensuring JBS obtained and maintained a large equity investment by 

BNDES.  

 

15. On December 22, 2009, JBS executed an investment agreement with BNDES for 

$2 billion convertible debentures.  The agreement included language that a portion of the proceeds 

would be used to acquire Pilgrims’ shares, as well as other acquisitions.  On December 28, 2009, 

JBS through JBS USA, acquired 64% of Pilgrims’ shares for $800 million, which was ultimately 

increased to 78.5% by 2012.      

 

Ownership and Control 

 

16. After the acquisition, Pilgrims was majority-owned and controlled by JBS through 

JBS USA.  Joesley Batista was the CEO and a board member of J&F, CEO and Chairman of the 

Board of JBS, member of the JBS USA board of directors, and member of the Pilgrims’ board of 

directors.  Wesley Batista was a board member of JBS, CEO and a board member of JBS USA, 

and Chairman of the Pilgrims’ board of directors and compensation committee.     

 

17. As directors and majority shareholders of Pilgrims, Joesley and Wesley Batista, and 

their companies J&F and JBS, were able to control Pilgrims and continue to orchestrate their 

bribery scheme, but did not disclose it to Pilgrims.  By failing to disclose their improper 

relationship with the Minister and the funding of the bribery scheme, the Batistas ensured that 

Pilgrims internal accounting controls failed to detect and prevent their misconduct.  Indeed, 

Respondents caused Pilgrims to rely extensively on JBS management and other services, including 

sharing office space with JBS USA, sharing the same senior officers and other key management 

positions.  In addition, six of the nine board positions at Pilgrims between 2010 and at least 2016 

were occupied by individuals associated with JBS entities.  Pilgrims also shared the accounting and 

SAP systems, and relied on many of JBS’ own policies and procedures and training materials, 

including the JBS Code of Ethics.  

 

18. Pilgrims did not enact its own Code of Conduct until 2015, more than five years 

after being acquired by the Respondents, and as of 2018, nearly nine years after the Respondents 

acquired controlling shares, Pilgrims was still in the process of implementing a formal anti-bribery 

compliance program and developing policies that covered its employees and consultants.  During 

this period, Pilgrims also lacked compliance personnel.  Although Joesley and Wesley Batista 

signed the code of conduct prohibiting bribery, neither received any anti-corruption or ethics 

training. 

 



 6 

Bribes Paid at the Direction of the Minister 

 

 19. After JBS USA acquired a majority interest in Pilgrims, and Wesley and Joesley 

Batista became directors of Pilgrims, Joesley Batista met multiple times with the Minister to 

arrange to make numerous bribe payments at the request and direction of the Minister, including 

directly to and for the benefit of various political parties and candidates in Brazil.  The Batistas 

made the payments for the Minister’s continued support for the BNDES Investment, among other 

things.   Unbeknownst to Pilgrims’ management, some of the funds used to pay bribes at the 

Minister’s direction came from JBS operating accounts that contained certain funds that were 

commingled with funds indirectly transferred to JBS by Pilgrims.  Pilgrim’s books did not reflect 

this. 

 

20. To facilitate the arrangement with the Minister, Joesley Batista, as per the request 

of the Minister, created a series of shell companies and opened bank accounts for the shell 

companies at a U.S. investment bank.  Joesley Batista maintained accounts at the U.S. investment 

bank in New York, in which deposits were made for the use of the Minister when needed.  Joesley 

Batista regularly presented the bank account statements to the Minister for his control and 

evaluation.  Some of the meetings with the Minister took place in the United States.  After 2011, 

Wesley Batista became aware that the accounts were held at the U.S. investment bank for the 

Minister’s use.      

 

21. The Batistas funded these accounts from 2010 to 2012 and then maintained them 

until ultimately making a total of $150 million in illicit payments to and for the benefit of various 

political parties and candidates in Brazil in 2014 and 2015 at the Minister’s request and direction.  

A J&F employee tracked the payments as they were routed into the U.S. investment bank accounts 

held for the Minister’s benefit.  The Respondents made these payments with funds that had come, 

in part, from JBS operating accounts.  In 2012, Joesley Batista also agreed to the Minister’s 

demand that he make a $5 million sham loan to a company that he later learned the Minister’s son 

had an equity participation in.  Joesley Batista executed this transaction in 2015 with the assistance 

of the U.S. investment bank, using a bank account held by a Delaware incorporated entity.   

