Corporate Investigations Newsletter – February 2026

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

CGU enters into settlement agreement with IT companies investigated for harmful acts against the government

On February 5, 2026, the Brazilian Office of the Comptroller-General (CGU) entered into a settlement agreement, within the scope of the Clean Company Act (Law No. 12,846/2013), with Telemática Sistemas Inteligentes Ltda., Seguridade Integrada Comércio e Serviços Ltda. and Aceleratec Comércio e Integração Ltda., as per the excerpt published in the Federal Official Gazette of Brazil on February 4, 2026.

The investigation relates to wrongdoing in public bidding procedures conducted by Petróleo Brasileiro S.A. (Petrobras), consisting of the submission of commercial proposals in a non-independent manner, with the purpose of undermining the competitive nature of the bidding procedures.

With the execution of the settlement agreement, the companies accepted strict liability for the harmful acts under investigation and undertook obligations including:

• paying a BRL 169,095.01 fine;
• complying with requests for information;
• waiving defense pleadings; and
• adopting internal measures aimed at preventing new violations.

During negotiations, the CGU assessed the companies’ integrity programs, which encompass the Code of Ethics and Integrity, compliance policies, and internal controls. The agreement resulted in improvements to the policies, together with a commitment to ongoing maintenance and continuous updating of integrity mechanisms.

For more information, access the full CGU news article.

CGU convicts company for paying undue advantages to public officials

On February 4, 2026, the CGU ruled on two proceedings involving violations committed by companies in dealings with the government.

The first decision involved administrative liability proceedings (PAR) within the scope of Operation Terra de Ninguém and convicted Rocha Bahia Mineração Ltda. for paying undue advantages to employees of the National Mining Agency in the state of Bahia (ANM/BA). The payments were made to obtain preferential treatment and expedite the review of administrative proceedings of interest to the company before the ANM.

The CGU fined the company BRL 4,036,490.62 and requested the extraordinary publication of the penalty in a widely circulated media outlet, by public notice and on the company’s website, for 60 days, pursuant to Article 5, item I, of Law No. 12,846/2013.

At the same trial, the CGU denied the motion for rehearing filed by Galvão Engenharia S.A., previously convicted for violations in construction works executed under the São Francisco River Integration Project (PISF). The company had been held administratively liable for preparing fraudulent measurement reports, which resulted in the overpricing of administrative contracts related to the project and constituted untrustworthy conduct.

The CGU further emphasized that Galvão Engenharia S.A. had already been sanctioned for harmful acts against the government under Law No. 8,666/1993 (which governed public procurement and administrative contracts in Brazil), having likewise been declared unsuitable at the time. Based on its reviews, the CGU denied the motion for rehearing and upheld all penalties against the company.

For more information, access the full CGU news article.

CGU presents “Itinerant Integrity” program aimed at strengthening public integrity

On February 6, 2026, the CGU, through the Public Integrity Secretariat (SIP), launched the “Itinerant Integrity” (in Portuguese, “Integridade Itinerante”) program, an initiative aimed at strengthening the culture of public integrity in Brazil, starting in the state of Ceará.

The program seeks to stimulate communication with the CGU’s Regional Units and with managers of federal and municipal bodies, promoting strategic alignment, exchanging experiences and identifying local needs in order to improve the CGU’s institutional performance across different regional contexts.

One of the foundations of the program is the strategic alignment of the priority agendas of the CGU’s Public Integrity Secretariat for the 2026-2027 cycle, which is structured around the following action pillars:

• improvement of regional actions;
• exchange of best practices;
• preventive action alongside the Ombudsman and Prevention Action Centers (NAOP);
• collaborative development of action plans; and
• training and communication initiatives aimed at local public servants and managers.

The initiative also provides for in-person exchanges and diagnostics to consolidate the culture of integrity within public institutions and adjust integrity-strengthening actions to local realities, thus contributing to improving the effectiveness of public policies.

For more information, access the full CGU news article.

CGU, Federal Police and Federal Revenue Service investigate misappropriation of funds from the Popular Pharmacy Program

On February 10, 2026, the CGU took part in Operation Over The Counter, in collaboration with the Federal Police and the Federal Revenue Service, to investigate the misappropriation of federal public funds from Brazil’s Popular Pharmacy Program (Programa Farmácia Popular do Brasil, in Portuguese), allegedly committed by a criminal organization.

