Corporate Investigations Newsletter – April 2025

The Corporate Investigations Newsletter aims to provide information on the main media news, trends, cases, and legislation concerning compliance, white-collar crime, and competition 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.

Enjoy reading!

Compliance and Investigations, White Collar-Crime, and Competition teams

Compliance and Investigations

CGU enters into a technical cooperation agreement with the AGU and the MPF to seek collaboration in leniency agreements

On April 25, 2025, the Brazilian Office of the Comptroller-General  (“CGU”) entered into a technical cooperation agreement (“ACT”), in collaboration with the Federal Office of the Attorney-General (“AGU”) and the Federal Public Prosecution Office (“MPF”), seeking to improve the cooperation between the agencies in negotiations and leniency agreements with legal entities involved in corruption and other illegal practices against the Federal Government.

The measure represents a significant milestone towards consolidating a more complete, predictable, and efficient institutional environment in Brazil by establishing a formal collaboration instrument between the three institutions. The ACT will facilitate aligning procedures, exchanging information, and acting together across the negotiation, legalization, and oversight of leniency agreements.

With the implementation of the ACT, greater legal certainty is expected for negotiating agreements, which represents an important advance in the coordinated action between the CGU, the AGU, and the MPF. The agencies began their collaborative efforts to reach an agreement in August 2020, under the coordination of the Brazilian Federal Supreme Court (“STF”).

Since 2015, the CGU has already entered into 32 leniency agreements, resulting in over BRL 19.3 billion to be compensated to the Federal Government — of which BRL 9,8 billion has already been paid. The initiative reinforces the importance of a collaborative approach to combating corporate corruption, thus contributing to holding companies accountable and reclaiming public funds.

For more information, please access the full article.

CGU launches new edition of the Pro-Ethics program

On April 15, 2025, the CGU held the official launch of the 2025/2026 edition of the Pro-Ethics program. Applications for the new edition of the program will be open from May 05, 2025, to June 05, 2025, and participation is free of charge.

The Pro-Ethics program is an initiative by the CGU aimed at promoting business integrity by publicly recognizing companies that implement effective measures to prevent, detect, and remedy corruption and fraud. The program also values the commitment to social and environmental responsibility and respect for human rights, aiming to strengthen Brazil’s corporate environment and ensure greater ethics, transparency, and alignment with good governance practices.

The 2025/2026 edition introduces new features, such as updating the participation requirements by including criteria involving socio-environmental responsibility and the defense of human rights. This update aligns with international trends recognized by the United Nations (UN), the Organisation for Economic Co-operation and Development (OECD), and the European Union (EU).

Additionally, the program reintegrates federal state companies operating in the financial, oil, gas, and energy sectors into its scope. For this purpose, specific forms have been developed in partnership with the State-owned Companies Audit Board (“DAE”) of the Federal Secretariat of Internal Control (“SFC”) to facilitate assessments tailored to these organizations’ unique characteristics.

The Pro-Ethics program also integrates the agenda of the Brazilian Pact for Business Integrity (“Pacto Brasil”), which is the CGU’s initiative aimed at fostering collective engagement across the private sector. One requirement for participating in this program’s edition is the prior admission to Pacto Brasil.

With these improvements, the Pro-Ethics program consolidates as a strategic instrument to foster integrity within the business environment, aligning with international standards and fostering a more ethical organizational culture.

For more information, please access the full article.

CGU fines company more than BRL 500 million for defrauding Petrobras’ contract

On April 07, 2025, the CGU published in the Federal Official Gazette its decision to impose an administrative fine of BRL 566,602,792.83 on Toyo Engineering Corporation, due to corruption and fraud involving a contract entered into with Petrobras. The fine also includes declaring the company and its subsidiary ineligible to bid for or contract with the Federal Government.

The sanction follows the judgment of the Administrative Liability Proceeding (“PAR”) filed by the CGU against Toyo Engineering Corporation and its parent company, within the scope of the investigations under Operation Car Wash. The companies were found accountable for harmful practices to the Federal Government, as provided for in Law No. 12,846/2013 (Anti-Corruption Law), and included other illegal acts, such as the payment of tuition fees, cartel formation, money laundering, and bidding fraud. In addition to the imposed fine, the companies involved must publish the sanctioning administrative decision in a widely circulated newspaper, in a visible place at their headquarters, and on their respective institutional websites.

