CADE’s General Superintendence (SG/CADE) has adopted a new interpretation that may significantly reshape the notification requirements applicable to international transactions. In April and May 2026, in the Mutares/Magna Lighting and Foxconn/Mitsubishi Fuso Bus cases, the SG/CADE concluded that transactions involving target companies or assets located abroad with less than BRL 75 million in annual revenues generated in Brazil are not subject to mandatory notification, even where the seller’s economic group meets the statutory turnover thresholds.
In the Mutares/Magna Lighting case (April 22, 2026), the SG/CADE found that assets located exclusively outside Brazil, generating limited revenues in the country and operating in markets of a national scope, lacked a sufficient competitive nexus with the Brazilian market.
A few days later, in Foxconn/Mitsubishi Fuso Bus (May 4, 2026), the SG/CADE went a step further and established a broader interpretation applicable to international transactions involving target companies located abroad that generate less than BRL 75 million in annual revenues in Brazil. Under this approach, such transactions are not subject to mandatory notification, even when the seller’s economic group satisfies the turnover thresholds set forth in the Brazilian Competition Law.
In practical terms, the SG/CADE has effectively introduced a de minimis exception for cross-border transactions with limited connections to Brazil, potentially reducing the number of transactions subject to CADE’s prior review. Attention: this interpretation does not extend to greenfield joint ventures or associative agreements. In such cases, the newly created entity does not yet generate revenues, making it impossible to rely on a local revenue test to exempt the transaction from notification requirements.
Following these two decisions, SG/CADE issued at least six additional decisions reaffirming the same interpretation. However, the Foxconn/Mitsubishi Fuso Bus case is currently pending review by CADE’s Tribunal, whose decision is expected to determine whether this new approach will become settled precedent for the review of international transactions in Brazil.
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