Brazil's competition authority – Conselho Administrativo de Defesa Econômica (CADE, the Administrative Council for Economic Defense) – has significantly intensified its enforcement activity. International companies operating in Brazil now face a heightened risk of investigation, substantial fines, and reputational damage if internal compliance measures are inadequate. The shift is not theoretical. CADE has moved decisively against cartel conduct, abuses of market dominance, and procedural failures in merger notification across multiple sectors.
Brazil's competition authority enforcement actions are governed by competition legislation administered by CADE. Companies whose Brazilian revenues or operations exceed specified thresholds must notify CADE before completing a merger or acquisition. Penalties for cartel conduct and abuse of market dominance can reach a significant share of a company's gross revenues in Brazil, and individual officers may face personal sanctions.
This alert explains what has changed, which businesses are most exposed, and the immediate steps international companies should take to reduce their risk.
What has changed: the current enforcement environment
CADE's enforcement posture has hardened across three distinct areas. Each carries separate compliance obligations and separate penalty exposure.
Cartel investigations. CADE has broadened its investigative toolkit under Brazil's competition legislation. Dawn raids – referred to as buscas e apreensões (search and seizure operations) – are now conducted with greater frequency. Digital evidence, including messaging applications and encrypted platforms, is actively sought. Investigators increasingly coordinate with international counterparts, meaning a cartel investigation in one jurisdiction can trigger parallel proceedings in Brazil.
Abuse of market dominance. Conduct that restricts competition in markets where a company holds a dominant position is subject to independent investigation. CADE has targeted exclusivity arrangements, discriminatory pricing, and refusals to deal. A company may hold market dominance under Brazilian competition legislation even without a formal finding in another jurisdiction. Each case is assessed on local market conditions.
Merger notification failures. Brazil operates a mandatory pre-merger notification system. Transactions meeting the prescribed revenue thresholds must be submitted to CADE before completion. Gun-jumping – closing a transaction before CADE clearance – is treated as a standalone infringement. Penalties for gun-jumping are applied separately from any substantive competition concerns with the transaction itself.
The effective date for heightened enforcement scrutiny is ongoing and immediate. No single legislative amendment triggered this alert. The change reflects a documented pattern of investigative and sanctioning decisions that has accelerated since early 2025.
Who is affected and threshold criteria
International companies face exposure in Brazil if any of the following conditions apply.
- The company, or a group entity, has annual gross revenues in Brazil above the thresholds set by competition legislation for merger notification purposes.
- The company participates in a market where price-fixing, market allocation, or bid-rigging conduct could be alleged – regardless of where the conduct originated geographically.
- The company holds a dominant position in a relevant Brazilian market and applies conduct that could be characterised as exclusionary or exploitative.
- A pending or recently completed acquisition involves a Brazilian target or a company with significant Brazilian revenues.
Exposure is not limited to Brazilian-headquartered businesses. CADE asserts jurisdiction over conduct that produces effects in Brazil, even when the parties and the conduct are located entirely outside the country. This efeitos (effects) doctrine is embedded in Brazilian competition legislation and has been consistently applied by CADE in cross-border matters.
Sectors receiving concentrated attention include financial services, technology platforms, pharmaceuticals, agribusiness, and infrastructure. Companies in these sectors should treat their risk level as elevated regardless of their current compliance history in Brazil.
To discuss how CADE's current enforcement priorities affect your operations in Brazil, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
The following steps address the most acute areas of exposure. They should be initiated without delay.
1. Audit pending and recent transactions for merger notification obligations. Any transaction closed within the past year that involved Brazilian revenue thresholds should be reviewed. A failure to notify that has not yet been detected by CADE may still be reported voluntarily, which can reduce penalty exposure. Companies planning acquisitions must obtain a legal assessment of notification requirements before signing a binding agreement – not at closing.
2. Review distribution, pricing, and exclusivity arrangements. Agreements with Brazilian distributors, agents, or customers that contain exclusivity terms, resale price conditions, or territorial restrictions warrant immediate legal review. Arrangements that are standard in other jurisdictions may constitute an abuse of market dominance or a restriction of competition under Brazilian competition legislation.
3. Assess cartel risk in trade association participation. Participation in industry bodies, trade associations, and sector committees in Brazil creates cartel exposure if meetings involve any discussion of pricing, output, market allocation, or customer lists. Companies should issue clear internal guidance to employees attending such meetings and consider retaining local counsel to monitor association activities.
4. Consider the leniency programme before CADE acts first. Brazil's programa de leniência (leniency programme) offers significant penalty reductions. including full immunity in certain cases. to the first party to disclose a cartel to CADE and cooperate with the investigation. The benefit is available only before CADE opens a formal investigation targeting the applicant. Once an investigation is opened, leniency terms become substantially less favourable. Companies aware of potential cartel conduct should assess their position urgently.
5. Establish or update a Brazil-specific competition compliance programme. CADE treats the existence of a genuine, documented compliance programme as a mitigating factor in penalty calculations. A programme that is tailored to Brazilian competition legislation – rather than a translated version of a group-wide policy – carries greater weight. The programme should cover merger notification triggers, cartel risk in commercial relationships, dominance assessments, and employee training records.
For companies with active operations requiring competition law support in Brazil, early engagement with specialist counsel is the most effective way to manage CADE exposure before a formal investigation begins.
Companies that face related commercial disputes arising from competition investigations should also review the implications under corporate disputes practice in Brazil, where private enforcement claims are increasingly filed following CADE decisions.
For comparison with enforcement trends in another major jurisdiction, our alert on competition enforcement actions in the United States sets out parallel developments relevant to multinational compliance strategies.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our competition law practice supports international companies facing CADE investigations, merger notification obligations, and cartel risk assessments in Brazil and across Latin American markets. As a law firm in Brazil and Iberian markets, we combine Portuguese civil law expertise with English common law methodology to deliver cross-border competition compliance and enforcement defence strategies. Our attorneys have advised on competition matters in both civil law and common law systems, including coordinated multi-jurisdictional responses where a single investigation spans several regulatory authorities. Engaging a lawyer in Brazil with cross-border competition experience is particularly important when CADE's efeitos doctrine extends an investigation beyond Brazilian borders. To discuss your exposure under Brazil's current enforcement environment, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.