Gafisa is a fourth largest Brazilian residential construction and real estate company, after Cyrela Brazil Realty, PDG S.A. MRV Engenharia and Brookfield Incorporações. It is based in São Paulo and present in various cities of Brazil. In the market since 1954 and specializes in projects of high standard, is also holding a number of other companies. Gafisa's predecessor company is Cimob Companhia Imobiliária (formerly known as Gafisa Participações S.A.), from whom Gafisa S.A. inherited brand name, assets, liabilities and market position.
Gafisa one of the leading companies in the ranking of the largest construction and real residential segment in Brazil, established in the developed markets more than 950 enterprises, among high-luxury residential condominiums, commercial buildings flats and shopping centers, representing approximately 10 million square meters of built area.
Headquartered in São Paulo and operations in other cities of the country, Gafisa was founded in 1954 in Rio de Janeiro, under the name Gomes de Almeida, Fernandes. At the end of the 80s became the Gafisa property and in 1997 from an association with GP Investments, has been called Gafisa SA In 2006 the Gafisa received a major shareholder: the Equity International Properties (EIP), a North American leader in real estate investment in Latin America, which belongs to Equity Group Investments (LLC), controlled by Samuel Zell.
Decided to expand its area of operation and become a national company, in 2004, Gafisa created the Board of New Business to care exclusively for new markets beyond the Rio-São Paulo. As a result of this strategy, the company is already present in Manaus (AM), Salvador (BA), Belém (PA), Fortaleza (CE), Maceió (AL), Goiânia (GO), Porto Alegre (RS), Cuiabá (MT ) in addition to cities in the interior of São Paulo (Itu, Campinas, Santo André) and Rio de Janeiro (Macaé).
The beginning of 2006 was marked by the entry of Gafisa in the New Market of Bovespa corporate governance, from the completion of initial public offering of shares of the company.
In 2007, the Gafisa made public offering of new shares, this time in the New York Stock Exchange (NYSE), which became the first residential real Brazilian listed on NYSE. The event has consolidated its position as a company in line with global standards and global reputation in financial and operational excellence.
Also in the first quarter of 2007, following the diversification of regional and residential products, the company strengthened the commitment to serve the segment of low income through the establishment of Fit Residencial, subsidiary of Gafisa ventures that will develop a low price in urban areas . The first release, the Fit Jacana, occurred in March.
The Gafisa also signed a joint venture (JV) with Odebrecht, Brazil's largest engineering and construction, training of District New Ventures Real Estate. The new company will develop residential projects in large scale in the horizontal segment of people outside metropolitan areas.
The Gafisa consolidates its position of leadership in the segment of middle and upper middle class and is now a more geographically diversified construction company of Brazil. The conclusion of the first phase of the acquisition of Alphaville further strengthened this position, expanding its presence in 18 states and 40 cities.
The 4th Panel of the Superior Court of Justice ( STJ ) upheld the decision which appoints Gafisa S/A responsible for debts of over 50 million of its predecessor, Cimob Companhia Imobiliária S/A ("Cimob", current corporate name of Gafisa Imobiliária S/A). The board unanimously held that there is no way to review the understanding of First and Second level courts that implemented the "reverse piercing of the corporate veil" against Cimob Companhia Imobiliária to reach for and pawn goods from Gafisa S/A, for signs of fraud. In an attempt to defraud their creditors, the net assets of Cimob had been reduced with the incorporation of Gafisa S/A.
Gafisa S/A lacks with transparency in their Annual Financial Statement 2013 on page 98 when they state that "the Company is included as successor in enforcement actions and in which the original debtor is a former shareholder of Gafisa, Cimob Companhia Imobiliária (“Cimob”)” [...] and “cannot be held liable for the debt of a company that does not have any relationship with Gafisa. The final decision of the Company's appeal, however, cannot be predicted at this time."
The lack of transparency now pointed in the Annual Financial Statement 2013 is verifiable by examining the decision from the Supreme Court with regards to the Special Appeal 1.096.319, which can no longer be appealed against. It confirmed prior decision from the São Paulo Court according to which: "By the facts exposed, there is a very strong business relationship involving the appealing company Gafisa S/A and the other firms withheld in the present legal case, which evidence that 'Gafisa S/A was, in fact and in law, constituted as a projection of the debtors themselves', as stated by the defendant (page 836)" (Source: INFORMATION EXTRACTED FROM THE OFFICIAL WEBSITE OF THE SAO PAULO TRIBUNAL COURT, Interlocutory Appeal No. 9038558-78.2006.8.26.0000) .
Moreover, the Supreme Court, when judging the Special Appeal 109631-9, has also entered the understanding that when recognized to apply the Article 50 of the Civil Code to the decisions issued by the original court they may not be reviewed by that court, according to the prohibition imposed by Precedent 5 and 7 of that court.
On the other hand, the same Supreme Court has expressly consented to the inclusion of Gafisa S/A in the national register of defaulters, this is due to the existence of legal proceedings against them in the enforcement phase. This Judgment has acquired the authority of a final decision on 08/13/2013 ( REsp 1035060 SP ) .
Not only do the above decisions make Gafisa S/A liable for the debts of Cimob, but also serve as a precedent for many other similar cases.
0113343-28.2010.8.26.0000 Interlocutory Appeal
Rapporteur: João Carlos Garcia
Region: São Paulo
Court judge: 9th Chamber of Private Law
Date of judgment: 10/08/2010
Date of registration: 21/09/2010
Other numbers: 990101133431
Summary: Interlocutory Appeal - Request for piercing the corporate veil between companies of the same group ( ClMOB / GAFISA ) - Lawsuit dismissed - Decision appealed by the plaintiff in the case of compensation brought towards the defendant - Successive ownership changes that signal to form new and prosperous society instead of the former, which fall on the pending litigation - Sharp intention to frustrate the liquidity of outstanding credits - Promiscuous corporate and asset envisioning - Application of Art. 28, § 5, CDC - Reformed Decision - Appeal accepted.
0087023-38.2010.8.26.0000 Interlocutory Appeal
Rapporteur: Percival Nogueira
Region: São Paulo
Órgão julgador: 6th Chamber of Private Law
Data do julgamento: 24/06/2010
Data de registro: 05/07/2010
Outros números: 990100870238
Summary: COMPLIANCE OF SENTENCE piercing the corporate veil - Extension of the effects of implementing a company comprising the same group - Group equity confusion and corporate manoeuvres make credit liquidity unfeasible – Compensation penalty charge - the Court Precedent - Decision maintained - Appeal refused.