BRAZIL LAW AND PRACTICE Contributed by: Alan Campos Elias Thomaz, Juliana Sene Ikeda, Ricardo Barretto Ferreira da Silva and Camila Sabino Del Sasso, Campos Thomaz Advogados
bases where such integration could raise foreclosure risks. In associative agreements, commitments often address the exchange of competitively sensitive infor - mation, exclusivity clauses and confidentiality safe - guards. Remedies must be proportionate, time-bound and monitored by independent trustees. Non-compli - ance may lead to fines or reopening of the proceeding. 6.4 Antitrust/Competition Enforcement CADE holds extensive powers to approve, block or condition mergers and associative agreements. The General Superintendence may summarily approve straightforward cases, while complex transactions are decided by the Tribunal. Tribunal decisions are final administratively but may be challenged before the federal courts, where review is typically limited to procedural grounds and CADE’s economic analysis commands substantial deference. CADE may also investigate non-notified transactions that later reveal anticompetitive effects, ordering unwinding, behavioural remedies or fines ranging from BRL60,000 to BRL60 million. Enforcement against gun-jumping remains a key priority: early integration of operations, sharing of sensitive information or co- ordinated behaviour before clearance are regularly sanctioned. Beyond merger control, CADE enforces prohibitions on cartels and abusive conduct, imposing fines based on the company’s Brazilian turnover. The agency mon - itors markets for exclusionary strategies, refusals to deal, predatory innovation and abuses of data control. Its integrated structure enables a holistic approach that combines merger review with ongoing market surveillance. For foreign investors, Brazil’s antitrust framework offers predictability, transparency and alignment with international standards. The broad definition of con - centration act ensures that any transaction or col - laboration capable of affecting competition in Brazil – whether through acquisition of control, associative agreements or data-driven strategies – falls under CADE’s jurisdiction. Early engagement with the local advisers and authority, and antitrust due diligence, are
essential for transactions in sensitive sectors, particu - larly technology, infrastructure and digital markets, ensuring smooth review and minimising enforcement risk in one of Latin America’s most advanced competi - tion regimes. 7. Foreign Investment/National Security 7.1 Applicable Regulator and Process Overview FDI in Brazil is subject mainly to registration require - ments and sector-specific restrictions or approvals in a limited number of strategic areas. BACEN is the principal authority responsible for the registration and monitoring of FDI in the country. All FDI must be registered electronically through the Electronic Declaratory Registration-Foreign Direct Investment ( Sistema de Prestação de Informações de Capital Estrangeiro de Investimento Estrangeiro Direto SCE-IED) system. This registration is mandatory but declaratory in nature, meaning it is not a form of prior approval. The Brazilian recipient of the investment (the local com - pany) must complete the registration after the invest - ment funds enter Brazil within 30 days. The informa - tion must then be updated periodically or whenever changes occur in the ownership structure, capital or valuation. Brazil’s legal framework for foreign capital is based mainly on Law No 4,131/1962 and Law No 14,286/2021 (the “New Foreign Exchange Legal Framework”), which modernised and simplified foreign investment procedures. Foreign investors are generally not sub - ject to national security reviews, except where specific sector laws apply. The overall process is designed to encourage investment while preserving national interests in sensitive areas such as land ownership and media. The approval process may vary according to the sec - tor but generally involves:
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