 

22. From 2009 to 2015, unbeknownst to Pilgrims management, the Respondents 

carried out the bribery scheme and its funding using, at times, certain JBS operating accounts 

which contained funds that were commingled with funds obtained from Pilgrims through 

intercompany transfers, special dividend payments, and other means.  Pilgrim’s books did not 

reflect this.  The Respondents then paid bribes out of the operating accounts using various 

mechanisms including fake invoices, official election donations, and cash.  In some instances, the 

Minister would direct the bribe payments to be made as official election donations.     

 

23. Through their control over Pilgrims and failure to disclose the improper payment 

arrangements with the Minister, the Batistas caused Pilgrims’ books and records to inaccurately 

record certain intercompany transfers, and also caused Pilgrims failure to maintain an adequate 

system of internal accounting controls reasonably designed to detect and prevent the improper 

payments recorded on its books and records.     

 



 7 

24. Further, Respondents Joesley and Wesley Batista knowingly caused Pilgrims’ 

books, records, and accounts to be inaccurate.  Respondents Joesley and Wesley Batista signed the 

Form 10-Ks on behalf of Pilgrims in their capacities as directors.  They did not disclose their 

conduct to Pilgrims’ accountants and independent public accountants in connection with their audit 

and review of Pilgrims’ financial statements from 2009 to at least May 2017 while the accountants 

were performing due diligence processes and internal audits.  Wesley Batista failed to disclose his 

knowledge of any bribes paid when inquiries were made about the FCPA by Pilgrims’ independent 

public accountants engaged in the audit and review of Pilgrims financial statements included in 

reports filed by Pilgrims with the Commission. 

 

 25. Joesley and Wesley Batista did not disclose to Pilgrims’ management until May 

2017 their role and cooperation in a widespread Brazilian corruption scheme and investigation, that 

they had entered into collaboration agreements with the Brazilian PGR, and that J&F had entered 

into a corporate leniency agreement with the Brazilian MPF.  J&F’s leniency agreement required 

Joesley Batista not to serve as an officer or board member of a publicly traded company in Brazil 

for a period of five years.  Following these disclosures, Joesley Batista resigned from Pilgrims’ 

board on May 25, 2017, and Wesley Batista resigned from the board of Pilgrims on June 14, 2017.  

Respondents indirectly received approximately $800 million in 2015 and 2016 as a result of 

dividends paid by Pilgrims to JBS USA.         

 

Legal Standards and Violations 

 

           26. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease-

and-desist order upon any person who is violating, has violated, or is about to violate any provision 

of the Exchange Act or any rule or regulation thereunder, and upon any other person that is, was, 

or would be a cause of the violation, due to an act or omission the person knew or should have 

known would contribute to such violation. 

 

         27. As a result of the conduct described above, Respondents caused Pilgrims’ 

violations of Section 13(b)(2)(A) of the Exchange Act, which requires issuers that have a class of 

securities registered pursuant to Section 12 of the Exchange Act and issuers with reporting 

obligations pursuant to Section 15(d) of the Exchange Act to make and keep books, records, and 

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

of their assets.   

 

28. As a result of the conduct described above Respondents caused Pilgrims’ violations 

of Section 13(b)(2)(B) of the Exchange Act, which requires issuers that have a class of securities 

registered pursuant to Section 12 of the Exchange Act and issuers with reporting obligations 

pursuant to Section 15(d) of the Exchange Act to devise and maintain a system of internal 

accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in 

accordance with management’s general or specific authorization; (ii) transactions are recorded as 

necessary (I) to permit preparation of financial statements in conformity with generally accepted 

accounting principles or any other criteria applicable to such statements, and (II) to maintain 

accountability for assets; (iii) access to assets is permitted only in accordance with management’s 

general or specific authorization; and (iv) the recorded accountability for assets is compared with 



 8 

the existing assets at reasonable intervals and appropriate action is taken with respect to any 

differences.   

