CADE proposes significant changes to Brazil’s merger control regime

On September 23, 2026, Brazil’s Antitrust Authority (CADE) launched two separate public consultations addressing core aspects of Brazilian merger control regime. The first proposes a broad revision of CADE’s Resolution No. 33/2022 (the Brazilian merger regulation) and the second proposes a comprehensive reform of CADE’s Internal Rules. Both proposals were prepared by working groups appointed by CADE’s Acting President, Diogo Thomson de Andrade, and are open for comment for 45 days, until November 6, 2026.

The timing is not incidental. Ambiguous notification rules – particularly around the definition of ‘economic group’ and definition of control – have fueled legal uncertainty and a growing number of precautionary filings. In 2025, merger notifications rose by more than 22%, reached a recorded number of over 800 merger filings, with the vast majority cleared unconditionally.

Resolution No. 33/2022: the main event for dealmakers

The revision preserves the overall architecture of Brazil’s merger control regime and does not change the statutory revenue thresholds set out in Article 88 of the Brazilian Competition Law (at least one economic group involved in the transaction must have had gross revenues in Brazil exceeding BRL 750 million, and another economic group exceeding BRL 75 million, in the preceding fiscal year).

The changes do, however, aim to provide more predictability to how parties and their economic groups are identified, improve the selection of the appropriate review track, and reduce mandatory notifications with limited competitive significance. Key proposed changes include:

• Economic group definition and the 20% rule. The draft clarifies that the 20% shareholding threshold used to define an economic group applies only “downward” – that is, to companies in which the entities under common control hold stakes. The change aims to prevent the rule from automatically pulling in upstream minority investors who do not share common control with the parties directly involved in the transaction.
• Seller-side revenue based on the transferred business. A new Article 4-A would provide that, for certain share-transfer transactions, the revenue attributable to the seller would be calculated based on the economic business actually being transferred, rather than on the seller’s entire economic group. The aim is to avoid situations in which businesses retained by the seller inflate the second revenue threshold, triggering a mandatory filing that bears little relation to the actual impact of the transaction in Brazil. The proposed rule expressly excludes asset acquisitions and includes safeguards against artificial restructurings, as well as a two-year aggregation rule for successive transactions between the same parties.
• Control presumptions. A new Article 4-B codifies presumptions for determining control (including majority voting rights, ability to block quorum, veto rights over business plans or key managers).
• Simplified thresholds for share acquisitions end exclusion of the requirement for notification of share acquisitions starting at 5%. Acquisitions that do not result in control would only require notification above a 20% increment in shareholding; and acquisitions by an existing sole controller and reinforcements of an existing shared-control structure would be exempted.
• Ex post call-in power preserved, not expanded. CADE’s statutory power to call in below-threshold deals within one year of closing is not converted into a general notification duty, but a new Article 9-A allows CADE to issue periodic guidance on how it will use that power, including for strategic assets and technology-driven transactions.
• Proceeding adjustments. In specific circumstances, for instance the acquisition of a disruptive competitor or a recent entrant, CADE would have the possibility not to accept the fast-track review, even when structural criteria are met, as long as this is done by a reasoned decision.

A parallel reform of CADE’s internal rules (RICADE)

The second consultation consolidates rules currently spread across separate resolutions – including those on confidentiality, document access and virtual deliberation – into a single instrument. Highlights include:

• Governance and strategic planning. A new Competition Policy Governance and Planning Committee, comprising representatives of the Tribunal, General Superintendence, and Chief Economist’s office, would coordinate strategic actions and avoid overlaps among studies, cases, and institutional initiatives. CADE would also publish a biennial priorities agenda (subject to consultation) and an annual activities report.
• Competition advocacy. Market studies, legislative opinions, and recommendations to public agencies would follow a dedicated framework, distinguishing strategic actions (subject to a Tribunal-approved work plan) from ordinary actions. Final products in both tracks would require Tribunal approval.
• Social participation. The reform formalizes public engagement mechanisms (including public consultations and hearings) and requires at least 45 days of public consultation before adoption of regulations affecting economic agents. Importantly, it also introduces amicus curiae
• Transparency and procedural improvements. Manifestly unfounded conduct complaints could be dismissed at an early stage. Requests for interim measures would be subject to a 180-day decision deadline, extendable once by 60 days. Tribunal decisions would also be formally notified to prosecutors to facilitate private enforcement.
• Confidentiality rules. Leniency materials would remain protected, although Tribunal decisions could reproduce evidence on which they rely. Universities and research institutions could access anonymized historical data.

Both proposals remain open for comment until November 6, 2026.  The full texts are available here.

For more information, please contact Mattos Filho’s Antitrust practice area.