Antitrust merger control in Brazil: a 2025 retrospective and Q1 2026 developments

Quantitative and sectoral overview of merger cases in 2025

In 2025, the Brazilian Antitrust Authority (CADE) reviewed a record number of merger cases, with 873 transactions submitted for review – a roughly 21.3% increase relative to 2024. Of these, 94% (798) were reviewed under the fast-track procedure and 6% (49) under the regular procedure, according to data from the CADE in Numbers report (CADE em Números). The average review time for fast-track cases was 15 days, while regular cases took approximately 120 days.

The high volume of filings reflects the long period since CADE last updated the mandatory filing revenue thresholds and a sharp rise in transactions in the electricity and real estate sectors. This even sparked debates over whether the criteria for mandatory filing of real estate asset acquisitions should be revised. The year was also notable for significant transactions in retail markets, particularly Bimbo/Wickbold and Petz/Cobasi, whose approvals were conditioned on the parties entering into Merger Control Agreements (ACCs) with divestiture obligations. CADE’s Tribunal also entered into five other ACCs in merger cases and approved certain transactions without restrictions based on unilateral commitments assumed by the parties, as seen in Ultragaz/Supergasbras and United/Azul cases.

Also notable was the large number of gun jumping investigations that the Tribunal reviewed throughout the year, totaling nine cases, eight of which resulted in convictions or settlements that included fines.

Remedy-related developments

In 2025, CADE further developed its case law on merger remedies through notable transactions such as DaVita/Brasnefro, Petz/Cobasi, Ultragaz/Supergasbras, and United/Azul, highlighting the active role of CADE’s Tribunal in remedy negotiations, the participation of third parties, and diverging views between CADE’s General Superintendence (GS) and the Tribunal on how certain cases should be resolved.

In DaVita/Brasnefro and Petz/Cobasi, the Tribunal conditioned its approval on the parties entering into ACCs with structural and behavioral remedies. In the DaVita/Brasnefro case, the remedies were largely negotiated with the Tribunal, which ordered:

• The mandatory divestiture of two asset blocks (with an up-front buyer requirement for one of them);
• A four-year prohibition on new acquisitions by DaVita in the chronic dialysis market in the metropolitan regions of Rio de Janeiro and São Paulo; and
• A five-year obligation to notify CADE of any transaction qualifying as a merger under CADE regulations, regardless of whether it meets the revenue thresholds.

In the Petz/Cobasi case, although the GS recommended clearing the transaction without remedies, the case was referred to the Tribunal following a third-party appeal. The Tribunal required remedies including the divestiture of certain stores, a prohibition on exclusivity clauses with distributors, suppliers, or partner companies, and a three-year prohibition on price parity or most-favored nation clauses.

By contrast, in Ultragaz/Supergasbras and United/Azul, the Tribunal found that the contractual arrangements and unilateral commitments presented by the parties were sufficient to mitigate the identified antitrust concerns, allowing the transactions to proceed without remedies or the need for ACCs.

Both of these cases were cleared by the GS without remedies and referred to the Tribunal after third parties appealed. In the first case, involving the formation of a joint venture to construct and operate a liquefied petroleum gas (LPG) terminal, the Tribunal determined that the existing contractual instruments – which included open access rules, independent governance, and functional segregation, among other features – already addressed the identified concerns. In the second case, unilateral instruments such as the term sheet, Azul’s draft bylaws, and United’s voluntary commitments relating to information barriers and conflict of interest were deemed adequate to mitigate the potential risks identified, with the only additional requirement being that the parties inform CADE of any increase in corporate rights or changes in governance. In both cases, the Tribunal emphasized that non-compliance with the conditions proposed by the parties could lead to a review of its decisions.

Finally, there were two further cases where the GS recommended blocking the transactions, but the Tribunal approved them subject to ACCs: Purifarma/Fagron, involving the divestiture of fractionation and distribution assets and behavioral obligations; and Unimed Cascavel, subject to behavioral and governance commitments to prevent discrimination against rivals.

