Corporate Investigations Newsletter – December 2025

The Corporate Investigations Newsletter aims to provide information on the main media news, trends, cases, and legislation concerning compliance, white-collar crime, competition and international trade matters in Brazil and abroad. This newsletter is for informative purposes only, and should not be used for decision making. Specific legal counseling may be provided by our legal team.

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Compliance and Investigations, White-Collar Crime, Competition, and International Trade and Customs teams

STF to restart trial on Lava Jato leniency agreements

On December 03, 2025, Justice Flávio Dino filed a request for a special ruling, taking the trial concerning the validity and renegotiation of the leniency agreements signed in Lava Jato to an in-person plenary session. This means that previous votes will be disregarded, and the case will be analyzed again in an in-person session.

Before the interruption, the rapporteur, Justice André Mendonça, defended the jurisdiction of the Brazilian Office of the Comptroller-General (“CGU”) to conclude agreements at the federal level, with the participation of the Attorney General’s Office (“AGU”), and the Federal Public Prosecutor’s Office (“MPF”), but without the isolated action of the Public Prosecutor’s Office (“MP”). Mendonça also established guidelines for the compensation of fines and the allocation of amounts. Three other justices cast their votes in support of similar theses, differing only in minor details. They all agreed on the CGU’s jurisdiction to conclude leniency agreements within the Federal Executive Branch.

A clear definition of the CGU’s jurisdiction and the limits imposed on other entities is crucial for legal certainty for companies and greater predictability in the application of the Anti-Corruption Law.

For more information, please access the full article.

CGU publishes first results of the Integrity and Anti-Corruption Program 2025-2027

On December 09, 2025, the CGU published the first results of the Integrity and Anti-Corruption Program (“PICC”), an initiative aimed at strengthening the mechanisms for preventing, detecting, and holding perpetrators accountable for corruption practices within the Federal Executive Branch. The plan establishes a national anti-corruption agenda with priorities and targets for the period from 2025 to 2027. Designed in an integrated manner with numerous public entities, civil society, and the private sector, the PICC provides for 263 strategic measures, 74 of which fall under the scope of the CGU.

The 2025 measures include:

• Creating the National Coordination of Sanctioning Agreements (“CONAS”): a structure designed to standardize the Union’s performance in leniency agreements, plea bargains, and other instruments of accountability.
• Combating the cross-border transportation of illicit valuables: use of tax intelligence and analysis of big data to strengthen the fight against financial crimes and transnational corruption.
• Enhancing transparency in the publication of the “Dirty List” of slave labor: updated disclosure of employers who have subjected workers to degrading conditions.

These initiatives highlight relevant compliance trends: greater legal certainty and predictability for companies entering into leniency agreements; the use of artificial intelligence to optimize internal controls and detect irregularities; and the strengthening of environmental, social, and governance (“ESG”) agendas through transparency and the promotion of human rights.

For more information, please access the full article.

Federal Police launch new operation against criminal organization for fraud and misappropriation of funds

On December 16, 2025, the Federal Police (“PF”) launched an operation against a criminal organization suspected of embezzling funds through bid rigging. Among those investigated is Congressman Antônio Leocádio dos Santos (a member of MDB party), known as “Antônio Doido”, who has already been declared ineligible by the electoral courts for abuse of political and economic power. According to the investigations, the group allegedly diverted funds from parliamentary amendments and state resources, using fraudulent bidding processes and channeling the illicit amounts to pay undue advantages and conceal assets. In all, 31 search and seizure warrants were executed, and those involved may face charges of corruption, money laundering, and criminal organization.

In light of this, companies must adopt adequate governance models and effective internal controls for bidding processes and interactions with public agents. Robust compliance programs, including clear and well-implemented policies, can help mitigate the risks of illicit activities under the Anti-Corruption Law and ensure integrity in relations with the public sector. These mechanisms strengthen governance and protect corporate reputation in an increasingly strict regulatory environment.

For more information, please access the full article.