During the operation, authorities executed search-and-seizure warrants and ordered asset freezes on bank accounts, vehicles, and real estate totaling BRL 8,725,000, targeting seven legal entities and nine individuals.

The judicial measures were authorized by the 2^nd Federal Court of Dourados (state of Mato Grosso do Sul) and carried out in the municipalities of Carazinho (state of Rio Grande do Sul), João Pessoa (state of Paraíba), Lagoa Santa (state of Minas Gerais) and Pirangi (state of São Paulo).

The investigations originated from a complaint submitted to the Federal Police in Dourados and uncovered that the suspects used intermediaries (dummies) to report fake medicine sales in the program’s official system, without the corresponding purchase or delivery to beneficiaries.

The CGU highlighted that violation reports may be submitted to the CGU’s Ombudsman (OGU) via the Fala.BR platform.

For more information, access the full CGU news article.

FATF report highlights the expansion of criminal practices amid emerging technologies

In February 2026, the Financial Action Task Force (FATF) published the “Cyber-Enabled Fraud – Digitalisation and Money Laundering, Terrorist Financing and Proliferation Financing Risks” report, which analyzes the evolution of cyber fraud and its direct link to money laundering, terrorist financing, and proliferation financing risks.

The document highlights that rapid digitalization, the transnational nature of digital infrastructures, and technological advances have significantly increased the incidence and complexity of these criminal practices worldwide.

The report presents alarming figures that demonstrate this upward trend: 156 assessed jurisdictions (approximately 90% of the total) identified fraud as a significant money laundering risk. In Singapore, the number of cyber fraud cases grew 61% over the past two years, while in the United Kingdom, fraud already accounts for more than 40% of recorded crime.

The FATF also highlighted the increase in complex cyber fraud schemes that incorporate money laundering mechanisms from the outset, including the use of shell accounts, foreign exchange transactions, and the accelerated transfer of illicit funds through digital platforms, such as fintechs. Such practices hinder asset tracing and recovery, especially due to the use of technologies that protect anonymity and enable rapid cross-border fund transfers.

Given this landscape, the report emphasizes the need to strengthen global standards to prevent and combat these illicit activities. The following recommended measures stand out:

• Greater transparency in payments.
• Improvement of asset freezing and recovery mechanisms.
• More rigorous virtual asset regulation.
• Increased international cooperation, with agile information sharing between authorities, in order to curb the speed and complexity of digital fraud.

For more information, access the full FATF report.

Brazil’s STJ reaffirms autonomy between corruption and money laundering and admits conviction with a time-barred predicate offense

The Special Court of the Superior Court of Justice (STJ) sentenced the Councilor of the Court of Auditors of the State of Rio de Janeiro (TCE-RJ), José Gomes Graciosa, to 13 years of imprisonment for money laundering, in addition to the loss of public office.

Although the corruption offense that allegedly originated the funds is time-barred, the reporting officer, Justice Isabel Gallotti, emphasized that punishment for money laundering remains possible, as the statute of limitations for this crime begins only with the discovery of the funds.

In her reasoning, Gallotti reaffirmed the full autonomy between the predicate offense and the money laundering crime, allowing the case to proceed on the concealment charge even if the prior offense (corruption) can no longer be prosecuted. The Justice stated that “since there is autonomy between the crimes, nothing prevents the indictment for money laundering even if the specific prior act of corruption can no longer be indicted,” thus rejecting the defense’s argument against the criminal prosecution.

The ruling reaffirms an important precedent for the STJ: Because these charges are independent, liability for money laundering is allowed even if the predicate offense is time-barred, has merged into another charge, has not been formally charged, or has not even been fully established in a separate criminal proceeding.  

For more information, access the full STJ news article.