Based on this decision, the CGU reaffirms its commitment to holding the companies involved in acts of corruption against the Federal Government accountable and reclaiming the public funds misappropriated through illicit schemes.

For more information, please access the full article.

CGU initiates public consultation to assess integrity programs under the new Bidding Law

On April 15, 2025, the CGU initiated a public consultation on the Participa + Brasil platform regarding the draft ordinance establishing the procedures and methodology to assess integrity programs – which are mandatory for large-scale hiring –, as provided for in Law No. 14,133/2021 (New Law on Bidding and Contracts) and Decree No. 12,304/2024. Comments will be public and visible to all platform participants.

The consultation aims to ensure that society participates actively in shaping the ordinance, thus calling for suggestions regarding inclusions, exclusions, or amendments to the provisions proposed. The draft ordinance has been developed by the CGU’s Private Integrity Secretariat, drawing on best practices from the sector and consultation with integrity experts to create a more efficient, fair, and transparent assessment process.

By launching this consultation, the CGU aims to gather diverse perspectives to improve the integrity assessment. The consultation will remain open for a certain period of time and is available for contributions on the official website of the Participa + Brasil platform.

For more information, please access the full article.

White-Collar Crime

Limits for lifting internet users’ confidential data

On April 23, 2025, the Brazilian Federal Supreme Court (“STF”) once again suspended the trial of Extraordinary Appeal (RE) No. 1301250, which will define the limits for lifting the confidential data of internet user data based on searches carried out on search engines. Google filed the appeal against a court order within the scope of the investigations into the murder of councilwoman Marielle Franco and driver Anderson Gomes, which took place in 2018.

Justice André Mendonça agreed with the reporting officer, Justice Rosa Weber, by arguing that the lifting of confidential data from internet searches cannot reach an undefined group of people. Mendonça argued that the measure can only be authorized when there are indications that specific individuals are involved in criminal practices, in other words, observing proportionality and well-founded suspicion criteria. Subsequently, Justice Gilmar Mendes requested further examination, that is, more time to analyze the case.

Justices Alexandre de Moraes and Cristiano Zanin stated that they consider the lifting of confidential data referred to as constitutional, provided that it complies with clear criteria and is duly substantiated. Both of them emphasized that, within the scope of complex investigations, the use of search data can be a legitimate tool, provided that users’ fundamental rights are observed.

For Justice Alexandre de Moraes:

“1) The judicial request for connection records or records of access to internet applications is constitutional for the purposes of criminal investigation or criminal proceedings, including the provision of personal data by providers, in compliance with a reverse keyword search measure, based on Art. 10 and Art. 22 of Law No. 12.965/2014 (Internet Framework), if the following requirements are met:

(a) well-founded evidence of the offense;
(b) motivation for the use of the records requested within the scope of the investigation or evidentiary instruction;
(c) period referred to in the case records.

2) The court order may refer to undetermined persons, which can actually be determined based on other evidence previously obtained in the investigation and which objectively justifies the measure, provided that it is necessary, appropriate, proportional, and also justified by the lack of other less invasive means of obtaining such information as well as the suitability of the measure in relation to the seriousness of the offense under investigation.”

In addition to Justice Gilmar Mendes, the following justices have not voted yet: Cármen Lúcia, Nunes Marques, Edson Fachin, Dias Toffoli, Luiz Fux, and Luís Roberto Barroso.

For more information, access: STF suspends trial on the limit for lifting confidentiality of internet searches | Supreme Federal Court

STF initiates trial of appeals filed by Operation Car Wash defendants against the immediate forfeiture of assets

On April 09, 2025, the STF resumed its analysis of a set of appeals filed by former Odebrecht Group executives, arguing over when to apply the forfeiture of assets and amounts relating to the crimes investigated by Operation Car Wash. Six interlocutory appeals are being tried against the decisions handed down by Justice Edson Fachin, the reporting officer for Operation Car Wash at the STF, who determined the immediate forfeiture of assets. 

