Corporate Investigations Newsletter – November 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

Brazil’s Federal Prosecutor’s Office and oversight bodies enhance leniency agreements with new negotiation guidelines for companies

On November 07, 2025, Brazil’s Federal Prosecutor’s Office (“MPF”) released a practical roadmap in collaboration with Brazil’s Office of the Comptroller General (“CGU”) and Office of the Attorney General (“AGU”) to guide companies interested in formalizing leniency agreements.

The initiative aims to clarify and streamline the negotiation process in compliance with the Technical Cooperation Agreement (“ACT”) executed by the institutions. The document outlines the stages of the process and establishes the criteria for granting benefits, as well as the requirements for companies to cooperate effectively with the authorities.

Additionally, the new roadmap provides clear guidance on the required documentation, negotiation procedures, and monitoring mechanisms to ensure compliance with the obligations undertaken by companies. Among the key improvements are the standardization of assessment criteria, the establishment of deadlines for each phase of the agreement, and the possibility of direct dialogue among companies and oversight bodies, facilitating the clarification of doubts and the resolution of disputes.

The updated leniency procedures encourage companies’ cooperation with authorities and strengthen the culture of accountability and corporate integrity.

For more information, please access the full article.

CGU and OECD release international report on public integrity in Brazil

On November 10, 2025, the CGU and the Organization for Economic Co-operation and Development (“OECD”) published the international report “2025 OECD Integrity Review of Brazil”.

The document provides a detailed assessment of Brazil’s system for preventing and combating corruption, offering a comprehensive analysis of the country’s progress and challenges in promoting ethics, transparency, and corruption prevention in the public sector, as well as recommendations to improve public policies and institutional integrity practices.

The report acknowledges Brazil’s progress since the first edition in 2012, particularly in strengthening internal controls, auditing, and the role of the CGU as the central authority for integrity. Key achievements include the consolidation of legal frameworks and the dissemination of best practices across different levels of government. Nevertheless, the report also highlights ongoing challenges, such as the lack of senior leadership engagement, uncertainty regarding the roles of public managers, and the need to enhance accountability mechanisms and risk management.

Among its main recommendations, the report suggests strengthening coordination among oversight bodies, expanding whistleblower protection, investing in training and technological innovation, and fostering a culture of integrity at all levels of public administration.

The publication positions Brazil as an international benchmark in this area, reinforcing the need for alignment with global best practices. For the private sector, the document can serve as a strategic guide to anticipate regulatory trends and strengthen institutional reputation with investors and foreign partners.

For more information, please access the full article.

CGU and Federal Police launch new phase of Operation Sem Desconto

On November 13, 2025, the CGU and the Brazilian Federal Police launched a new phase of Operation Sem Desconto, which investigates fraud involving deductions made directly from the payrolls of retirees and pensioners of Brazil’s National Social Security Institute (“INSS”) for association-related purposes.

The operation involves entities and public officials suspected of participating in schemes to divert funds and unlawfully grant benefits.

The investigations identified irregularities in the conduct of associations and unions that carried out deductions for the benefit of third parties without clear authorization from beneficiaries. As a result, the following crimes are under investigation: insertion of false data into 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 executing search and seizure warrants, reviewing documents, and investigating suspicious financial transactions, with the aim of deepening fact-finding and holding those involved accountable.

For more information, please access the full article.

Transparency in Focus: CGU reinforces integrity and social oversight ahead of COP 30

Throughout November, the city of Belém, in the state of Pará (Brazil), hosted the 30th Conference of the Parties (“COP 30”), bringing together representatives from various countries to discuss global challenges related to climate change.

For the event, the CGU launched the campaign “Transparency in Focus,” aimed at strengthening integrity and social oversight in initiatives led by the Federal Government. The campaign sought to engage civil society, companies, and public agencies in discussions on best practices in governance, ethics, and sustainability, promoting workshops and training sessions for public managers and civil society members.

Additionally, the CGU introduced new digital tools to facilitate the monitoring of public expenditures and policies related to COP 30, establishing strategic partnerships with national and foreign entities to enhance transparency in environmental matters. The agency emphasized that social oversight is a key instrument to prevent irregularities and promote accountability – that is, the concept of control, responsibility, transparency, and oversight – especially in large projects and public contracts linked to the event.

The CGU’s performance during COP 30 underscored the strategic importance of transparency and social oversight in promoting public and corporate integrity. Within this context, the engagement of society and the strengthening of oversight mechanisms increased organizational responsibility regarding regulatory compliance and accountability. Thus, adopting a proactive stance toward the regulatory requirements and trends showcased at COP 30 has become essential to mitigate risks and ensure competitiveness in environments that are increasingly driven by sustainability and transparent governance.

For more information, please access the full article.

