The recent discussion surrounding the transaction between American Airlines (AA) and Azul has brought to light an issue that CADE has already addressed in previous cases and that is now back on the authority’s radar: the potential competitive risks arising from minority stakes, shared governance structures among competitors, and, in particular, the channels that such arrangements may create for accessing or exchanging competitively sensitive information.<\/p>\n\n\n\n
The Merger Control Procedure is part of Azul’s Chapter 11 bankruptcy reorganization in the United States. Upon clearance of the transaction, American Airlines would exercise rights related to subscription warrants and become part of Azul’s new governance structure. United Airlines, which already holds approximately an 8.6% stake in the company – related to a transaction approved by the CADE’s Tribunal on March 3, 2026 – is also a party to this arrangement and will continue to appoint representatives to relevant governance bodies.<\/p>\n\n\n\n
It was precisely this combination of equity stakes and shared governance that prompted the appeal filed by Abra Group, the parent company of Gol. In the appellant’s view, the transaction should be analyzed as part of a broader arrangement in which two major competitors on Brazil-U.S. routes – American Airlines and United Airlines – will simultaneously hold seats on Azul’s Board of Directors and Strategic Committee.<\/p>\n\n\n\n
In this context, discussions regarding common ownership (where a single investor holds stakes in competitors) and cross ownership (where one company holds a stake in another operating in the same or related markets) take on particular significance. Commissioner Camila Cabral’s decision in the review of the transaction involving Azul and United Airlines (which preceded the transaction between Azul and AA) highlights that competition concerns typically manifest in three dimensions:<\/p>\n\n\n\n
_ The first relates to economic incentives, in that financial exposure to a competitor’s results may reduce the incentive for more aggressive competition.
_ The second involves governance aspects, especially when minority investors begin to participate in relevant decision-making forums or exercise strategic influence.
_ The third relates to the so-called “interlocking directorate,” characterized by the presence of representatives from competing companies on the management bodies, boards, or committees of the same company.<\/p>\n\n\n\n
In such cases, even in the absence of control, the competitive risk stems from the possibility of access to competitively sensitive information, the reduction of strategic uncertainty among rivals, and the potential weakening of competitive discipline – especially in concentrated markets.<\/p>\n\n\n\n
Although the number of decisions specifically focused on interlocking directorates is relatively limited, the topic is not new to CADE.<\/p>\n\n\n\n
The precedent that may have sparked this discussion at CADE was the inquiry filed by Ab\u00edlio Diniz in 2013 regarding the potential competition implications arising from his simultaneous membership on the boards of directors of Companhia Brasileira de Distribui\u00e7\u00e3o (CBD) and BRF, companies that had a vertical relationship. The inquiry was ultimately dismissed as moot after he left the CBD Board, so CADE did not rule on the merits of the case. Nevertheless, then-Reporting Commissioner Ana Fraz\u00e3o expressly noted the possibility of investigating a potential merger or violation of the economic order arising from that transaction.<\/p>\n\n\n\n
More recently, in the Marfrig\/BRF transaction, which was reviewed by the Tribunal in 2025, potential risks of aligned incentives, interlocking directorates, and the exchange of competitively sensitive information arising from SALIC’s ownership stake in competing companies – in this case, Marfrig and Minerva – were explicitly raised. Former Commissioner Gustavo Augusto even considered that the facts might indicate a possible alignment of interests and exchange of sensitive information among the major players in the beef industry, but in the final ruling, a less concerned view held by former Commissioner Victor Fernandes prevailed – who emphasized, among other points, that, in that specific case, mechanisms designed to prevent the exchange of sensitive information, the financial nature of SALIC’s investment in both companies, and statutory conflict-of-interest rules would mitigate such concerns.<\/p>\n\n\n\n
In Abra’s view, the simultaneous participation of major competitors in bodies such as the Strategic Committee and the Board of Directors in the Azul\/AA\/United case could create permanent channels of interaction, expand access to strategic information, and reduce competitive independence among the airlines. This concern aligns with a point raised by Reporting Commissioner Diogo Thomson in his opinion on the transaction with United: if American Airlines were to exercise governance rights in Azul similar to those of United Airlines – especially in a scenario involving indirect stakes in Gol – the transaction could require a more in-depth antitrust review by CADE, including the possible imposition of mitigating measures.<\/p>\n\n\n\n
The appeal will be reviewed by the CADE Tribunal after Reporting Commissioner Camila Cabral hears the appeal filed by Abra (in addition to ruling on the admissibility of the petition and the supporting documents submitted by IBCI and IPSConsumo, regardless of their status as interested third-parties), pursuant to an order approved by the plenary session on September 1, 2026, via a virtual deliberative session.<\/p>\n\n\n\n
Regardless of the final outcome of the appeal, the discussion indicates that minority stakes and governance structures among competitors remain relevant issues for CADE. The case also reinforces a broader concern, one that is particularly evident in the authority’s current activities: the risk arising from the circulation of competitively sensitive information among competitors – in this case, potentially facilitated by governance structures – and the resulting reduction in strategic uncertainty among market participants, an essential element for preserving a competitive environment.<\/p>\n\n\n\n