Until Federal Law 12,529 of 2011 came into force, the Brazilian
Antitrust Commission (CADE), differently from its American and
European counterparts, only reviewed M&A transactions upon the
execution of a binding agreement, generally after the effective
implementation of the deal. Back then gun-jumping was not a concern
and the focus was mainly on whether a given transaction posed a
material threat to competition.
Law 12,529/11 has changed this scenario. In accordance with the
best international practices, it has imposed pre-merger antitrust
control for deals that meet certain criteria1 . Actions
with potential to alter the parties' original competitive
positions are now prohibited until the CADE's approval of the
relevant transaction, which has raised doubts about how to proceed
to avoid the risk of gunjumping. A new guideline recently issued by
the CADE provides important insights in this regard.
