Corporate Law & Financial and Capital Markets
CADE merger control: when your deal needs antitrust approval in Brazil
Guilherme Chambarelli
Published on
3 min read
In this article
A transaction needs CADE approval in Brazil when it qualifies as an “economic concentration act” and the parties meet the revenue thresholds: at least one group with gross revenue in Brazil of BRL 750 million or more in the previous year, and at least one other group with BRL 75 million or more. Brazil has a mandatory, suspensive system: notifiable deals cannot close before clearance. Foreign-to-foreign deals can be caught if the groups have revenue in Brazil.
Key points
- Legal basis: Law 12,529/2011 and CADE Resolution No. 33/2022.
- Thresholds consider the revenue in Brazil of the whole economic groups involved.
- Mergers, acquisitions of control or relevant minority stakes, joint ventures and some associative contracts may be notifiable.
- Statutory review period: up to 240 days, extendable.
- Closing before approval (gun jumping) triggers fines and nullity.
Which transactions are notifiable?
Under Article 90 of Law 12,529/2011, an economic concentration occurs when two or more independent companies merge, when one acquires control or parts of another, when one company incorporates another, or when companies enter into an associative contract, consortium or joint venture. CADE Resolution No. 33/2022 details when minority acquisitions and associative contracts must be filed. In September 2026, CADE opened a public consultation to amend this resolution, with comments accepted until 6 November 2026, so companies should watch for updates.
How are the thresholds calculated?
The test uses the gross revenue or turnover in Brazil, in the year before the transaction, of the economic groups involved, not only of the target. A large foreign buyer with BRL 750 million in Brazilian revenue acquiring a target whose group has BRL 75 million in Brazil will usually trigger a filing, even if the deal is negotiated abroad. The definition of economic group (including investment funds and their portfolio companies) is technical and should be checked case by case.
How long does the review take?
| Procedure | When used | Timing |
|---|---|---|
| Fast-track (summary) procedure | Deals with low potential for competitive harm, such as low market shares or no overlap | Usually decided much faster than the legal maximum |
| Ordinary procedure | Deals with relevant overlaps or vertical concerns | Up to 240 days, extendable by up to 60 days at the parties’ request or up to 90 days by the Tribunal |
After clearance by the General Superintendence, there is a 15-day period in which the decision may be challenged or reviewed by the CADE Tribunal before it becomes final. Deal timetables should include this window.
What does the filing involve?
- Pre-filing analysis of thresholds, group structure and markets affected.
- Optional pre-notification meetings with CADE for complex deals.
- Filing with a description of the deal, the parties, the relevant markets and market shares.
- Payment of the filing fee.
- Responses to CADE’s information requests and, if necessary, negotiation of remedies.
What is gun jumping and why does it matter?
Gun jumping is the consummation of a notifiable deal before CADE approval, either by closing or by acts that anticipate integration, such as exchanging competitively sensitive information, transferring assets or interfering in the target’s commercial decisions. Article 88 of Law 12,529/2011 provides for nullity of the acts, fines from BRL 60,000 to BRL 60 million and possible investigation for anticompetitive conduct. Purchase agreements should include covenants on interim management and clean team protocols.
Frequently asked questions
Does a deal between two foreign companies need CADE approval?
It may, if the groups meet the Brazilian revenue thresholds and the deal has effects in Brazil, even if the target has no Brazilian subsidiary.
Can the parties sign before approval?
Yes. Signing is allowed; what cannot happen before clearance is closing or integration.
Can CADE review deals below the thresholds?
Yes. The law allows CADE to request the filing of non-notifiable deals within one year of consummation.
How Chambarelli Advogados can help
Our Corporate Law & Financial and Capital Markets team and our Foreign Desk assess filing obligations, coordinate the CADE process and structure interim covenants. Book a meeting with one of our partners.
Informational content, updated October 2026. It does not replace advice on your specific case.