CGU and federal police initiate new phase of Operation Sem Desconto

On December 18, 2025, the CGU and the Brazilian Federal Police (“PF”) launched a new phase of Operation Sem Desconto, which investigates fraud involving associative deductions made directly from the payrolls of retirees and pensioners of Brazil’s National Social Security Institute (“INSS”). The operation involves entities and public officials suspected of engaging in schemes to divert funds and unlawfully grant benefits.

The investigations identified irregularities in the conduct of associations and unions that applied deductions for the benefit of third parties without explicit authorization from beneficiaries. As a result, the following crimes are under investigation: falsification of data in official systems; formation of a criminal organization; social security fraud; active and passive corruption; and acts of concealment and dissipation of assets.

This new phase of the operation involves serving search and seizure warrants with the aim of deepening fact-finding and holding those involved accountable.

This case highlights the importance of holding internal controls, as well as auditing and monitoring financial and administrative processes, particularly in companies operating in highly regulated sectors and those that contract with public authorities. Additionally, the case underscores the importance of conducting thorough due diligence and implementing robust compliance measures in partnerships and operations involving public resources or social benefits, thereby mitigating legal and reputational risks.

For more information, please access the full article.

Assessment of COAF’s sanctioning activities in 2025

The Financial Activities Control Council (“COAF”) maintained strict enforcement throughout 2025, imposing sanctions for non-compliance with obligations established under Law No. 9,613/1998. The cases primarily involved companies in the factoring sector, as well as in luxury, and high-value goods trade – mostly vehicle concessionaires –, including jewelry, precious stones, and metals.

The most frequent violations included failures in client identification and record updates, failure to report suspicious or cash transactions above legal thresholds, non-compliance with COAF’s requests, and deficiencies in implementing internal policies for anti-money laundering and counter-terrorism financing (“AML/CFT”).

All cases resulted in sanctions, totaling over BRL 66 million in fines imposed on legal entities and administrators, in addition to temporary disqualifications from holding management positions. The most impacted sector was factoring, with 11 cases, followed by the luxury goods trade, with 9 cases. These figures reinforce the intensified oversight by the competent authority.

For more information, visit COAF’s Portal.

Brazil’s House of Representatives approves bill regulating the status of persistent tax debtor

On December 09, 2025, Brazil’s House of Representatives approved Complementary Bill No. 125/22, which establishes the Taxpayer Defense Code and sets objective criteria for classifying persistent tax debtors.

The topic gained prominence following operations Carbono Oculto and Poço de Lobato, which uncovered systematic tax evasion schemes in the fuel sector, causing multi-billion losses to public coffers.

The bill defines the persistent tax debtor as a legal entity that repeatedly fails to pay taxes with the intent to gain undue advantage, meeting the following criteria:

• Significant tax debt: equal to or greater than BRL 15 million or exceeding 100% of net equity; and
• Systematic default: failure to offset four consecutive periods or six alternating periods within twelve months, without a plausible justification.

To date, no normative criterion has been established to characterize persistence in tax crimes, leaving interpretation to judicial discretion. Another significant change is that payment of taxes will no longer extinguish criminal liability for persistent tax debtors, unlike the current rule, which allows extinction for any agent upon payment at any time.

The bill awaits presidential sanction.

For more information, access the full report.

Federal Police, BNDES, and FEBRABAN sign cooperation agreement to combat financial and cyber crimes

On December 22, 2025, the Federal Police (“PF”), the Brazilian Development Bank (“BNDES”), and the Brazilian Federation of Banks (“FEBRABAN”) signed a Technical Cooperation Agreement aimed at strengthening joint measures to prevent and combat money laundering, organized crime, and cybercrime.

Signed by Director-General of the PF Andrei Rodrigues, BNDES President Aloizio Mercadante, and FEBRABAN President Isaac Sidney, the agreement enhances integration between the public and financial sectors in handling complex and transnational illicit activities. It also reflects institutional advances in response to evolving criminal practices and strengthens information security within the National Financial System (“SFN”).

