Brazil’s antitrust authority (CADE) reaffirms its jurisdiction over international transactions, rejecting a de minimis rule
CADE’s Tribunal overturns the General Superintendence’s decision declining jurisdiction based on the target company’s minimum turnover in Brazil in the absence of an express legal basis
On July 1, 2026, CADE’s Tribunal reaffirmed the current rule governing the relevant turnover of economic groups in Brazil for purposes of determining whether international transactions must be notified to CADE[1].
Under the current framework, international transactions are subject to mandatory notification to CADE when the applicable objective jurisdictional thresholds are met. For this purpose, the relevant criterion is the turnover generated in Brazil by the buyer’s and seller’s economic groups (one economic group with at least BRL 750 million in turnover and the other with at least BRL 75 million), rather than the turnover of the target company on a standalone basis.
In its review of the FoxConn/Mitsubishi case in May 2026, CADE’s General Superintendence (SG) had introduced a de minimis rule for purposes of assessing competitive effects by considering the target’s revenue in Brazil, rather than the sales and assets of the seller’s economic group that are not being transferred in the transaction. As a result, the SG linked the “material economic-territorial link with Brazilian jurisdiction” to the target’s turnover in Brazil when determining CADE’s jurisdiction to review international transactions, thereby changing the applicable standard.
The CADE Tribunal, however, reversed the SG’s position, holding that the seller’s economic group’s gross turnover in Brazil must be taken into account, provided that the transaction produces effects in Brazil or there is a concrete prospect that the business will produce effects in Brazil.
Finally, the Tribunal established a working group to review CADE Resolution No. 33/2022, which establishes the criteria for determining whether transactions are subject to mandatory filing in Brazil, setting a 60-day deadline for completion of the work.
TozziniFreire’s Competition practice group is closely monitoring developments inthis matter at CADE and remains available to answer any questions.