Brazil’s Federal Prosecutor’s Office demands monthly reports on combating deepfakes and points to lack of transparency from social network

In a joint action with the Brazilian Data Protection Authority (ANPD) and the National Consumer Secretariat (Senacon), the Brazilian Federal Prosecutor’s Office (MPF) ordered social media platform X (previously known as Twitter) to submit monthly reports, starting in February 2026, detailing its actions to prevent and suppress the production of deepfakes – advanced content manipulation through specific artificial intelligence techniques – especially those involving children, adolescents, and adults without consent.

The documents required by the MPF must report the number of harmful posts removed, the number of accounts suspended in each period, and the technical criteria used by the platform’s controllers to identify and moderate illicit content.

The MPF also warned that failure to comply with this order may result in criminal contempt charges, more intrusive investigative measures, and even lawsuits aimed at curbing illegal conduct, remedying damage, and preventing new offenses.

Without prejudice to criminal repercussions, failure to comply with the required measures may also lead to the initiation of administrative sanctioning proceedings by the ANPD and Senacon, including fines and additional obligations.

For more information, access the full MPF news article.

STJ considers five-year period excessive and terminates tax investigation

The Fifth Panel of the Superior Court of Justice ordered the termination of an investigation into alleged crimes against the tax order, citing that the excessive delay – more than five years – violates the constitutional principle of the reasonable duration of proceedings.

The case concerned a criminal investigation into potential tax fraud arising from the non-payment of ICMS (tax on the circulation of goods and services) in 2018, with an estimated loss of BRL113,000. Despite the annulment of tax and banking confidentiality breaches and searches and seizures, the case remained open on the grounds that independent indications could support further investigations.

However, the reporting officer, Justice Maria Marluce Caldas, held that no additional evidence was produced after such annulments, reinforcing the lack of grounds to proceed with the criminal investigation.

As such, the STJ ruling reaffirmed that after such an extended period without meaningful progress in fact-finding and no concrete rationale for continuing the proceedings, the delay constitutes illegal constraint and warrants the termination of the investigation.

For more information, access the full decision.

Brazil’s Supreme Court admits simultaneous liability for the electoral crime of undeclared campaign contributions and administrative misconduct

Brazil’s Federal Supreme Court (STF) unanimously ruled that a public official can be held liable, in relation to the same conduct, both for the electoral crime of undeclared campaign contributions (“caixa dois”) and for administrative misconduct.

The ruling was issued in ARE 1.428.742, with general repercussion recognized (Theme 1,260), setting a binding precedent for analogous cases.

According to the reporting officer, Justice Alexandre de Moraes, the Brazilian Constitution preserves the independence of the criminal, civil, and administrative spheres; as such, liability for administrative misconduct does not preclude criminal liability, when applicable. Moraes emphasized that STF case law holds that each court instance serves its own specific sanctioning purpose, which legitimizes different responses to a single fact.

This specific case concerned the breach of bank and tax secrecy of a São Paulo city councilor investigated for allegedly receiving BRL 20,000 through “caixa dois” during his 2012 electoral campaign. The defense argued that the case should proceed exclusively before the Electoral Court, but the STF confirmed the jurisdiction of the ordinary courts for administrative misconduct, even if the same facts constitute an electoral crime.

The Court highlighted, however, a single exception to the autonomy between court instances: If the Electoral or criminal court rules that the fact did not occur or that the defendant was not the author, this decision binds the civil sphere and precludes liability for administrative misconduct.

For more information, access the full STF news article.

CADE releases 2025 Yearbook and honors Victor Fernandes in trial session

On February 11, 2026, during its 260th Ordinary Ruling Session, the Administrative Council for Economic Defense (“CADE”) launched “CADE’s 2025 Yearbook,” which brings together the authority’s most significant institutional results for the past year. The document highlights notable advances in merger reviews, anti-competitive conduct enforcement, and CADE’s digital modernization agenda.

Regarding its merger control role, 873 transactions were notified for merger review in 2025, totaling BRL 1.28 trillion in transaction value, with significant participation from the electricity, manufacturing, real estate, and retail sectors. As for antitrust enforcement, 90 new investigations were launched into cartels, unilateral conduct, and uniform commercial practices.

Throughout 2025, enforcement actions collected approximately BRL 669 million: BRL 280 million in fines imposed in convictions for anti-competitive practices, and BRL 389 million in monetary contributions resulting from 77 settlement agreements (“TCCs”) signed within the same period.