STJ determines that environmental pollution is a formal offense, regardless of proven damage to health

The Third Section of Brazil’s Superior Court of Justice (“STJ”), under repetitive appeals (Precedent 1,377), established a thesis according to which the crime of environmental pollution – provided for in the first part of the main section of Article 54 of Law 9,605/1998 – has a formal nature.

Thus, the potential for damage to human health is enough to establish the conduct. On this basis, it is not necessary for the damage to actually occur or for technical expertise to be carried out, and it can be proven by any means.

The case under analysis involved a bar owner accused of noise pollution due to the emission of noise exceeding the legal limit. Although the court had disqualified the conduct as a misdemeanor for lack of proof of damage to health, the STJ reinstated the conviction, recognizing that risk exposure is sufficient to characterize the crime.

According to the reporting officer, Justice Joel Ilan Paciornik, the Environmental Crimes Law must be interpreted on the basis of the constitutional principles of prevention and precaution, which impose liability even against hypothetical risk. For the justice, the environment has its own legal value and diffuse interest, requiring protection even if the harmful result does not materialize.

For more information, please access the full report.

Brazil’s Public Prosecutor’s Office dismisses tax crime investigation due to lack of intent
Brazil’s Public Prosecutor’s Office (“MP”) has closed an investigation into an alleged crime against the tax order (Article 1, item I, of Law No. 8,137/90).

The decision followed an analysis of the conduct of the company’s representatives, concluding that there was no subjective element of the criminal type to characterize the offense.

According to the MP, although a tax irregularity was identified through an infraction notice issued by the competent authority, there was no evidence that the company’s representatives acted with intent to commit a crime against the tax system – an essential requirement for criminal liability. The MP emphasized that criminal law does not allow strict liability; it requires proof of awareness and willful conduct in committing the offense.

Another relevant factor was the presentation of full collateral for the tax liability in a separate judicial proceeding, which suspended collection of the amount due. For the MP, this initiative demonstrates an intention to regularize the situation, ruling out any plan to defraud public funds.

On these grounds, the MP dismissed the case, and the judge approved the decision.

STF upholds forfeiture of assets agreed in plea bargain

On November 11, 2025, when ruling on Petition No. 6508, the STF decided, by majority, that the forfeiture of assets provided for in a clause of a plea bargain agreement is valid regardless of a final criminal conviction.

According to the reporting officer, Justice Edson Fachin, the recovery of illicit assets is one of the expected outcomes of cooperation and a condition for granting benefits such as sentence reduction or the decision not to file charges. In this case, the cooperating party had expressly waived ownership of illicit assets and authorized their repatriation as part of the agreement.

For the justice, requiring a final and unappealable decision in such circumstances would be illogical, as the forfeiture stems from a voluntary act agreed upon in the plea bargain. Doing so would be equivalent to allowing the legalization of illicit assets that had been frozen. Fachin emphasized that the specific waiver clause has a distinct nature from the generic provision for asset forfeiture following conviction.

The thesis was upheld by the majority of the Court’s Plenary. Although there was partial dissent, with votes opposing immediate enforcement of forfeiture – on the grounds of risk of premature penalty execution –, this position did not prevail.

For more information, please access the full report.

STJ dismisses police inquiry due to excessive delay

STJ’s Sixth Panel unanimously decided to dismiss a police inquiry that had been ongoing for more than four years to investigate alleged irregularities in the emergency contracting of ICU beds during the Covid-19 pandemic.

In adjudicating Habeas Corpus Appeal (“RHC”) No. 206245, the Collegiate Board held that there was no justification for the prolonged delay in concluding the investigation, even in light of a court-imposed deadline.

The case concerned Cuiabá’s former health secretary, Célio Rodrigues da Silva, who was under investigation for alleged involvement in a criminal organization.

According to the reporting officer, Justice Og Fernandes, the constitutional right to a reasonable duration of proceedings (provided for in Article 5, item LXXVIII, of the Brazilian Federal Constitution) also applies to the investigative phase. The justice emphasized that the complexity of the case does not justify keeping the investigation open indefinitely, particularly given the State’s unjustifiable inertia in carrying out the necessary investigative measures.

The reporting justice further noted that, although there is no statutory time limit for completing a police inquiry, the assessment must be guided by the principles of reasonableness and proportionality to prevent undue and unjustifiable delays in governmental activity.

For more information, please access the full report.

CADE publishes study on overcharges in cement cartel

On November 12, Brazil’s Administrative Council for Economic Defense (CADE), released the working paper “Estimation of Price-Fixing Overcharges in Cartels: Evidence of the Cement Cartel in Brazil”, with an unprecedented review of how collusive practices impacted the cement market economy between 1994 and 2007, when the cartel was operating.

The study employed the difference-in-differences methodology and estimated that cement prices were 2.02% above the competitive level while the cartel was operating, which indicates overcharges. Prices eventually fell after a search and seizure in February 2007, resulting in BRL 11.8 billion in savings for consumers by 2022.

