The Brazilian Competition Authority (CADE) has launched two public consultations that may significantly reshape the country’s merger control framework. The first proposes a comprehensive overhaul of Resolution No. 33/2022, the regulation governing mandatory merger notifications and the fast-track review procedure. The second seeks to update CADE’s Internal Regulations (or Statutes of CADE), which have been in force since 2018. The consultations were announced on September 23, 2026, by Acting President Diogo Thomson during the opening of CADE’s 272nd Ordinary Judgment Session. Stakeholders may submit comments until November 6, 2026.
The primary objective of the proposed reform of Resolution No. 33/2022 is to allow CADE to focus its enforcement efforts on transactions that present meaningful competitive concerns, reducing the number of transactions subject to mandatory filing and freeing resources for more complex reviews.
The key proposed changes include:
(i) Revenue thresholds: new rules for calculating the revenues of economic groups in acquisitions of equity interests;
(ii) Control: more objective criteria for determining when a transaction results in the acquisition of control;
(iii) Minority shareholdings: simplified rules based on a single threshold, requiring notification only where there is an acquisition of control or an increase of 20% or more in an existing shareholding;
(iv) Strengthening of existing joint control: exemption from mandatory notification;
(v) Fast-track procedure: greater discretion for CADE’s General Superintendence to remove transactions from the fast-track procedure, together with specific rules governing conversion to the ordinary review track;
(vi) General guidance: express authorization for CADE to periodically issue guidance documents on the application of the merger notification rules; and
(vii) Unilateral filings: additional information requirements and justification obligations where only one party files the transaction.
The proposal stems from a working group established by CADE’s Tribunal to review Resolution No. 33/2022 and continues the regulatory reform process initiated in 2025. The draft incorporates practical experience gained under the current framework as well as CADE’s most recent decisional practice.
With respect to CADE’s Internal Regulations, the proposed amendments seek to consolidate into a single instrument the procedural rules that are currently scattered across multiple resolutions, while also formalizing practices already adopted in the authority’s day-to-day operations. The reform aims to enhance legal certainty, transparency, and predictability. Notably, the draft provides more detailed rules on confidentiality and access to information, establishes procedures for handling confidential documents throughout all stages of administrative proceedings, and introduces clearer criteria for maintaining access restrictions even after a case has been closed. Particular attention is given to commercially sensitive information, trade secrets, and documents related to leniency agreements and cease-and-desist settlements.
The reform also advances several transparency initiatives. The proposal formally incorporates the amicus curiae mechanism, expands opportunities for third-party intervention in administrative proceedings and merger reviews, and strengthens stakeholder engagement tools. Public consultations would become mandatory before the adoption of regulations affecting economic agents, and CADE would be required to provide an institutional response to comments received during such consultations. In addition, the proposal establishes a deadline for decisions on interim measures and introduces a Priority Agenda, to be published every two years, setting out the economic sectors, anticompetitive practices, studies, and regulatory initiatives that CADE intends to prioritize.
Finally, the reform gives greater prominence to competition advocacy activities by further institutionalizing market studies, opinions on legislative proposals, recommendations to public authorities, and other initiatives aimed at promoting competition. One of the most noteworthy innovations is the creation of a Parliamentary Affairs Office, designed to strengthen CADE’s engagement with Congress and enable closer monitoring of legislative debates with potential competition implications.
Taken together, these two public consultations signal a broad effort to modernize CADE’s institutional and merger control framework. The consultation process provides a valuable opportunity for companies, trade associations, legal practitioners, and other stakeholders in the antitrust community to help shape the final rules before they are submitted to the Tribunal for approval. Interested parties would be well advised to closely follow the process and actively participate.
This material is for informational purposes only. Our Competition and Antitrust team is available to provide specific legal advice.
