In 2024, the new composition of the CADE’s Tribunal–with four new commissioners–worked towards a more intense look at digital markets. The acquisition of assets by Minerva from Marfrig, in the food industry, was a case that should be highlighted under mergers caselaw. Price fixing agreements by professional unions were another relevant topic on CADE’s agenda.
Regarding soft law, CADE published a study on its experience using trustees and released the updated Guide V on the analysis of non-horizontal mergers. CADE’s Leniency Program was also subjected to public consultation in order to improve it. CADE’s notification system was updated with the E-Notifica system to simplify, reduce administrative costs, as well as make it more efficient.
After changes in the Tribunal’s composition early in 2024, its body remained unchanged throughout the year. The next year, 2025, will see a change of the presidency, and the possibility that legislation will be changed in digital markets. Interim measures were taken to preserve competition in the administrative process against Apple
. CADE began its investigation in 2022, following Mercado Livre’s complaint. The alleged anticompetitive behavior is a result of restrictions in the Terms and Conditions of the incumbent. CADE confirmed the need for preventive measure to guarantee greater freedom for iOS developers and users. Apple is required to allow alternative payment options for in-app purchases. Users can be informed of these alternatives via media or the developer’s app. This means that Apple’s terms will be changed, and a daily fine up to R$250,000 (250,000 reais) could be imposed if they are not adhered to. CADE has also launched a similar investigation into the Play Store Terms and Conditions. Other cases
, involving the acquisition of artificial intelligence (AI), startups by Amazon, Microsoft and Google, are also under investigation. These cases do not require mandatory notification by law, but may represent harm to competition.
CADE’s increased focus on digital markets aligns with the report on digital platforms recently published by the Ministry of Finance, suggesting CADE as the major regulator of digital markets. The report suggests two measures. The first recommendation is a reform of Brazilian Competition Law (Law No 12529/2011), which aims to introduce new procompetitive tools, and create a special unit within CADE. These new tools will improve CADE’s ability to target digital market concerns, and the unit will give CADE the power to impose specific duties on designated agents. The CADE unit would ideally cooperate with the National Data Protection Authority and the National Telecommunications Agency. The second group of measures seeks to update the application of Law 12529/2011 with an adaptation of procedures and the incorporation of new methodologies to make it more adequate to the digital reality.
Collusive ConductsRegarding Cartels, the General Superintendence recommended condemning pharmaceutical companies
involved in an international cartel, highlighting CADE’s focus on tackling cross-border anti-competitive practices. Another typical focus of cartel enforcement in Brazil’s public procurement remained relevant, including the conviction of a cartel on bin bags
, office and school supplies, and another in urbanization
.On this matter, sharing of sensitive information between competitors was also an important topic since the General Superintendence issued opinions toward a more rigid approach even without recognition of concrete anticompetitive effects. Prior investigations were primarily focused on traditional markets. However, since 2022 there has been a change. CADE has signed a Cease and Desist agreement in the Brazilian market for hired labor in the Healthcare Industry, which is a highlight. However, in 2024 CADE became more concerned with labor issues and will likely continue to be so in 2025. An example is a case about non-compete and non-poach agreements in the IBM-SAG operations; the General Superintendence approved the operation, and after the Tribunal scheduled a meeting to reopen the case, the companies voluntarily changed the terms.
Regarding professional unions, CADE convicted the real estate agents council for price fixing, attracting attention to a previous procedure against the Brazilian Bar Association (OAB) for the same conduct that has not been decided and has no consensus in the Tribunal.
Gun JumpingCADE considered several Gun Jumping
cases, solidified parameters on the dosimetry of fines
, and established a limit of 20% of the updated transaction value, except in cases where the conduct is intentional or in transactions with derisory values.