To date, Justices Edson Fachin and Gilmar Mendes have cast dissenting votes. A prominent request by Justice Dias Toffoli submitted the analysis for on-site trial, which was suspended on April 23, 2025, after Justice Flávio Dino requested a further individual examination of the records.

The items involve amounts deposited in foreign accounts, real estate properties, and works of art listed in plea bargain agreements entered into with the Federal Public Prosecution Office (“MPF”), and ratified by the then president of the STF, Justice Cármen Lúcia, in 2017.  The penalty of forfeiture of assets was applied in the agreements entered into by the executives and is provided for in the Money Laundering Law (Law No. 9.613/1998), which establishes the forfeiture, in favor of the Union or the states, of all assets, rights, and amounts connected, whether directly or indirectly, to crimes perpetrated. 

Justice Fachin has already cast his vote, stating that the agreements were duly ratified and there is no provision conditioning the forfeiture of assets to criminal conviction. Conversely, Justice Gilmar Mendes expressed opposition to the early forfeiture of assets, having indicated “serious factual and empirical evidence” involving the conditions questioned in the appeals. Justice Dias Toffoli echoed Justice Gilmar Mendes’ dissent.

For the defense, the waiver of assets and amounts provided for in leniency agreements should only occur following criminal conviction and considering that all measures have been applied (final and unappealable decision). The cases on trial were filed between 2019 and 2021, in Petitions (PETs) Nos. 6455, 6477, 6487, 6490, 6491, and 6517. The proceedings are confidential.

For more information, access: STF suspends analysis of immediate forfeiture of assets of Operation Car Wash defendants | Supreme Federal Court

Absence of a physical warrant compromises search and seizure

The Fifth Panel of the Superior Court of Justice (“STJ”) established that the absence of a physical warrant, regardless of prior judicial authorization, compromises the lawfulness of a search and seizure measure, rendering the evidence obtained unlawful. 

The ruling was established on April 08, 2025, after the trial of Interlocutory Appeal in Habeas Corpus No. 965224, filed by the MPF against a monocratic decision granting an ex-officio order in favor of the aggravated party, annulling a search and seizure visit carried out without a warrant.

Justice Ribeiro Dantas, the reporting officer, argued that the absence of a physical warrant compromises the legitimacy of the visit – regardless of prior judicial authorization –, as the warrant is essential for the visit to be carried out properly. Therefore, the appeal was dismissed and the monocratic decision was upheld. The justice also ordered that copies of the monocratic decision and trial be submitted to the Minas Gerais State Civil Police Ombudsman’s Office (“PCMG”), as well as to the Minas Gerais State Public Prosecutor’s Office (“MPMG”) for further measures.

For more information, access: Interlocutory appeal in habeas corpus | STJ

STF denies exclusivity of police chiefs in carrying out criminal investigations

On March 31, 2025, the STF tried Direct Action of Unconstitutionality (“ADI”) No. 5043, which addressed the interpretation of Paragraph 1 of Article 2 of Law No. 12,830/13 (Law on criminal investigations conducted by police chiefs).

The provision in question established that “the police chief, as a police authority, is responsible for conducting the criminal investigation by means of a police inquiry or other procedure provided for by law, the purpose of which is to ascertain the circumstances, materiality, and authorship of criminal offenses”.

Within the context of the proceeding, the Federal Attorney General’s Office (“PGR”) claimed that the paragraph – referring to the criminal investigation carried out by the police chief – could lead to the mistaken idea that conducting any investigative procedure of a criminal nature would be the exclusive responsibility of police chiefs. 

In his vote – which approved the PGR’s request – the reporting officer, Justice Dias Toffoli, reiterated the Court’s understanding that the Brazilian Federal Constitution does not establish that criminal investigations are exclusive or reserved for the police: the Public Prosecutor’s Office, parliamentary commissions of inquiry (“CPIs”), and other bodies also hold investigative powers. Therefore, Dias Toffoli dismissed any interpretation granting police chiefs the private or exclusive power to carry out criminal investigations.

Therefore, the proceeding was upheld – without reducing the text — to declare the interpretation of §1 of Art. 2 of Law No. 12,830/13 (regarding the exclusivity of police chiefs to carry out criminal investigations) as partially unconstitutional.

