BRAZIL Trends and Developments 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
Compliance and Integrity in the Brazilian Private Sector – Building a Culture of Trust and Transparency Introduction Over the past decade, the pursuit of a business envi - ronment guided by integrity and transparency has become one of the greatest challenges – and achieve - ments – of the Brazilian private sector. The incorpora - tion of compliance and integrity principles has been transforming how organisations conduct their busi - ness, engage with public authorities and meet the expectations of society. This movement gained strength with the enactment of the Anti-Corruption Law (Law No. 12.846/2013), which introduced a new paradigm of strict liability for legal entities involved in harmful acts against public administration. Upon reaching its tenth anniversary in 2024, this legislation has consolidated itself as the main legal framework in combating corporate cor - ruption in Brazil, a period during which the culture of business integrity has significantly evolved. Today, integrity is no longer merely a legal requirement – it has become a core component of corporate reputa - tion and business sustainability. The law, consisting of seven chapters addressing civil and administrative liability of legal entities for harmful acts against both domestic and foreign public admin - istration, introduced significant innovations into the Brazilian legal system. Among them are: • the creation of the National Register of Penalised Companies (CNEP); • the adoption of strict liability for companies regard - ing their conduct; • the consolidation of corporate integrity pro - grammes as a governance tool; and • the tightening of sanctions applicable to corporate misconduct. It is worth noting that this legal framework expanded the scope of liability for legal entities, encompassing both the civil and administrative spheres, and incor - porated modern investigative mechanisms such as the leniency agreement – an instrument akin to plea bargaining but applicable to corporate contexts.
Furthermore, it extended the application of penal - ties to acts committed outside Brazilian territory and began to impose direct sanctions on companies involved in corruption, not merely on their executives. This development filled a historical gap in the Brazil - ian legal system and consolidated a new paradigm of corporate accountability. Combating corruption must be regarded as a national priority, as it contributes to the efficient use of public resources, promotes fairer competition among com - panies, reduces Brazil’s exposure to international sanctions and enhances its attractiveness to foreign investors. In this context, the role of compliance becomes especially significant. Companies that internalise these principles tend to achieve greater institutional resilience, a solid reputa - tion, and easier access to global markets and invest - ments. Moreover, such practices foster a more bal - anced and competitive business environment in which trust emerges as the primary asset. The legal framework driving corporate compliance The Anti-Corruption Law represented a turning point in addressing corporate irregularities, as it established administrative and civil liability for companies inde - pendent of proof of fault or intent. Thus, Brazil aligned itself with international references such as the United States’ Foreign Corrupt Practices Act, recognising legal entities as key actors in the integrity effort and imposing upon them the duty to prevent, detect and remedy unlawful acts. Decrees No. 8.420/2015 and No. 11.129/2022 complemented the Anti-Corruption Law by setting objective parameters for evaluating compliance pro - grammes and by granting benefits to companies that adopt effective prevention and control mechanisms. Among these incentives are the potential reduction of penalties and recognition of good faith and active co- operation during administrative investigations. The most recent decree emphasises that compliance programmes must be tailored to each company’s size, sector and risk profile. It also places organisa - tional leadership at the heart of ethical commitment,
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