In addition, CADE’s 2025 Yearbook highlights the progress of CADE’s digital transformation agenda, evidenced by the consolidation of the Virtual Deliberative Circuit, the improvement of E-Notifica, the incorporation of new features into the Electronic Information Service (SEI), and the expansion of transparency tools, such as the “CADE in Numbers” panel.  

The report also remarks on CADE’s international recognition. For the first time, CADE achieved 4.5 stars in the Global Competition Review ranking and ranked among the top six competition authorities worldwide.

The session also marked Commissioner Victor Fernandes’ farewell, concluding his four-year term, which began in 2022. The ceremony featured tributes from authorities, Tribunal members, and other jurists. Fernandes’ speech highlighted the joint efforts of commissioners and CADE’s staff, as well as the challenges faced over the last four years amid increasing economic and regulatory complexity.

For more information, refer to: CADE’s Yearbook

CADE publishes study on RAN Sharing in the telecommunications sector

On February 11, 2026, CADE published the 23rd volume of the “CADE’s Notebooks” series, which analyzed radio access network sharing agreements (“RAN Sharing“) in the telecommunications sector.

This study consolidated CADE’s accumulated regulatory and competitive experience and thoroughly evaluates the most prominent transactions notified for review since 2013, emphasizing that the most recurrent models in Brazil — such as MORAN, MOCN, and GWCN — involve varying degrees of infrastructure sharing, potentially including radio frequency and elements of the main network.

This edition also demonstrated that, although network sharing generates important efficiency gains, such as faster coverage expansion and cost reduction, it can also entail competitive risks. CADE’s case law points to recurring concerns in RAN Sharing agreements, such as the possibility of reduced rivalry, exchange of sensitive information, creation of barriers to entry, and even the configuration of a de facto merger, especially in arrangements with greater cooperative intensity and broad geographic reach.

The publication also highlights the coordinated efforts between CADE and the Brazilian Telecommunications Agency (“Anatel”) to assess these agreements, which require prior approval from the sector regulator. It also reinforces that the competitive assessment should consider not only technical efficiencies, but also the potential impact on investment incentives, network resilience, and access conditions for small providers and Mobile Virtual Network Operators (MVNOs).

As such, the report reiterates the need to establish solid governance mechanisms, implement strict information separation control, and increase contractual transparency to mitigate the identified competitive risks and prevent network sharing from harming competition in the sector.

For more information, refer to: CADE’s Notebook.

CADE executes agreements with Brazilian football leagues in gun jumping investigations

On February 11, 2026, at its 260th Ordinary Ruling Session, CADE’s Tribunal approved two settlement agreements in merger investigation proceedings (“APAC”):

• APAC investigating the establishment of Liga do Futebol Brasileiro (“Libra”)
• APAC investigating the establishment of Futebol Forte União do Futebol Brasileiro (“FFU,” formerly LFU).

The investigations sought to determine whether the creation of these football leagues, established to collectively negotiate broadcasting rights, constituted associative agreements that were subject to mandatory merger review.

Regarding Libra, CADE concluded that the transaction was consummated prematurely. The agreement set a BRL 559,267.26 fine to be equally split among the league’s founding members – Grêmio, Flamengo, Palmeiras, Santos, and São Paulo.

Conversely, for the FFU, which CADE also recognized as an associative contract, the agreement did not impose a fine, but determined that all future memberships must be notified to CADE whenever the revenue criteria are met.

Reporting Commissioner Victor Fernandes stated that both leagues meet the legal requirements for an associative contract, particularly regarding the existence of a “joint venture” and the sharing of risks and results, which is why each club’s entry must be notified in advance.

According to both agreements, Libra and the FFU will have 60 days to notify all mergers that have already been consummated within the associations, that is, to notify the membership of clubs that, at the time of their entry, already met the revenue criteria.

For more information, refer to: CADE enters into agreement with Libra and FFU in investigation of mergers consummated prematurely.

CADE’s Tribunal shelves transaction between Clickbus and RJ Participações for informational flaws and requests new filing

On February 11, 2026, at its 260th Ordinary Ruling Session, CADE’s Tribunal dismissed, without analyzing the merits of the case, the merger involving the acquisition of RJ Participações S.A. by Bus Serviços de Agendamento S.A. (“Clickbus”), after identifying material omissions and inconsistencies in the filing.