 

29. As a result of the conduct described above, Respondents Joesley Batista and 

Wesley Batista violated Section 13(b)(5) of the Exchange Act, which provides that no person shall 

knowingly circumvent or knowingly fail to implement a system of internal accounting controls or 

knowingly falsify any book, record or account, and Exchange Act Rule 13b2-1, which prohibits 

persons from directly or indirectly falsifying or causing to be falsified any book, record, or 

account. 

 

 30. As a result of the conduct described above, Respondents Joesley Batista and 

Wesley Batista violated Exchange Act Rule 13b2-2, which prohibits persons from making or 

causing to be made materially false or misleading statements or omissions to an accountant or 

auditor in connection with an audit, review, or examination of financial statements or in 

connection with the preparation or filing of documents and reports required to be filed with the 

Commission. 

Cooperation and Remediation 

  

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

promptly undertaken by Respondents and cooperation afforded the Commission staff.  

Respondents’ cooperation included providing translations of certain relevant documents, making 

current or former employees available to the Commission staff, including witnesses located 

overseas, and timely providing facts developed during the course of J&F’s internal investigation.  

Respondents Joesley Batista and Wesley Batista also voluntarily provided the Commission staff 

with documents located overseas and participated in interviews.  

 

32. Respondents’ remediation included creating a compliance program that employs 

approximately 35 individuals at J&F and its affiliates to cover its operating entities including 

Pilgrims, updating its Code of Conduct, and creating anti-bribery policies and training programs.  

Respondents Wesley Batista and Joesley Batista resigned from board and management positions at 

Respondents J&F and JBS and also from JBS USA.  JBS also removed other executives involved 

in corrupt activities in Brazil from their executive positions.  In addition, Respondents hired an 

independent firm in April 2018 to oversee their compliance with the obligations in the Brazilian 

leniency agreement and a public accounting firm to help implement an integrity program 

throughout the companies in the J&F group.  J&F will also create a compliance committee, hire 

auditing for due diligence of suppliers and customers and provide training to more than 120 

directors at J&F and its affiliates in the areas of conflicts of interest, money laundering prevention 

and anti-corruption. 



 9 

Undertakings 

  

 33. Respondents J&F, JBS, Joesley Batista and Wesley Batista undertake to review, 

evaluate and report to the Commission staff periodically during a three-year term, the 

effectiveness of the anti-corruption policies, procedures, practices, internal accounting controls, 

recordkeeping, and financing reporting processes (collectively, “Policies and Procedures”) for 

Respondents J&F and JBS and any U.S. issuers that are under Respondents J&F’s, JBS’s, 

Joesley Batista’s and Wesley Batista’s direct or indirect control, including Pilgrims (“Controlled 

Issuers”), and report on ongoing efforts to improve the effectiveness of the Policies and 

Procedures.  Respondent Wesley Batista and Respondent Joesley Batista also agree to undergo 

enhanced ethics and FCPA training and submit annual certifications of completion.  During this 

period, should any of the Respondents discover credible evidence, not already reported to 

Commission staff, that questionable or corrupt payments or questionable or corrupt transfers of 

value may have been offered, promised, paid, or authorized by Respondents or Controlled 

Issuers, or any entity or person acting on behalf of Respondents or Controlled Issuers, or that 

related false books and records have been maintained, Respondents shall promptly report such 

conduct to the Commission staff.  During this three-year period, Respondents shall: (1) conduct 

an initial review and submit an initial report and (2) conduct and prepare two follow-up reviews 

and reports, as described below: 

 

a. Respondents shall submit to the Commission staff a written report within 180 

calendar days of the entry of this Order setting forth a complete description of their 

FCPA and anti-corruption related remediation efforts to date, their proposals 

reasonably designed to improve the Policies and Procedures for ensuring 

compliance with the Anti-corruption laws, and the parameters of the subsequent 

review (the “Initial Report”). The Initial Report shall be transmitted to Tracy L. 

Price, Deputy Chief, FCPA Unit, Division of Enforcement, Securities and 

Exchange Commission, 100 F St., NE, Washington, DC 20549-5631.  Respondents 

may extend the time period for issuance of the Initial Report with prior written 

approval of the Commission staff. 

 

b. Respondents shall undertake two follow-up reviews, incorporating any comments 

provided by the Commission staff on the previous report, to further monitor and 

assess whether the Policies and Procedures are reasonably designed to detect and 

prevent violations of the Anti-corruption laws (the “Follow-Up Reports”). 