Mergers and Acquisitions (M&A)According to public numbers available on the platform, 2024 was a year with a slight increase in M&A cases if compared to 2023, although below the levels of 2022. CADE dealt in several high-profile M&As, including the acquisition of Tok&Stok (by Mobly). This move is likely to have a significant impact on the furniture retail market of Brazil, given the large market share that both companies hold. Another major decision involved the approval, with restrictions, of Minerva’s acquisition
of assets from Marfrig.
During the year, the most significant transaction among all was between Arezzo&Co and Grupo Soma
. CADE approved the merger of two fashion retail giants in Brazil, which reshaped the competitive landscape of the sector. The company that Nestle purchased owns Brasil Cacau and Kopenhagen. Nestle did not breach its commitment in the Garoto case to refrain from acquiring assets that represent, cumulatively, a share of 5% or more of the national chocolate market for five years following the judicial approval. The new acquisitions do not breach the commitment
made by Nestle in the Garoto case to refrain from acquiring assets that represent, cumulatively, a share of 5% or more of the national chocolate market for five years from the judicial approval.Conversely, CADE rejected Knauf’s proposed acquisition
of Trevo, citing concerns over a potential reduction in competition in the construction materials market. Petrobras TCC Agreement with CADE
In 2024, CADE and Petrobras signed amendments to the Cease and Desist Agreement (“TCC,” as it stands for the acronym in Portuguese), initially established in 2019, which aimed to foster competition in the natural gas and refining sectors. Petrobras held a dominant position on both markets even after the markets were opened to private competition a few years ago. In the original TCC Petrobras committed itself to selling 50% of its refining capacities; in the second, it committed to selling strategic assets in the area of gas, reducing its level verticalization. In the second TCC, Petrobras sold the three largest Brazilian pipelines, as well as its participation in Gaspetro. Through Gaspetro, Petrobras was involved in the distribution and sale of gas to Brazilian states. Gaspetro, as well as two of the three pipelines, were sold. Only three of the eight refineries have been sold. Following the CADE-signed amendment, the Repar (Parana), Rnest, Regap, Refap, and Lubnor refineries in Ceara were removed from the list of privatizations by 2024. The TBG, also known as the Bolivia-Brazil Gas Pipeline Transport Company (TBG), was also removed. The vertical separation of Petrobras has been criticized as a government goal. The original TCC as well as the amendment were therefore criticized for being political decisions. CADE justified the amendment by citing the economic and geopolitical shifts. CADE published a study about its experience with trustees
, and released an updated Guide V
for the analysis of non horizontal mergers. The first compiles the effectiveness of and challenges associated with using trustees, or similar remedies, such as monitors or independent audits, by antitrust authorities around the world, and highlights the remedy’s history and best practices. Guide V provides important insights into the assessment of vertical and conglomerate mergers to ensure transparency and consistency in analysis. It also advises CADE’s members on the best practices, as well as helping market players understand the steps, techniques, and criteria adopted by CADE’s analyses. Regarding Guide V, the document provides important insights into the assessment of vertical and conglomerate mergers to ensure transparency and consistency in analysis, but also advises CADE’s members on the best practices and to help market players understand the steps, techniques, and criteria adopted in CADE’s analyses.
ConclusionThe first year of the new composition of CADE was able to print a new dynamic in the Tribunal with a new understanding regarding gun jumping, a move towards a more restricted approach to sensitive information sharing between competitors, a look into labor markets, and a more direct and restrict position on digital market cases. The government’s new proposal on digital markets regulation is in line with CADE, and has allowed for a more open discussion about CADE’s aspirations to keep digital market questions within the organization. The proposition is at risk of being ineffective because it requires the government to spend public funds to create a specialized unit, and to acquire the institutional capacity to perform this new task. The amendment to Petrobras TCC aligns with the current government agenda. However, renewed criticisms point out that the Tribunal took political action in both the first decision and the amendment. In 2025, the debate on digital market regulation will intensify. This could lead to a more direct intervention by CADE in digital cases. Even with the new US antitrust laws, the issue of sustainability and labor markets could also be a hot topic.
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