BRAZIL Law and Practice Contributed by: Luiz Felipe Maia, Flavio Augusto Picchi and Débora Cunha Romanov, Maia Yoshiyasu Advogados – MYLAW
10. Acquisitions and Changes of Control 10.1 Disclosure Requirements Fixed-odds betting operating agents must disclose situations involving a merger, spin-off, acquisition, transformation, transfer or modification of direct or indirect corporate control to the SPA by submitting all necessary documentation within 30 days of the occur- rence of one of these events. There are currently no acquisition or change-of-con- trol regulations in place for horse race betting in Brazil. 10.2 Change of Corporate Control Triggers The occurrence of a merger, spin-off, acquisition, transformation, transfer or modification of direct or indirect corporate control of the operating agent may trigger revocation of the licence granted by the SPA, as per Article 6 of Ordinance SPA/MF No 827/2024. The SPA will have 150 days to review documentation submitted by the operating agent and make a deci- sion. 10.3 Passive Investor Requirements There are currently no requirements for passive inves- tors in relation to acquisitions or changes of con- trol. See 4.10 Personal Licensing (Application Pro- cess) regarding Article 7 of Normative Ordinance No 1,330/2023.
Also, as per Ordinance SPA/MF No 1,143/2024, oper- ating agents will be subject to monitoring by COAF, the regulatory body in charge of investigating and sanctioning activities related to money laundering. 11.2 Sanctions According to Article 41 of Law 14,790/2023, adminis- trative sanctions include: • a warning; • for a legal person, a fine ranging from 0.1% to 20% of the revenue after deducting the cost of prizes and income tax levied thereon, relative to the fiscal year before the initiation of the administrative sanc- tioning process, which shall never be less than the advantage obtained (when its estimation is possi- ble) nor exceed BRL2 billion per infraction; • for other natural or legal persons under public or private law, and for any entities or persons con- stituted in fact or in law (temporarily or otherwise, with or without legal personality, not engaging in business activity and when it is not possible to use the revenue criterion), the fine shall be between BRL50,000 and BRL2 billion per infraction; • partial or total suspension of the exercise of activi- ties for up to 180 days; • revocation of authorisation, extinction of permis- sion or concession, cancellation of registration, disaccreditation or a similar releasing action; • prohibition from obtaining ownership of a new authorisation, grant, permission, accreditation, reg- istration or similar releasing action for a maximum of ten years; • prohibition from carrying out certain activities or types of operations for a maximum of ten years; • prohibition from participating in tenders that have as their object the concession or permission of public services in the federal public administration, directly or indirectly, for not less than five years; and • disqualification from acting as a director or admin- istrator, and from holding positions in the bodies provided for in the by-laws or in the corporate charter of a legal person that operates any type of lottery, for a maximum of 20 years. The sanctioning procedural rite is described in Ordi- nance SPA/MF No 1,233/2024. Operating agents and
11. Enforcement 11.1 Powers Horse Race Betting
The Ministry of Agriculture, Livestock and Food Sup- ply is the regulatory body in charge of regulating, monitoring and enforcing the regulations and penal- ties related to racetracks in Brazil. Sports Betting In 2024, Decree No 11,907/2024 established the SPA within the organisational structure of the MF, as well as its responsibilities for licensing, permitting, regulating, monitoring, supervising, overseeing and sanctioning fixed-odds betting, lotteries and other activities.
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