# Cade proposes fewer merger filings and more selective antitrust scrutiny *Rule overhaul would change how revenue, control, minority stakes and fast-track reviews are assessed; proposal is open for public consultation through Nov. 6.* - Published: 2026-09-24 - Section: Insights - Tags: Antitrust, Brazil, Cade, Competition, Corporate Deals, M&A, Merger Control, mergers and acquisitions, regulation - URL: https://brazilstockguide.com/insights/cade-proposes-fewer-merger-filings-and-more-selective-antitrust-scrutiny/ ![](https://i0.wp.com/brazilstockguide.com/wp-content/uploads/2026/03/Cade-plenario.jpg?fit=4000%2C1556&ssl=1) **By Brazil Stock Guide –** Brazil’s antitrust watchdog Cade has opened a public consultation on a broad overhaul of the rules that determine when mergers, acquisitions and other corporate transactions must be submitted for review. The proposal aims to reduce filings deemed to have limited competitive relevance while allowing the agency to focus more resources on deals that warrant closer scrutiny. The review was opened on Wednesday, Sept. 23, and comments will be accepted through Nov. 6. The draft may still be amended before being submitted to Cade’s tribunal for final approval. The proposal does not change the basic structure of Brazil’s merger-control system or the statutory revenue thresholds that determine when a transaction must be filed. Instead, the working group behind the draft says it is seeking greater predictability and wants to reduce cases in which filing obligations are triggered by factors that have little connection with the actual economic significance of a transaction. The push for greater selectivity comes as Cade handles a growing volume of transactions. The agency received 873 merger filings in 2025, up from 712 in 2024 and 594 in 2023 — an increase of nearly 47% in two years. Transactions notified last year represented R$1.28 trillion in economic value, according to Cade. Most deals face little resistance. Cade said 818 transactions were cleared without restrictions in 2025, underscoring how much of the agency’s merger-control workload is devoted to transactions that ultimately raise no competitive concerns. At the same time, the gap in review times is significant: fast-track cases took an average of 14.9 days in 2025, compared with 81 days for ordinary reviews. One of the main changes concerns the definition of an economic group. Current rules take into account companies under common control as well as certain shareholdings of 20% or more when calculating revenue. The new wording seeks to prevent that test from automatically pulling minority investors higher up the ownership chain into the economic group of the company directly involved in the transaction. The goal is to avoid situations in which the mere presence of a minority shareholder is enough, on its own, to expand the group used for revenue calculations. Cade’s working group points to disputes arising in the Naspers/Delivery Hero and Digesto/JusBrasil cases as examples of differing interpretations the new language is designed to address. Another significant change would affect transactions in which a company or business unit is sold by a large corporate group. Under the current framework, the seller group’s full revenue can help push a relatively small transaction above Cade’s filing thresholds. Under the proposal, certain transactions would instead be assessed using revenue effectively attributable to the business being transferred. That may include revenue linked to contracts, customer portfolios, brands, licenses, technology, employees or operating units, even when those revenues are booked elsewhere within the seller’s group. Businesses and assets that remain with the seller would not be included simply because they belong to the same corporate group. The approach draws on the European Union’s merger-control framework, which in certain acquisitions considers only the turnover associated with the part of the business being transferred on the seller’s side. Cade stresses, however, that it is not simply importing the European model. The draft also includes safeguards intended to prevent companies from using the new framework to avoid mandatory filings. Artificial restructurings or arrangements lacking an independent economic rationale could be disregarded, while successive transactions involving the same parties over a two-year period could be treated as a single deal. Another major section of the review addresses the concept of control. Cade acknowledges that ownership percentages alone do not always show who actually has power over a company, while overly broad definitions can also reduce legal certainty. The proposal therefore sets out a series of presumptions. Control may be indicated, for example, by a majority of voting rights, the ability to appoint a majority of management, the power to block certain corporate decisions, or rights over business plans, annual budgets, competitive strategy and commercial policy. Contracts or rights over assets that confer equivalent decision-making power may also qualify. Not every veto right granted to an investor would amount to control. Rights designed solely to protect an investment would be excluded as long as they do not give the investor influence over competitively relevant decisions. Cade would also retain the ability to assess other control structures based on the specific circumstances of each transaction. Rules governing acquisitions of minority stakes would also be simplified. Transactions that result in the acquisition of control would remain subject to mandatory filing. Where there is no change of control, the proposed test would focus on an acquisition that, either on its own or together with earlier purchases, results in an increase in the investor’s stake of at least 20%. The proposal would exempt acquisitions made by an existing sole controller, as well as transactions that merely reinforce an existing joint-control structure among the same controlling shareholders. The stated goal is to remove repetitive filings that do not materially alter a company’s control structure. Cade also plans changes to its fast-track review procedure for simpler transactions. Even when a deal formally meets the criteria for summary review, the agency could move it to the ordinary procedure if it identifies factors suggesting greater competitive complexity. Those factors include the acquisition of a company with a disruptive or market-disciplining role even if it has a small market share, the acquisition of a recent or potential entrant, cross-shareholdings among investors in the parties, and markets with a history of coordination or other practices that may facilitate collusion. Cade stresses that the presence of such factors would not amount to a presumption of competitive harm, but could justify a more detailed review. The same concern with emerging forms of competition appears in transactions that fall below mandatory filing thresholds. Brazilian law already allows Cade, within one year of closing, to require the filing of a deal that did not meet the objective thresholds. The proposal does not expand that authority, but would allow the agency to issue general guidance on when it may use it. The working group cites concentrated industries, strategic assets, less traditional acquisition structures and significant technological change as circumstances that may warrant attention. Its explanatory memorandum specifically refers to Microsoft/Inflection AI, Google/Character.AI and Nvidia/Run:ai as recent cases involving talent, technology and innovative capabilities in artificial-intelligence markets. Two important areas were left unchanged for now. Rules applying specifically to investment funds will remain in place because Cade said it does not yet have a sufficiently robust empirical basis to recalibrate them. The proposal also does not create a specific framework for acquisitions of assets, including real estate, issues that could be revisited in future reviews. The broader shift is one of emphasis. Objective rules would continue to determine which transactions must be filed, but Cade wants to eliminate some filings with limited competitive value and preserve more institutional capacity for complex cases. In the working group’s own words, the review is intended to balance “objectivity and selection capacity” — fewer deals reaching the agency for largely formal reasons, and greater attention to transactions that may actually reshape competition in a market. --- Source: Brazil Stock Guide, https://brazilstockguide.com/insights/cade-proposes-fewer-merger-filings-and-more-selective-antitrust-scrutiny/