Cade Updates FAQ on Merger Notification Criteria

On April 23, 2025, the Administrative Council for Economic Defense (Cade) updated its Frequently Asked Questions (FAQ) regarding the notification criteria for concentration acts, addressing six main areas related to the analysis of corporate transactions. Notable points include the rules for calculating revenue and the configuration of economic groups, including the treatment of intra-group sales and the requirement that revenue thresholds must be met by at least two economic groups involved. The FAQ also clarifies the concepts of unitary and shared control, as well as stating that intra-group corporate reorganizations do not require notification unless new shareholders enter.

Other key points include foreign operations, which may be subject to mandatory notification if they have effects in Brazil, even indirectly. The FAQ also covers associational contracts, explaining the criteria for such contracts to be notified to Cade, such as the two-year minimum duration, joint exploitation of economic activities, and participation in the business’s risks and outcomes. The update reflects the need for greater transparency and consistency in applying the rules, emphasizing the importance of case-by-case analysis of each transaction.