 

c. The Follow-up Report shall be completed by no later than 270 days after the Initial 

Report. The second Follow-up Report shall be completed by no later than 450 days 

after the completion of the Initial Report. Respondents may extend the time period 

for issuance of the Follow-up Reports with prior written approval of the 

Commission staff. 

 

d. The periodic reviews and reports submitted by Respondents will likely include 

proprietary, financial, confidential, and competitive business information. Public 

disclosure of the reports could discourage cooperation, impede pending or potential 



 10 

government investigations and thus undermine the objectives of the reporting 

requirement. For these reasons, among others, the reports and the contents thereof 

are intended to remain and shall remain nonpublic, except (a) pursuant to court 

order, (b) as agreed by the parties in writing, (c) to the extent that the Commission 

staff determines in its sole discretion that disclosure would be in furtherance of the 

Commission’s discharge of its duties and responsibilities, or (d) is otherwise 

required by law. 

 

e. During this three-year period of review, Respondents shall provide their external 

auditors with their annual internal audit plan and reports of the results of internal 

audit procedures and its assessment of its FCPA compliance policies and 

procedures. 

 

f. During the three-year period of review, Respondents shall provide Commission 

staff with any written reports or recommendations provided by Respondents’ 

external auditors in response to Respondents’ annual internal audit plan, reports of 

the results of internal audit procedures, and its assessment of their FCPA 

compliance policies and procedures. 

 

34. Respondents shall each certify, in writing, compliance with the undertakings set 

forth above.  The certification shall identify the undertakings, provide written evidence of 

compliance in the form of a narrative, and be supported by exhibits sufficient to demonstrate 

compliance. The Commission staff may make reasonable requests for further evidence of 

compliance, and Respondents agree to provide such evidence. The certification and supporting 

material shall be submitted to Tracy L. Price, Deputy Chief, FCPA Unit, Division of Enforcement, 

Securities and Exchange Commission, 100 F St., NE, Washington, DC 20549-5631 no later than 

sixty (60) days from the date of the completion of the undertakings. 

 

35. Respondents undertake to do the following:  in connection with this action and any 

related judicial or administrative proceeding or investigation commenced by the Commission or to 

which the Commission is a party, Respondents (i) agree to appear and be interviewed by 

Commission staff at such times and places as the staff requests upon reasonable notice; (ii) will 

accept service by mail or facsimile transmission of notices or subpoenas issued by the Commission 

for documents or testimony at depositions, hearings, or trials, or in connection with any related 

investigation by Commission staff; (iii) appoint Respondents' undersigned attorney as agent to 

receive service of such notices and subpoenas; (iv) with respect to such notices and subpoenas, 

waives the territorial limits on service contained in Rule 45 of the Federal Rules of Civil Procedure 

and any applicable local rules, provided that the party requesting the testimony reimburses 

Respondents' travel, lodging, and subsistence expenses at the then-prevailing U.S. Government per 

diem rates; and (v) consents to personal jurisdiction over Respondents in any United States District 

Court for purposes of enforcing any such subpoena. 

 

In determining whether to accept the Offers, the Commission has considered the 

undertaking set forth in Paragraph 35. 

 



 11 

Criminal Plea Agreements 

 

 36. Respondent J&F has entered into a plea agreement with the United States 

Department of Justice that acknowledges responsibility for criminal conduct relating to the 

findings in the Order.  Specifically, in United States v. J&F Investimentos, S.A., Crim. No. 20-CR-

365 (E.D.N.Y.), J&F acknowledged responsibility for one count of conspiracy to violate the anti-

bribery provisions of the Foreign Corrupt Practices Act [18 U.S.C. § 371].   

 

37. In May 2017, Joesley and Wesley Batista entered into collaboration agreements 

with the PGR in Brazil, and in June 2017, J&F entered into a leniency agreement with the MPF in 

Brazil, in which they admitted their role in widespread bribery of Brazilian officials, including for 

conduct described herein.2 

 

Non-Imposition of a Civil Penalty 

 

 38. Respondents J&F and JBS acknowledge that the Commission is not imposing a 

civil penalty based upon the imposition of a $256,497,026 criminal fine as part of J&F’s resolution 

with the U.S. Department of Justice. 

