BRAZIL Law and Practice Contributed by: Valeska Teixeira Zanin Martins, Carla Costa Carneiro da Silveira, Carlos Henrique Sousa Dias, João Victor Orlandi Zanetti Della Penna and Renato Bastos Abreu, Zanin Martins Advogados
4.4 Exempt Sectors/Industries There are no sectors or industries exempt from Bra - zil’s anti-corruption or bribery offences. The Penal Code, the Clean Company Act (Law 12.846/2013) and related statutes apply uniformly to all sectors, whether public or private, domestic or foreign. 4.5 Safe Harbour or Amnesty Programme Brazil provides a leniency mechanism under the Clean Company Act (Law No. 12.846/2013) for companies that voluntarily report misconduct and co-operate with authorities. Through a leniency agreement with the CGU and AGU, co-operating entities may obtain reduced fines, maintain eligibility for public contracts and mitigate reputational harm. To benefit, the com - pany must admit the violation, cease the illegal con - duct, and adopt or enhance compliance measures. This framework encourages self-disclosure and reme - diation while promoting a culture of integrity. Penalties differ for individuals and companies. Individ - uals convicted of bribery or related offences under the Penal Code face imprisonment from two to 12 years, fines and possible disqualification from public office. Legal entities, under the Clean Company Act (Law No. 12.846/2013), may be sanctioned with fines of up to 20% of gross revenue, publication of the conviction and restrictions on public contracts, with severe cases allowing suspension or dissolution of the company. 5.2 Guidelines Applicable to the Assessment of Penalties 5. Penalties for Violations 5.1 Penalties on Conviction Penalties in Brazil are determined according to legal and regulatory criteria. For individuals, the Penal Code (Articles 59–68) sets minimum and maximum sentences – such as two to 12 years for bribery – and increases penalties for recidivism or abuse of public office. For companies, the Clean Company Act (Law No. 12.846/2013) and Decree No. 11.129/2022 con - sider factors such as severity, co-operation, recur - rence, and existence of a compliance programme. Repeated offences and management involvement aggravate sanctions, while self-reporting and reme - diation mitigate them.
from the criminal liability of individuals, allowing both companies and persons to be sanctioned for the same conduct under separate legal frameworks. The law also recognises successor liability, meaning that a company acquiring or merging with another inherits responsibility for prior unlawful acts, limited to the val - ue of the assets transferred. This prevents evasion of accountability while protecting bona fide transactions.
4. Defences and Exceptions 4.1 Defences
Defences in corruption cases vary by type of liability. For individuals, the Penal Code allows general criminal defences such as lack of intent, absence of evidence, or the non-existence of an undue advantage or public official involvement. For companies, liability under the Clean Company Act (Law No. 12.846/2013) is strict, so traditional defences do not apply. However, penal - ties may be mitigated through proof of an effective compliance programme, voluntary self-reporting and co-operation with authorities, as provided in Articles 7 and 16 of the Act and Decree No. 11.129/2022. 4.2 Exceptions Exceptions to these defences arise when there is clear proof of wrongdoing or lack of good faith. For individuals, no defence applies where intent, active involvement or personal benefit from the offence is established. For companies, mitigating factors such as co-operation or compliance programmes are disre - garded if the misconduct was authorised or tolerated by management or if the company withholds or falsi - fies information during investigations. In such cases, authorities may apply the highest penalties allowed under the Clean Company Act (Law No. 12.846/2013) Brazilian law does not provide de minimis excep - tions for bribery or corruption. Any undue advantage, regardless of value, may constitute an offence under the Penal Code or the Clean Company Act (Law No. 12.846/2013). While there is no exemption for small or symbolic gifts, enforcement authorities may consider low materiality and effective remediation as mitigating factors when applying sanctions. and Decree No. 11.129/2022. 4.3 De Minimis Exceptions
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