For more information, access: STF dismisses interpretation assigning exclusivity to police chiefs to carry out criminal investigations | Supreme Federal Court

Competition

CADE and the Federal Public Prosecutor’s Office sign a partnership to combat cartels

On March 25, 2025, the Administrative Council for Economic Defense (“CADE”) and the Federal Public Prosecutor’s Office (“MPF”) signed a Technical Cooperation Agreement (“ACT”) to intensify the fight against cartels and other violations of economic order, establishing guidelines for the exchange of information and resources between the institutions.

The partnership, initially valid for five years, will allow the sharing of evidence and data obtained in investigations between the agencies, respecting legal limits. The ACT’s work plan includes three main fronts: (i) improving communication between the institutions; (ii) prioritizing the sharing of information; and (iii) developing techniques to improve joint action.

The responsibility for compliance with the agreement by CADE will be the General Superintendence, in charge of executing the work plan, while at the MPF it will be the Chamber of Consumer and Economic Order.

For more information, visit: Cade e MPF firmam acordo para reforçar combate a cartéis no Brasil
(Available in Portuguese)

Ministry of Finance begins review of regulations based on PARC

On April 23, 2025, the Secretariat for Economic Reforms (“SRE”) of the Ministry of Finance began reviewing six resolutions and three federal laws, aiming to identify potentially anticompetitive regulatory practices and, potentially, suggesting the review of these regulations in the context of the Regulatory and Competition Assessment Procedure (“PARC”).

The SRE, through the Undersecretariat for Economic Monitoring (“SEAE”), seeks to implement solutions to improve the regulatory and economic environment, promoting a conciliatory approach.

The resolutions under review are: BCB No. 304/2023; ANP No. 957/2023; Anvisa No. 954/2024; CMED No. 2/2004; Antaq No. 109/2023; and Antaq No. 109/2023. The federal laws under review are: Law No. 8,212/1991 (which provides for the organization of social security and institutes the Funding Plan); Law No. 8,213/1991 (which provides for the Social Security Benefit Plans); and Law No. 10,820/2003 (on the authorization for discounting benefits from payroll).

Access more details on the rules under review at https://www.demarest.com.br/en/ministerio-da-fazenda-define-normas-a-serem-revisadas-pelo-parc/.

Once the rules have been defined, the instruction phase will begin, in which the SRE will notify the bodies responsible for issuing the normative acts and gather the necessary subsidies for the analysis.

CADE approves acquisition of Brasnefro by DaVita

On April 23, 2025, CADE approved the acquisition of Brasnefro Participações Ltda. by DaVita Brasil Participações e Serviços de Nefrologia Ltda., subject to the execution of a merger control agreement (“ACC”).

The transaction required a complex analysis by the General Superintendence, which warned about levels of concentration generated by the transaction in some geographic scenarios in the chronic dialysis services market and referred the merger case for evaluation by CADE’s Tribunal. The result was a successful negotiation of ACC with structural and behavioral remedies.

Demarest’s Competition team represented DaVita in the transaction.

For more information, visit: Cade aprova, com restrições, aquisição da Brasnefro pela DaVita
(Available in Portuguese)

Cade opens an administrative inquiry to investigate Ericsson’s conduct in the licensing of essential patents to 5G

On April 23, 2025, CADE’s Tribunal ruled on the voluntary appeal filed by Motorola Mobility Comércio de Produtos Eletrônicos Ltda. and Lenovo Tecnologia Brasil Ltda., in the context of the Preparatory Proceeding No. 08700.003442/2024-16.

The preparatory proceeding was initially initiated based on a confidential complaint filed by Motorola and Lenovo against Telefonaktiebolaget L.M. Ericsson with a request for preventive measure. However, the request for preventive measure was denied and the representatives filed a voluntary appeal with CADE’s Tribunal for review of the General Superintendence’s decision.

The parties subsequently informed CADE that the dispute between the companies was closed due to the signing of a global agreement for the licensing of the technology.

Nevertheless, during the trial, the reporting commissioner Gustavo Augusto indicated that there were elements that could suggest a violation of the economic order in relation to the licensing of essential patents to the 5G standard, requiring further analysis by the General Superintendence.

For more information, visit: Cade determina abertura de inquérito para investigar a Ericsson por prática anticoncorrencial
(Available in Portuguese)