 

IV. 

 

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

agreed to in Respondents’ Offers. 

 

 Accordingly, it is hereby ORDERED that: 

 

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

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

13(b)(2)(B) of the Exchange Act. 

 

B. Pursuant to Section 21C of the Exchange Act, Respondents Joesley Batista and 

Wesley Batista cease and desist from committing or causing any violations and any future violations 

of Section 13(b)(5) of the Exchange Act and Rules 13b2-1 and 13b2-2 thereunder. 

 

C. Respondents shall comply with the undertakings enumerated in paragraphs 33-34 

above. 

 

                                                 
2  Respondent J&F entered into a leniency agreement with the Brazilian Ministerio Publico Federal (“MPF”), 

and Respondents Joesley Batista and Wesley Batista entered into collaboration agreements with the Brazilian 

Procurador-Geral da República (“PGR”) (collectively the “Brazilian Agreements”).  As part of the Brazilian 

Agreements, Joesley Batista, Wesley Batista, and J&F have agreed to pay collectively BRL 10,300,000,000 (the 

approximate equivalent of $3.2 billion) of which $768,670,358 will be disgorged to BNDES.  The facts contained in 

this Order are consistent with the Brazilian Agreements.   



 12 

D. Respondent JBS shall, within fourteen days of the entry of this Order, pay 

disgorgement of $26,866,565 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).   

 

E. Respondents Joesley Batista and Wesley Batista shall each, within ten days of the 

entry of this Order, pay a civil penalty of $550,000 to the Securities and Exchange Commission for 

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

Exchange Act. 

  

F. If timely payment is not made, additional interest shall accrue pursuant to SEC Rule 

of Practice 600 or 31 U.S.C. § 3717.  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;  

 

(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 J&F, 

JBS, Joesley Batista and Wesley Batista as Respondents 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 Tracy L. 

Price, FCPA Deputy Unit Chief, Division of Enforcement, Securities and Exchange Commission, 

100 F St., NE, Washington, DC 20549-5631.   

 

 G. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondents Joesley Batista and Wesley Batista 

agree that in any Related Investor Action, they shall not argue that they are entitled to, nor shall 

they benefit by, offset or reduction of any award of compensatory damages by the amount of any 

part of Respondents’ payment of a civil penalty in this action ("Penalty Offset").  If the court in any 

Related Investor Action grants such a Penalty Offset, Respondents Joesley Batista and Wesley 

Batista agree that they shall, within 30 days after entry of a final order granting the Penalty Offset, 

notify the Commission's counsel in this action and pay the amount of the Penalty Offset to the 

Securities and Exchange Commission.  Such a payment shall not be deemed an additional civil 

penalty and shall not be deemed to change the amount of the civil penalty imposed in this 

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


 13 

proceeding.  For purposes of this paragraph, a "Related Investor Action" means a private damages 

action brought against Respondent Joesley Batista or Wesley Batista by or on behalf of one or 

more investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

 

 H. Respondents Joesley Batista and Wesley Batista acknowledge that the Commission 

is not imposing a civil penalty in excess of $550,000, based upon Respondents’ cooperation in a 

Commission investigation.  If at any time following the entry of the Order, the Division of 

Enforcement (“Division”) obtains information indicating that Respondents knowingly provided 

materially false or misleading information or materials to the Commission, or in a related 

proceeding, the Division may, at its sole discretion and with prior notice to the Respondents, 

petition the Commission to reopen this matter and seek an order directing that the Respondents pay 

a civil money penalty or additional civil penalty.  Respondents may contest by way of defense in 

any resulting administrative proceeding whether it knowingly provided materially false or 

misleading information, but may not:  (1) contest the findings in the Order; or (2) assert any 

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

 

 I. It is further Ordered that, for purposes of exceptions to discharge set forth in 

Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and 

admitted by Respondents Wesley Batista and Joesley Batista, and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Respondents Wesley 

Batista and Joesley Batista under this Order or any other judgment, order, consent order, decree or 

settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondents Wesley Batista and Joesley Batista of the federal securities laws or any regulation or 

order issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 

§523(a)(19). 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary