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
8.2 Compliance Guidelines and Best Practices
across all jurisdictions and, in some cases, beyond Brazil’s borders. 7.4 Discretion for Mitigation and Aggravation The Brazilian enforcement framework includes clear provisions for mitigation of liability (reduced penalties) and also recognises aggravating factors (which can increase penalties or worsen enforcement outcomes) under the principal anti-corruption legislation, espe - cially the Clean Company Act (Law No. 12.846/2013) and Decree No. 11.129/2022. 7.5 Recent Landmark Investigations or Decisions Recent headline matters include the Supreme Federal Court’s (STF) reversals impacting the legacy of Opera - tion Car Wash – notably the 2024 rulings that quashed high-profile convictions (eg, Marcelo Odebrecht, José Dirceu), reshaping precedent on due process and statute-of-limitations issues and reverberating across Sanctions in Brazil vary by offender and severity. Indi - viduals convicted of bribery or related crimes face two to 12 years in prison, plus fines and possible loss of public office. Companies, under the Clean Company Act (Law No. 12.846/2013), may be fined 0.1% to 20% of gross revenue or a fixed amount under Decree No. 11.129/2022, and may also face contracting bans, public disclosure of the conviction or even dissolu - tion in severe cases. parallel cases and co-operation deals. 7.6 Level of Sanctions Imposed Brazilian law promotes corruption prevention through corporate compliance programmes. The Clean Com - pany Act (Law No. 12.846/2013) and Decree No. 11.129/2022 encourage companies to adopt integrity measures such as a code of conduct, reporting chan - nels, risk assessment, third-party due diligence and employee training. While “failure to prevent bribery” is not a specific offence, lacking an effective compli - ance programme can aggravate penalties, whereas having one may mitigate sanctions or support leni - ency agreements. 8. Compliance Expectations 8.1 Compliance Obligations
The CGU and the AGU have published comprehensive guidelines for corporate integrity programmes. Key references include the Integrity Programme Evaluation Manual and the Guidelines for Integrity Programmes in Private Companies (2024), which outline 16 objective criteria for evaluating effectiveness under Decree No. 11.129/2022. These criteria address governance, risk management, internal controls, training, communica - tion and reporting systems. The CGU also runs the Pro-Ética Programme, which highlights companies with exemplary compliance standards. Collectively, these instruments help align Brazil’s enforcement practices with OECD principles and the ISO 37001 anti-bribery standard. 8.3 Compliance Monitorships Brazilian authorities may appoint a compliance moni - tor as part of leniency agreements under the Clean Company Act (Law No. 12.846/2013). The CGU and AGU can require independent monitoring to ensure that remediation and compliance measures are effec - tively implemented. The monitor submits periodic reports and audits to verify progress. This practice, provided for in Decree No. 11.129/2022 and Joint Ordinance CGU/AGU No. 4/2019, aligns with inter - national standards focused on promoting lasting cor - porate integrity. 9. Assessment 9.1 Assessment of the Applicable Enforced Legislation The OECD Phase 4 Report (2023) and the CGU Integ - rity Report (2024) both recognise Brazil’s progress in enforcing anti-corruption laws, noting stronger inter- agency co-ordination, improved leniency practices and wider use of the Fala.BR platform. Remaining challenges include fragmented enforcement, slow judicial processes and insufficient whistle-blower pro - tection. Overall, Brazil is seen as a maturing enforce - ment system with solid institutions but room for great - er consistency.
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