The transaction involved the purchase of 100% of the shares of RJ Participações and Clickbus’ entry into the bus ticket management software market. Although CADE’s General Superintendence (“GS”) had approved the merger in September 2025, it subsequently requested a review of the decision after identifying the potential influence of the Guanabara Group – a significant shareholder of Clickbus – on Smart Travel, a direct competitor of RJ Participações.

In a December 2025 statement, CPA, a Guanabara Group company, denied exercising control over Smart Travel at the time of the notification and reported that the company had been sold to Gogipsy Brasil in November 2024.

According to Reporting Commissioner Diogo Thomson, the case was compromised by informational flaws, especially regarding the applicants’ previous filings and data on administrators linked to related activities. As a result, CADE’s Tribunal dismissed the merger unanimously and the transaction may only proceed after a new filing.

Thomson also recommended opening an administrative proceeding to investigate potential omissions or false information, and launching of a merger investigation proceeding (“APAC”) to examine the transaction between Smart Travel and Gogipsy.

For more information, refer to: Cade shelves Clickbus’ purchase of RJ Participações and requests new merger notification.

SECEX opens two new anti-dumping investigations

In February 2026, the Foreign Trade Secretariat (SECEX) initiated two new anti-dumping proceedings:

• Investigation into dumping and material injury in Brazilian imports of flat laminated glass originating in China
• Opening: CIRCULAR No. 14, DATED FEBRUARY 19, 2026
• Product: flat laminated glass, classified under subheading 7007.29.00 of the Mercosur Common Nomenclature (“NCM”).
• Sunset review of the anti-dumping duty applied to Brazilian imports of flat float glass from China, Egypt, the United Arab Emirates, and Mexico
• Opening: CIRCULAR No. 9, DATED FEBRUARY 10, 2026
• Product: colorless float glass, commonly classified under subheading 7005.29.00 of the Mercosur Common Nomenclature (“NCM”).

CAMEX applies and modifies anti-dumping duties based on public interest

Brazil’s Foreign Trade Chamber (CAMEX) imposed four new anti-dumping duties and concluded two public‑interest reviews, one of which updated a duty in force, as shown in the table below.

Investigations Completed resulting in an applied duty in February 2026

US Supreme Court overturns IEEPA tariffs; White House responds with new 15% global tariff

On February 20, 2026, the U.S. Supreme Court ruled that President Donald Trump exceeded his authority by imposing global tariffs based on the International Emergency Economic Powers Act (IEEPA). As a result, the Court overturned several tariffs that had been in place since 2025.

The U.S. government responded with a new temporary 15% tariff on imports, which took effect on February 24. The new tariff was implemented under Section 122 of the Trade Act of 1974, which authorizes surcharges for up to 150 days on all products not covered by exemptions.

To obtain a tariff refund, importers with liquidated entries may file a protest with U.S. Customs and Border Protection (CBP) or appeal directly to the U.S. Court of International Trade (CIT). Actions seeking the same type of relief have already been filed with the CIT, and the Court is expected to establish standard procedures to rule on tariff refund requests.

Read the full text of the Executive Order suspending tariffs imposed under the IEEPA.

Read the White House fact sheet on the application of the new, temporary tariffs.

MERCOSUR triggers provisional application of agreement with the EU; Brazil concludes approval

On February 27, 2026, MERCOSUR triggered the provisional application mechanism of the Interim Trade Agreement with the European Union, after Argentina and Uruguay notified the completion of their internal procedures, while Brazil and Paraguay move forward with their respective legislative procedures. The measure represents an important step toward anticipating tariff reductions and other negotiated preferences between the blocs while the full ratification process is still underway.

In Brazil, the Chamber of Deputies approved the agreement on February 25, 2026, while the Senate approved it on March 4, 2026. The text will now be sent to the President of the Brazilian Congress for promulgation. In parallel, the European Commission confirmed that provisional application will apply to MERCOSUR countries that have already ratified the treaty, which will take effect two months after the formal exchange of notifications.