Brazil’s CADE restores traditional filing criteria for foreign-to-foreign transactions

Brazil’s Antitrust Authority (CADE) has issued an important decision on the filing criteria applicable to foreign-to-foreign transactions in Brazil. In a unanimous ruling on July 2, 2026, the Commissioners at CADE’s Tribunal overturned the CADE General Superintendence’s (GS) recent practice of declining jurisdiction over certain transactions involving targets whose only connection to Brazil consisted of export sales below BRL 75 million in the preceding fiscal year, with no local assets or subsidiaries.

The decision restores CADE’s traditional interpretation that the jurisdictional revenue thresholds established under the Brazilian Competition Law and CADE Resolution No. 33 must be assessed based on the Brazil-sourced revenues of the economic groups involved in the transaction, rather than on the revenues generated by the target business in Brazil.

According to CADE’s Tribunal, a foreign-to-foreign transaction will remain subject to mandatory filing in Brazil whenever:

• The transaction qualifies as a ‘concentration’ (ato de concentração) under Brazilian law, which covers the acquisition of control as well as certain minority acquisitions, joint ventures, consortia, and associative agreements;
• The statutory revenue thresholds are met by the buyer’s and seller’s respective economic groups; and
• The target has (or is expected to have) a local presence or sales in or to Brazil – or in a relevant market that encompasses Brazilian territory – regardless of the volume of those sales.

The decision therefore restores CADE’s traditional approach to reviewing foreign-to-foreign transactions.

Tribunal acknowledges policy concern but stresses regulatory change must follow appropriate process

Despite its decision, CADE’s Tribunal acknowledged that the GS had identified a legitimate policy question concerning the notification of transactions involving targets with only limited ties to Brazil. However, it stressed that any change to existing filing criteria must be implemented through the appropriate legislative or regulatory process, rather than through individual enforcement decisions.

Working group established to review merger rules

Recognizing the significance of the policy debate, CADE’s Tribunal has announced the creation of an internal working group to assess potential amendments to Brazil’s current merger control regulations, including possible revisions of the filing criteria applicable to foreign-to-foreign transactions.

Practical implications

The Tribunal’s decision provides important guidance for companies assessing whether foreign-to-foreign transactions require notification in Brazil.

Until any regulatory amendment is adopted, parties should continue to follow CADE’s traditional approach. Accordingly, where the statutory revenue thresholds are met by the buyer’s and seller’s economic groups, transactions involving targets with local assets, subsidiaries, or export sales to Brazil should continue to be carefully assessed for potential filing obligations under Brazilian law.

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