President Rousseff has signed the new antitrust bill approved by Congress into law. The new Antitrust Law (Law No. 12,529/11) substantially changes the institutional design of antitrust enforcement and the merger control regime. It will enter into force in May 2012 and the most significant changes are summarized below:

1. INSTITUTIONAL DESIGN: The bill creates the so-called 'SuperCADE' by merging SDE's and SEAE's investigative powers into CADE. CADE will be able to hire up to 200 new enforcers.

2. PRE-MERGER CONTROL AND THE NEW THRESHOLD: The new law establishes mandatory pre-merger notification (suspensory regime) pursuant to a size-of-the-parties test: one group (including parent companies and subsidiaries) involved in the transaction has registered gross revenues in Brazil equal to or higher than 400 million reais (approx.  USD 217 million) in the last fiscal year; and at least one other group involved has registered gross revenues in Brazil equal to or higher than 30 million reais (approx. USD 16 million) in the last fiscal year.

2.1. WAITING PERIOD, GUN-JUMPING, AND REMEDIES: CADE shall have up to 240 days from the date of the filing to issue its decision. Parties may request an extension of up to 60 days. In cases of complex transactions (phase II), the Tribunal (i.e. the adjudicatory commission within the CADE) may order an extension of up to 90 days in order to reach a final decision. Fines for gun-jumping will range from 60k reais (approx.USD 32.5k) to 60 million (approx. USD 32.5 million). Merging parties will be allowed to negotiate behavioral and/or structural remedies with CADE.

Lanna Peixoto Advogados (LP) - Antitrust Practice Group

For further information, please contact partner Bruno Peixoto at bpeixoto@lpglobal.com.br or +55 11 5185-2848