Can the STF minister have a stake in a company? See what the rules are

Minister Dias Toffoli, of the Federal Supreme Court (STF), left the rapporteur of the case involving Banco Master and was replaced by André Mendonça, this Thursday (12th). The redistribution took place by lot, as provided for in the Court’s internal regulations.

This Thursday, Toffoli admitted in a statement that he is a partner in the company Maridt, which sold a stake in the Tayayá resort, in the interior of Paraná, to a fund owned by banker Daniel Vorcaro’s brother-in-law, pastor Fabiano Zettel (also investigated by the PF), but said he had declared the amounts to the Federal Revenue Service and acted in accordance with the Organic Law of the Judiciary.

The revelations sparked controversy regarding a possible conflict of interest that would make it impossible for Toffoli to remain as rapporteur for the investigations. Want to understand better? See questions and answers about the case below.

Understand

Toffoli’s decision to leave the case as rapporteur was taken after a meeting called by the president of the STF, Edson Fachin, to present to his colleagues the content of the PF report with data extracted from the cell phone of Daniel Vorcaro, owner of Master, liquidated by the Central Bank in November.

According to ministers interviewed, upon realizing that he was encountering resistance from most of his colleagues to continue with the case, Toffoli ended up giving in and agreed with his peers that he agreed to leave the report “upon request”.

What will happen now?

As is customary, the new rapporteur heading the process (André Mendonça) was chosen by lot. The STF ministers assessed that it was not a case of suspicion due to the findings that mention Toffoli in the report sent by the PF and recognized the “full validity of the acts carried out” by the former rapporteur. The magistrates also expressed “personal support” for Toffoli.

By law, can a STF minister have a company?

Yes, as long as he does not perform administrative or management functions in them, in accordance with the Organic Law of the National Judiciary (Loman). Article 36 of Loman expressly provides that judges in general may be shareholders or quota holders of companies, including mixed capital companies. As a result, they can receive dividends and other amounts arising from the business, as long as they do not act in active management.

The questions asked of Dias Toffoli did not refer to the fact that he had a stake in Maridt, a company managed by his brothers, but because he was the rapporteur of a case that involved the interests of his partners.

Can a minister judge partners in his company, or people with whom he does business?

Article 254 of the Code of Criminal Procedure establishes that any judge will be considered a suspect or may be rejected by the parties “if he is a close friend or enemy” of one of those involved or “if he is a partner, shareholder or administrator of a company interested in the process”, among other cases.

Toffoli’s argument was that he had only become rapporteur for the Master case when Maridt, of which he is a partner, was no longer linked to the group being investigated.

— If the group of judges is a body in which the entire Brazilian society has to believe, the average judge must have much more suitable behavior than the average citizen. It is not an absolute clause, and suspicion cannot be alleged for external reasons, just to remove a judge. This is not the case with Toffoli. The factual elements of suspicion come from his relationships. Suspicion depends on evidence, but an environment has already been created in which it would be good for the STF, the Judiciary and the minister himself if he left the rapporteur and this cloud of distrust — said UFF Constitutional Law professor Gustavo Sampaio, before the minister himself decided to leave the rapporteur.

What is Toffoli’s relationship with Maridt?

He admitted to being a partner of Maridt, who sold a stake in Tayayá to a fund owned by pastor and businessman Fabiano Zettel, Vorcaro’s brother-in-law. In commercial records, only the names of José Eugênio Toffoli and José Carlos Toffoli, brothers of the minister, appear as Maridt executives.

As it is a privately held corporation, there may be shareholders who receive dividends and are not on the books because they are not directors. According to the registry of the São Paulo Commercial Board, the company was created in October 2020 and is headquartered in a house in Marília (SP), where José Eugênio lives.

Security guards serving the STF traveled during holidays, weekends and judicial recess to the region where the Tayayá resort, frequented by Toffoli, is located. There were 128 days in total, at a cost of R$460,000 in daily rates.

The minister stated that he had only taken on the Master case when “Maridt was no longer part of the Tayayá Ribeirão Claro group”. Toffoli says he only receives dividends, without exercising management functions, which is permitted by Loman.

What is the relationship between Maridt and the Master?

Maridt left the Tayayá Ribeirão Claro resort in two stages: on September 27, 2021, it sold part of the shares to the Arleen fund, from Zettel, managed by Reag Investimentos. The stake was valued at R$6.6 million. Arleen then became Maridt’s main partner at the resort. On February 21, 2025, the remaining stake was sold to PHD Holding.

Reports from Folha de S. Paulo and Estado de S. Paulo showed that Zettel is behind a web of investment funds managed by Reag, a manager investigated on suspicion of fraud involving Master.

What do the messages between Toffoli and Vorcaro found on the banker’s cell phone say?

The PF report includes phone calls between the two, the sending of an invitation to a birthday party for the minister and conversations between Vorcaro and third parties about payments related to Tayayá, according to Globo columnist Malu Gaspar. The content remains confidential.