By Brazil Stock Guide – Staff at Brazil’s antitrust authority have recommended that B3 SA (B3SA3), the operator of Brazil’s main stock exchange and a key provider of clearing, settlement, registration and deposit services, be found liable for alleged competition-law violations.
The recommendation intensifies scrutiny of one of the most important pieces of Brazil’s financial-market infrastructure. B3 runs the country’s dominant exchange for equities and derivatives, but its business also extends deep into the post-trade plumbing used by banks, brokers, asset managers, insurers and other financial institutions.
That makes the case more than a dispute over commercial practices. Cade is examining the competitive rules around infrastructure that is central to how Brazil’s capital and financial markets operate.
The recommendation was issued by the General Superintendence of the Administrative Council for Economic Defense, known as Cade, in a case involving markets for the registration and centralized deposit of financial assets and securities, as well as registration services tied to insurance transactions overseen by Brazil’s private-insurance regulator, Susep.
The case dates back to November 2022, when CSD BR, a competing provider of registration and deposit services, filed a complaint. The company alleged that B3 engaged in practices that could hinder competitors’ ability to enter and expand in markets where B3 holds a strong position.
According to Cade’s technical staff, evidence gathered during the administrative proceeding suggests that B3 holds a dominant position in key segments of Brazil’s financial-market infrastructure and may have used commercial and operational practices that restricted competition.
The investigation reviewed documents, contracts, statements from market participants and information provided by regulators. Cade’s staff analyzed markets for financial-asset registration, securities registration, insurance-transaction registration and related centralized deposit services.
A key focus of the probe was B3’s commercial policy on discounts and incentives. Cade’s staff said the company tied benefits to the concentration of registration and deposit volumes within its own infrastructure, creating incentives for clients to keep transactions within B3 and increasing the cost of switching to competing platforms.
The investigation also examined client-retention strategies and potential barriers to interoperability between competing infrastructures. Interoperability — the ability of different platforms to interact efficiently — is a critical factor in reducing entry barriers and fostering competition in financial-market infrastructure.
Cade’s staff recommended that the case be forwarded to the authority’s Administrative Tribunal with a request to convict B3. It also proposed a fine of around 100 million reais, along with behavioral remedies aimed at addressing the alleged anticompetitive effects.
According to B3, the proposed measures include restrictions on exclusionary bundling practices, exclusivity clauses and retaliation mechanisms. They also include requirements for the company to act in a collaborative, non-discriminatory and timely manner in interoperability negotiations involving registration and deposit systems, as well as to maintain a formal commercial policy with objective criteria for discounts, incentives and differentiated terms.
The recommendation does not constitute a final ruling. B3 said in a regulatory filing that the opinion issued by Cade’s General Superintendence has no immediate effect and will now be reviewed by Cade’s Administrative Tribunal, which is responsible for issuing the final decision.
B3 said it submitted extensive information, studies, documents and technical explanations throughout the proceeding demonstrating that its conduct complies with competition law and the regulatory framework governing the markets in which it operates. The company added that the technical opinion does not fully reflect the evidence and arguments presented.
The exchange operator also said its pricing policies are publicly disclosed in accordance with applicable regulation and are based on economic rationale, including operational efficiencies and the sharing of economies of scale.
B3 added that it already participates in several interoperability arrangements between registrars and central depositories, and that discussions in this area are guided by legitimate requirements related to security, risk management and operational integrity. The company emphasized that the markets under review involve critical infrastructure and require a high level of technical rigor and regulatory compliance.
The company said it remains confident that a full review of the facts, evidence and technical elements produced during the proceeding will allow Cade’s tribunal to properly assess its conduct. B3 also reaffirmed its commitment to innovation, market efficiency and compliance with competition law across all its operations.
For B3, the case goes beyond the risk of a potential fine. The broader issue is whether Cade could impose remedies that affect the economics and operating model of its infrastructure business — one of the most resilient segments of the exchange operator.
For competitors, the case is a test of whether Brazil can foster greater competition in financial-market infrastructure without compromising operational safety. For investors, it highlights the regulatory dimension of B3’s dominant position — and how much of that value could be challenged if Cade’s tribunal follows the staff’s recommendation.
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