By André Vieira, Brazil Stock Guide — Oi (B3: OIBR3; OIBR4; NYSE: OIBZ) is once again at the epicenter of a never-ending crisis.
In a ruling from Rio de Janeiro’s 7th Business Court, Judge Simone Gastesi Chevrand ordered the removal of the company’s board and executive team. The decision also suspended R$1.5 billion in out-of-court obligations for 30 days and appointed Bruno Rezende as judicial administrator to oversee service continuity, with Tatiana Binato handling the subsidiaries.
The court compiled a technical dossier on Oi’s management: signs of asset stripping, questionable hires such as consultancy Íntegra, excessive fees of up to US$100 million for the U.S. restructuring process, inconsistent cash disclosures, and the absence of a plan to safeguard essential services. This combination led the judge to adopt what experts describe as “anticipating the effects of bankruptcy”: removing executives, suspending obligations, and imposing a 30-day provisional liquidation.
From chapter 15 to chapter 11
At the center of the dispute was Oi’s attempt to shut down its Chapter 15 process and file for Chapter 11 in the United States. Chapter 15 merely recognizes Brazil’s judicial recovery in U.S. courts, shielding the company from local creditors but preventing contract renegotiations. Chapter 11, by contrast, is a full restructuring process, granting companies authority under U.S. jurisdiction to renegotiate obligations, reject contracts, and impose new terms on creditors.
At a September 30 shareholder meeting of V.tal — Brazil’s largest neutral fiber network, controlled by BTG Pactual S.A. (B3: BPAC11; BPAC3; BPAC5) but with Oi retaining a 27.26% stake — documents showed that Oi’s ousted management filed a motion in New York to terminate the recognition order and dismiss the Chapter 15 cases, signaling plans to abandon the Brazilian recovery plan and shift to full restructuring.
In a hearing on August 14, 2025, then-CEO Marcelo Milliet admitted under oath that the strategy could include reopening critical V.tal contracts and targeting more than R$4.5 billion in credits—a move the neutral-network company’s board viewed as a direct attack on its sustainability.
On the morning of September 30, BTG Pactual moved preemptively against what it called a threat to its company’s survival. At a shareholders’ meeting, V.tal approved by a 72.7% to 27.3% margin the launch of a liability action under Brazil’s Corporate Law (Article 159) against three Oi-linked board members.
Automatically removed were: Marcelo José Milliet, Oi’s CEO and V.tal’s vice-chairman; Rodrigo Caldas de Toledo Aguiar, Oi’s CFO and V.tal board member; and Fábio Wagner, Oi’s legal director and alternate board member.
The “Attack Plan” Exposed in New York
The trigger was evidence presented at the August 14 SDNY, the influential federal bankruptcy court in Manhattan, hearing: WhatsApp messages in which Oi executives discussed a “plan of attack” against V.tal. In excerpts shown, Milliet confirmed having written:
— “This is the message where you suggested you needed to make a plan of attack against V.tal, correct?”
— “Absolutely.”
— “And the next message in Portuguese… it says ‘how can we f*** them,’ correct?”
— “Correct.”
Documents attached to V.tal’s shareholder notice said the strategy sought to reopen key contracts and seize credits worth over R$4.5 billion as part of Oi’s planned Chapter 11 filing.
For Renato Mazzola, V.tal’s chairman and a BTG partner, the exchanges represented a “direct assault on the company’s sustainability.” A legal opinion by former CVM director Otavio Yazbek concluded that fiduciary duties had been breached and recommended accountability.
The information comes from roughly 400 pages of official V.tal documents filed with Brazil’s securities regulator (CVM) and released last night. The space remains open for comments from Oi, BTG Pactual, and the executives mentioned.
BTG Shields V.tal
The market interpreted BTG’s reaction as a clear defense of its investment. By removing Oi’s representatives from V.tal’s board, the bank reinforced governance of the neutral network and reduced the influence of Oi’s former executives.
V.tal’s board was reconstituted with Fernando Dal-Ri Murcia and José Eduardo Gomes Manassero, appointed by Oi and Rio Alto. But the majority remains aligned with BTG, including André Esteves, BTG CEO Roberto Sallouti, and executive Amos Genish, all serving until 2027.
Born from the spin-off of Oi’s infrastructure assets, V.tal has become Brazil’s largest neutral network, supplying fiber infrastructure, submarine cables, data centers, and wholesale connectivity solutions to carriers, regional ISPs, and digital companies.
What Comes Next
Oi has filed for judicial recovery twice: first in 2016, Brazil’s largest ever at R$65 billion, and again in 2023 for R$43.7 billion. The latest process remains ongoing.
In the next 30 days, Rio’s courts will decide whether Oi faces full liquidation or gets one last chance at judicial recovery under new governance. On the corporate side, V.tal’s liability suit under Article 159 will proceed, with reporting to the CVM and a governance structure consolidated until 2027. In the U.S., Oi’s ambition to enter Chapter 11 remains alive—but Brazil’s judicial intervention has reshaped the chessboard.