The document, however, emphasizes that this estimate is conservative, as it does not consider dynamic gains nor does it employ international parameters commonly used to quantify overcharges (10% to 20%). In other words, the actual impacts may have been significantly greater.

In addition to reinforcing the importance of antitrust policies, the study lays a strong technical foundation for quantifying overcharges. This is essential both for estimating damage and for substantiating any tort claims resulting from collusive practices.

For more details, please access: Working Paper No. 3/2025 – Estimating Price-Fixing Overcharges in Cartels: Evidence of the Cement Cartel in Brazil (Portuguese only)

CADE holds public hearing on liquid fuel market and produces assessment of pro-competition measures in the sector

On November 13, CADE held a public hearing to address competitive challenges across the entire chain of the liquid fuel market, from refining to retail.

The hearing aimed at reviewing practices that may restrict competition, and defining competitive improvement measures within the sector.

The meeting gathered representatives from several entities and raised concerns over issues that persisted despite cease-and-desist agreements (Termos de Compromisso de Cessação – “TCC” signed with Petrobras in 2019. The following discussions stood out:

• Exclusivity clauses in “flag” agreements (a type of trademark agreement involving gas stations in Brazil);
• Impacts of the RenovaBio program;
• Failure to pass on price reductions from refineries;
• Acquisitions of Transporters, Resellers, and Retailers (“TRRs”) by large distributors;
• Barriers to accessing aviation fuel tank storage; and
• Price differences between proprietary and independent refineries, which may constitute margin squeeze and compromise competition within private refining.

During the hearing, CADE reinforced the importance of fostering competition and cooperating with regulatory agencies to reduce barriers and improve standards.

In turn, on November 26, CADE presented the document “Rethinking the fuel sector,” which assesses pro-competition measures proposed in 2018, and reviews regulatory and institutional updates occurred up to July 2025.

The following advances stood out:

• Direct sale of ethanol to gas stations (Law No. 14,367/2022 and ANP Resolutions No. 944/2023 and 948/2023);
• Import authorization for distributors (ANP Resolution No. 777/2019);
• Elimination of goods and services tax substitution, and adoption of a single-phase taxation method (Supplementary Law 192/2022);
• Improved access to data for combating cartels, with integration into the Product Movement Information System (SIMP) of the Brazilian National Agency for Petroleum, Natural Gas and Biofuels (ANP); and
• Greater transparency in resale, through the Consulta Posto Web

Despite this, significant challenges remain, such as reviewing the ban on verticalization, allowing self-service, and harmonizing urban planning regulations. The Brazilian tax reform simplified several points, but maintained ad rem tax rates, which employ fixed values per unit of measurement, rather than percentages (ad valorem) and are consequently criticized by CADE for potential competitive distortions.

For more information, please access: Public Hearing – Liquid Fuels and Review of the document “Rethinking the fuel sector: pro-competition measures” (Portuguese only)

CADE and Ceará prosecution office launch operation against alleged cartel at Fortaleza gas stations

On November 28, CADE and the Public Prosecutor’s Office of the state of Ceará (“MP-CE”) launched Operation Final Price (Operação Preço Final) to investigate evidence of a cartel operating in the city of Fortaleza’s fuel market.

The investigation started from a complaint that pointed to potential price-fixing practices among gas stations.

Within this context, CADE’s General Superintendence conducted an econometric study founded on ANP data to identify pricing patterns that could indicate coordinated conduct.

CADE, the MP-CE, and Brazil’s civil police force executed more than 20 court orders related to

Operation Final Price, which is part of CADE’s strategy aligned with Ordinance No. 379/2025 to strengthen oversight in the Brazilian fuel sector.

For more details, please access: CADE and MP-CE conduct operation to investigate alleged cartel in the fuel market (Portuguese only)

CADE approves WPL’s acquisition by Navemazônia without restrictions, emphasizing compliance measures

On November 26, the CADE Tribunal approved, without restrictions, the acquisition of Waldemiro P. Lustoza & Cia (“WPL”) by Navemazônia Navegação Ltda. (“Navemazônia”), a company belonging to Grupo Atem.

The transaction involves companies that transport fuel by river in the Amazon region, promoting vertical integration with Grupo Atem’s activities in the distribution, refining, and shipbuilding segments.

Although CADE’s General Superintendence had already approved the transaction without restrictions in May 2025, the case was brought before the Tribunal after companies Vibra Energia, Ipiranga, and Petróleo Sabbá filed appeals as third parties with standing in the merger. The companies alleged flaws in the definition of the relevant market and competitive risks.

