Brazil merger control (2019)
Produced in partnership with Barbosa Müssnich & Aragão Advogados
Brazil merger control (2019)

The following Competition guidance note Produced in partnership with Barbosa Müssnich & Aragão Advogados provides comprehensive and up to date legal information covering:

  • Brazil merger control (2019)
  • 1. Have there been any recent developments regarding the Brazilian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Brazil?
  • 2. Under the Brazilian merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to 'minority shareholdings'?
  • 3. Are joint ventures caught by the national merger control provisions (including non-structural, cooperative joint ventures)?
  • 4. What are the merger control thresholds and would a purely foreign-to-foreign transaction be caught (commenting on any ‘effects’ doctrine/policy if relevant)?
  • 5. Are there any specific issues parties should be aware of when compiling and calculating the relevant turnover for applying the jurisdictional thresholds?
  • 6. Where the jurisdictional thresholds are met, is notification mandatory and must closing be suspended pending clearance?
  • 7. Is there any discretion to review transactions that fall below the notification thresholds?
  • 8. Is it possible to close the deal globally prior to local clearance?
  • 9. Is there a deadline for filing a notifiable transaction and what is the timetable thereafter for review of by CADE?
  • more

A conversation with José Inácio F. de Almeida Prado Filho, partner, Luis Bernardo Cascão, partner, Marcos Exposto, partner, and Isadora Postal Telli, associate, at Brazilian law firm Barbosa, Mussnich & Aragao Advogados, on key issues on merger control in Brazil.

NOTE–to see whether notification thresholds in Brazil and throughout the world are met, see Where to Notify.

1. Have there been any recent developments regarding the Brazilian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Brazil?

Since the enactment of the Brazilian Competition Law in 2012, the Administrative Council for Economic Defense (CADE) has focused in increasing its institutionalization by issuing guidelines (eg gun-jumping practices, remedies on mergers, horizontal merger review), and also and preparing sectoral studies (eg health insurance, hospitals, air transportation, ports, education, gas).

In addition, the CADE has also entered into several cooperation agreements with governmental agencies and regulators (eg the Central Bank of Brazil, the Brazilian Industrial Property Office (INPI), the Brazilian Securities and Exchange Commission (CVM), the Brazilian Civil Aviation Agency (ANAC), etc.).

Between July and October 2019, there was a temporary suspension by the CADE’s Tribunal of all merger deadlines due to a lack of quorum. This was ended when new members were appointed to the Tribunal.

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