With a five-year term, the agreement provides for the exchange of information on financial crimes and digital threats – in compliance with legal confidentiality and the Brazilian General Data Protection Law (“LGPD”) – as well as studies, technical training, and modernization of investigative systems.

For more information, access the full report.

CNJ approves creation of National Criminal Certificate

At its 17th Ordinary Session, held on December 09, 2025, Brazil’s National Council of Justice (“CNJ”) approved the creation of the National Criminal Certificate (“CNC”), which will be issued free of charge and preferably through the Gov.br Portal. The measure aims to unify criminal information nationwide via the National Criminal Information System (“SINIC”), managed by the Federal Police.

The CNC will serve two primary purposes:

• Certify the existence or absence of final criminal convictions;
• Confirm criminal case distribution, indicating ongoing proceedings that have reached a formal stage, such as indictments or acceptance of charges, without detailing facts or legal classification.

According to the reporting officer, Councilor João Paulo Schoucair, the initiative aims to eliminate fragmentation in certificate issuance by state courts, reduce rework, mitigate legal uncertainty risks, and enhance interoperability among Brazil’s judiciary authorities. The Criminal Record Sheet (“FAC”) will remain restricted to the competent authorities, ensuring special treatment according to user and document purpose.

For more information, access the full report.

Highlights of CADE’s activities in 2025

The year 2025 was marked by intense activity by the Administrative Council for Economic Defense (“CADE”). The council analyzed 846 mergers, most of which under the fast-track proceeding.

In addition, the authority ruled 21 administrative cases, resulting in 15 convictions and fines totaling more than BRL 159 million.

The highlight of the year was the negotiation of settlement agreements (in Portuguese, Termo de Compromisso de Cessação, “TCCs”). CADE approved 75 agreements – the largest number since 2015 – and signed 2 leniency agreements. These agreements involved 66 companies and 14 individuals, with pecuniary  contributions totaling more than BRL 357 million.

The agreements covered several sectors, with significant impact on dental services, public tenders and construction, and the offshore foreign exchange market. In the latter, CADE concluded one of the most important cartel investigations in recent years.

A complete analysis of CADE’s activities and the main developments in Brazilian competition law will be available in the next edition of 2025 Competition Review, to be launched by Demarest in January 2026.

For more information, access the material published by CADE.

CADE approves Petz-Cobasi merger with restrictions

On December 10, 2025, in the last ruling session of the year, CADE’s Tribunal approved, by majority vote, the merger between two of Brazil’s largest pet retail chains.

The transaction was approved through the execution of a Merger Control Agreement (“ACC”), with the imposition of structural and behavioral remedies.

Valued at around BRL 7 billion, the deal creates a new company in which Petz shareholders will hold 52.6% of the capital and Cobasi shareholders 47.4%.

As part of the structural commitments, 26 stores will be divested in the city of São Paulo. For these units, the parties are prohibited from soliciting customers, repurchasing the divested assets for ten years, or opening new stores in the vicinity of the divested locations.

Regarding behavioral commitments, the parties are barred from entering into contracts with exclusivity or price parity clauses with suppliers, including so‑called “Most Favored Nation” (MFN) clauses. Additionally, they are prohibited from acquiring – through the Google Ads platform – search terms and keywords that reproduce competitors’ brands, trade names, or domains in the specialized pet retail market.

For more information, please access: CADE court approves merger between Petz and Cobasi with restrictions.

Settlement agreements with Apple, Wellhub, and Google

The month of December was marked by the approval of three significant settlement agreements (in Portuguese, Termo de Compromisso de Cessação, “TCCs”) involving major players in the digital ecosystem.

• Apple:

On December 23, 2025, CADE unanimously approved a TCC with Apple as part of the administrative proceeding that investigates potential anticompetitive practices in the iOS digital ecosystem in Brazil.

