backBrazil’s Administrative Council for Economic Defense (CADE) has approved, without restrictions, the increase of United Airlines’ minority interest in Azul from 2.02% to approximately 8%. The transaction takes place in the context of Azul’s Chapter 11 restructuring proceedings in the United States. Although CADE’s General Superintendence had already cleared the transaction in December 2025, the case was referred to CADE’s Tribunal following an appeal filed by the Institute for Research and Studies on Society and Consumer Affairs, which was admitted as an interested third party.
Reporting Commissioner Diogo Thomson addressed, among other issues, whether the notification should have included American Airlines—also involved in Azul’s Chapter 11 proceedings—particularly in light of a potential scenario of coordinated market influence, including cross-shareholdings in a direct competitor in Brazil. The opinion further examined the transaction’s impact on Azul’s corporate governance structure and the specific rights granted to United Airlines. The Commissioner concluded that a joint notification is not necessarily required when transactions are at different stages of negotiation or involve distinct contractual arrangements, provided that all relevant information is properly disclosed to the competition authority.
In addition, the decision emphasized that any potential competitive concerns were mitigated by governance guidelines, information safeguards set out in the transaction documents, and commitments undertaken by the parties. These factors supported CADE’s unconditional approval. The ruling also noted that failure to comply with the agreed safeguards could prompt a review of the decision. Any future increase in United’s stake or changes that expand its influence over Azul must be submitted to CADE for prior review.
Access link to Concentration Act No. :: Sistema Eletrônico de Informações – Pesquisa Processual ::
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