These cases demonstrate the Tribunal’s central role in negotiating remedies through ACCs, having directly led the negotiations of the agreements described above. They also reflect CADE’s openness to accepting unilateral commitments in place of entering into ACCs.

Gun jumping, associative agreements and filing thresholds

The past year was also marked by a consolidation of case law in gun-jumping investigations, with particular focus placed on the mandatory filing requirements for associative agreements, project finance structures, and investments in FPSO vessels.

In 2017, while analyzing a codeshare agreement between TAM and Qatar Airways, the GS decided against reviewing the case, concluding that the agreement did not meet the criteria (such as the formation of a common venture and sharing of risks and results) to qualify as an associative agreement subject to mandatory filing with CADE. However, in 2025, this position shifted significantly in the Tribunal’s judgment of a gun-jumping investigation involving the Brazilian airlines Azul and Gol.

In reviewing the Azul/Gol case, the Tribunal clarified that codeshare agreements are not exempt from antitrust review and must be assessed on a case-by-case basis. Therefore, the Tribunal concluded that a codeshare agreement may qualify as a mandatory filing when it goes beyond simple commercial cooperation and involves a joint venture with shared risks and benefits. In Azul/Gol, the Tribunal found that these criteria were met given the high degree of coordination in the parties’ product, service and loyalty program offerings, the existence of a governance structure overseeing joint decisions, the potential for one party to exercise influence over the other, the joint execution of marketing campaigns, and exchanges of sensitive information, among other factors.

Because the contract had not been in place for more than two years at the time, the Tribunal found that no gun jumping had occurred. Even so, given the competitive sensitivity of the airline industry, the Reporting Commissioner required the parties to file their agreement within 30 days and prohibited expanding the codeshare’s scope to new routes. Following CADE’s decision, Azul and Gol announced the termination of the codeshare agreement and the end of merger negotiations between the companies.

Another relevant precedent on the mandatory filing of associative contracts addressed the need to file the constitution of associations between soccer clubs – specifically in the leagues Liga de Futebol Brasileiro (Libra) and Liga Forte União (LFU) – created for the collective negotiation of commercial rights, including the broadcasting of national championships. In a February 2026 ruling, the Tribunal concluded that both leagues met the criteria to qualify as associative agreements subject to mandatory filing, as:

• Their operating mechanisms reflected a joint-venture structure (including coordinated activities, a high degree of cooperation, and corporate and governance structures, among others); and
• The revenue-sharing structure established among the clubs constituted a sharing of risks and results. The legal nature of the leagues – non-profit civil associations – was not considered relevant to the mischaracterization of the mandatory filing associative agreement.

The Tribunal therefore concluded that the formation of both leagues required mandatory filing of associative agreements. However, in the case of the LFU, it found that no gun jumping had occurred because the individual clubs involved did not meet the revenue thresholds for mandatory filing, which is why the league was exempt from paying a fine. In any case, both leagues submitted settlement proposals to close the investigations, committing to notify CADE of transactions related to the formation of the leagues and to notify CADE or file with CADE the entry of new members if the mandatory filing criteria are met. In addition, Libra committed to acknowledging the infraction and paying a fine.

Finally, another important consideration for assessing the need for mandatory filing arises in cases involving project finance structures and interests in FPSO vessels. In a gun-jumping trial related to transactions involving the companies Mitsui and Modec concerning the acquisitions of stakes in a special purpose entity, CADE’s Tribunal clarified that a transaction will be subject to mandatory filing if it meets the objective criteria of Law No. 12,529/2011, regardless of the investment structure involved. The Tribunal also clarified the limits of an exemption that waives the requirement to file associative agreements, consortia, or joint ventures formed solely to participate in public tenders and the resulting contracts, stating that the exemption does not extend to acquisitions of shareholdings in a company that has already been awarded a public tender.

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