Under the agreement, Apple undertook to allow the distribution of apps through alternative stores (other than the App Store) and to open up its ecosystem to payment methods outside Apple’s in-app payment processing system (“IAP”) for in-app transactions. Developers will be able to promote external offers through active links or static text within apps, provided that they also maintain the option via IAP.

The TCC also establishes new commercial terms, with differentiated commissions for transactions conducted outside the App Store or via alternative stores. Compliance with the agreement will be monitored by an independent trustee for three years, after a transition period, with penalties for non‑compliance including fines and the resumption of proceedings.

• Wellhub (Gympass):

On December 18, 2025, CADE approved a new TCC with Wellhub, in the context of the investigation into alleged violations of the economic order related to exclusivity and MFN clauses in the digital gym platform market.

CADE had previously executed a TCC with the company in 2022, limiting exclusivity to up to 20% of gyms per municipality or zone. The new agreement strengthens these restrictions by: 

• • Reducing the percentage and absolute number of gyms subject to exclusive contracts.
  • Extending safeguard measures to curb practices that could characterize de facto exclusivity, such as discriminatory treatment or unjustified economic incentives.

• Google:

On December 10, 2025, CADE approved a TCC with Google in the context of an administrative proceeding investigating anti-competitive practices in the Android digital ecosystem.

The investigation, initiated in 2019, focused on three contracts:

• • An Anti-fragmentation Agreement (“AFA/ACC”);
  • A Mobile Application Distribution Agreement (“MADA”); and
  • A Revenue-Sharing Agreement (“RSA”).

These contracts allegedly used Google’s market power in online search to strengthen Android’s dominance and restrict competitors.

Under the agreement, Google undertook not to condition Android licensing on the pre‑installation of applications or preferential interface treatment, and not to enter into revenue‑sharing agreements that limit third‑party access to Android users. Compliance with the TCC will be monitored for three years, which can be extended  for the same period.

The agreements executed with Apple, Wellhub, and Google underscore CADE’s ongoing efforts to open up markets, mitigate potentially exclusive practices, and strengthen contestability on digital platforms widely used in Brazil.

SECEX imposes three anti-dumping duties and extends another four

In December 2025, the Secretariat of Foreign Trade (“SECEX”) imposed three anti-dumping duties with the conclusion of original investigations and extended another four existing duties following their respective sunset reviews.

Anti-dumping investigations concluded with the application of duties:

Sunset reviews with extension of anti-dumping duty:

WTO: Taiwan requests consultations with Canada regarding tariff rate quotas and taxes on steel imports

On December 18, 2025, Taiwan initiated consultations with Canada at the World Trade Organization (“WTO”) regarding measures imposing tariff-rate quotas (TRQs) and a 50% surcharge on steel imports, as well as a 25% global tariff on derivative products. The request alleges violations of provisions of the General Agreement on Tariffs and Trade (“GATT”) of 1994 and the Import Licensing Agreement, indicating a potential dispute that could affect costs and trade flows in the steel sector.

Read the full article.

WTO: China requests consultations with India concerning tariffs on solar cells, solar modules, and information technology products

On December 23, 2025, China requested consultations with India at the WTO regarding tariffs applied to technological products, such as solar cells, as well as the incentive program for solar module production. The Chinese government claims that the measures violate provisions of the GATT 1994, the Agreement on Subsidies and Countervailing Measures (“ASCM”), and the Trade-Related Investment Measures Agreement (TRIMs), following the imposition of tariffs above bound rates, as well as subsidies contingent upon the use of domestic over imported inputs.

Read the full article.

China applies safeguard quotas and surcharges on Brazilian beef imports

On December 31, 2025, China announced a three-year safeguard measure on global beef imports, effective from January 01, 2026. An initial annual quota of 1.1 million tons has been set for Brazil. Volumes exceeding this quota will be subject to a 55% surcharge. China accounted for 52% of Brazilian exports in the sector in 2024, while Brazil is the primary origin of Chinese imports of beef.

Read the full article.