Rapporteur Carlos Jacques voted to maintain the approval without restrictions. Still, the judgment was only concluded after the vote cast by council member Diogo Thomson, who highlighted the complexity of the market defined as the Amazon River Basin, and requested additional measures to mitigate risks, given that the parties’ joint shares exceeded 20% and the sector has low idleness.

The companies, in turn, presented an “Antitrust Protocol” with governance rules that prohibit the sharing of sensitive information, ban exclusivity agreements, and establish internal monitoring mechanisms.

According to Thomson, these measures alleviate competition concerns, eliminating the need for a Merger Control Agreement. As a result, CADE’s Tribunal unanimously approved the transaction, reinforcing the importance of compliance protocols as effective instruments for protecting competition.

For more details, please access: Acquisition of WPL by Navemazônia, part of the Atem Group, approved by CADE without restrictions (Portuguese only)

SECEX initiates trade defense investigations and administrative redetermination procedure

In November 2025, Brazil’s Foreign Trade Secretariat (“SECEX”) launched three new original anti-dumping investigations and one administrative redetermination procedure.

Investigation to examine dumping in exports to Brazil of butyl acrylate originating from China

• Opening: SECEX Circular Letter No. 93, of November 28, 2025
• Product: Butyl acrylate, classified under subheading 2916.12.30 of the MERCOSUR Common Nomenclature (“NCM”).

Investigation to examine dumping in exports to Brazil of phosphoric acid originating from Morocco and Mexico

• Opening: SECEX Circular Letter No. 91, of November 19, 2025
• Product: Purified phosphoric acid with a concentration level greater than 55% and less than 105% H₃PO₄, classified under subheading 2809.20.11 of the NCM.

Investigation into dumping in exports to Brazil of carbon steel tubes originating from Malaysia, India, and Thailand

• Opening: SECEX Circular Letter No. 90, of November 13, 2025
• Product: Seamless carbon steel line pipes used in oil or gas pipelines, with an outside diameter not exceeding five nominal inches (141.3 mm), classified under subheading 7304.19.00 of the NCM.

Administrative redetermination procedure regarding the anti-dumping duty applied to Brazilian imports of metallic magnesium originating from China

• Opening: SECEX Circular Letter No. 89, of November 12, 2025
• Product: Metallic magnesium in crude forms, commonly classified under subheadings 8104.11.00 and 8104.19.00 of the NCM.

United States eliminates 40% tariff on Brazilian beef and coffee

On November 24, 2025, the U.S. President issued a decree modifying the tariffs applied to the Brazilian Government under Section 301 of the Trade Act.

The measure, detailed in Annexes I and II of the decree, eliminates the 40% tariff on highly relevant products such as beef and coffee, in addition to including adjustments for other strategic goods. The published decree clarifies the purpose of reducing impacts on critical supply chains and reinforcing the consistency of U.S. trade policy with economic and diplomatic goals, while maintaining tariffs on sectors considered sensitive and reflecting progress in trade negotiations with Brazil.

Read the full decree.

Decree authorizes implementation of economic complementation agreement between MERCOSUR and Panama

On November 19, 2025, Decree No. 12,724 was published, determining the full implementation of Economic Complementation Agreement No. 76, signed by the MERCOSUR Member States and the Republic of Panama.

The agreement had been signed on December 06, 2024, in Montevideo, under the terms of the 1980 Montevideo Treaty, aiming to promote free trade and economic integration between MERCOSUR and Panama.

Read the full decree.

WTO adopts report on frozen potato dispute and EU appeals in steel tariff case

At a meeting held on November 24, 2025, the Dispute Settlement Body (DSB) of the World Trade Organization (“WTO”) adopted the compliance panel report regarding case DS591.

The measure confirmed that Colombia did not fully comply with a previous panel ruling on anti-dumping measures applied to imports of frozen French fries from Belgium, Germany, and the Netherlands. Within this context, the European Union (“EU”) had requested that Colombia take immediate action to comply with the ruling.

At the same meeting, the EU announced an appeal against the decision issued by the panel in a dispute initiated by Indonesia regarding tariffs on steel products (DS616).

Read the full WTO note.

European Commission imposes safeguard measures on ferro-alloy imports

On November 17, 2025, the European Commission concluded an investigation initiated in December 2024 and decided to impose definitive safeguard measures on imports of certain ferro-alloys.

The measures consist of specific tariff-rate quotas by country and product type, allowing duty-free entry up to defined volumes. Imports exceeding the quota will only remain exempt if the price surpasses a minimum threshold; otherwise, a tariff equivalent to the difference between the declared price and the reference price will be applied.

The decision will remain in force for three years (until November 17, 2028), in response to a 17% increase in imports between 2019 and 2024, which reduced EU producers’ market share from 38% to 24%. Additionally, the measure aims to mitigate the impacts of global overcapacity and market restrictions in other regions, thereby preserving the resilience of European supply chains.

Read the full note.