Upon the departure of General Superintendent Alexandre Barreto, on 6.26.2026, the GS issued an order recommending sanctions against B3 S.A. (“B3”) in an administrative proceeding initiated to investigate alleged anticompetitive conduct in the infrastructure markets of the financial system. The case originated from a complaint filed by Central de Serviços de Registro e Depósito aos Mercados Financeiro e de Capitais S.A. (“CSD BR”) – a competitor of B3 – which alleged non-compliance with the commitments undertaken by B3 under the Merger Control Agreement entered into with CADE to secure clearance of the transaction between BM&FBovespa and Cetip, cleared in 2017 and which resulted in the creation of the current B3. To a certain extent, the case also revisits competition concerns identified by CADE itself during its review of that transaction.
In summary, CSD BR alleged that B3 has been using its dominant position to hinder the performance of competitors through: (i) granting discounts conditioned to the joint purchase of different services and assets (mixed bundling); (ii) adoption of exclusivity and loyalty mechanisms, both formal and de facto; and (iii) creating barriers to interoperability and portability between market infrastructures.
In its defense, B3 denied the allegations, arguing that the discounts reflected legitimate scale and efficiency gains, that it did not use exclusivity clauses, and that some interoperability issues fell within the regulatory authority of the Brazilian Central Bank, the Brazilian Securities and Exchange Commission, and the Superintendence of Private Insurance. B3 also argued that the case was a commercial dispute between competitors, not a violation of the economic order. After nearly four years of investigation, GS concluded that B3’s practices could potentially increase competitors’ costs, reduce customer mobility, and hinder the entry and expansion of new rivals. Based on these findings, GS recommended sanctioning B3 for violating the economic order and imposing a fine equal to 8% of the gross revenue generated in 2024 in the markets affected by the investigated conduct.
In addition to the fine, the GS recommended the adoption of behavioral measures aimed at, among other objectives, eliminating bundling and customer loyalty practices, increasing the transparency of commercial terms and conditions, and ensuring effective interoperability between financial market infrastructures.
The case demonstrates that CADE’s review does not end with the approval of a merger. In concentrated markets, especially when the transaction has been approved through commitments, the authority continues to monitor companies’ competitive conduct. The order also reinforces that commercial practices that may be legitimate in many contexts – such as bundling, exclusivity clauses, and conditional discounts – may be treated differently when adopted by dominant firms, requiring continuous monitoring of commercial policies and antitrust compliance.
The case will now go before CADE’s Tribunal, which will decide whether to adopt the GS’s recommendations.
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