Merger Control Reform in Brazil

Leopoldo Pagotto, Victor Pavon-Villamayor, Nov 30, 2011

The main purpose of merger control is to secure the competitive structure of markets by identifying, ex ante, concentrations that may significantly impede the process of competition. Merger control is a key component of any competition regime and its efficient operation remains critical for the construction of a solid pro-competitive environment.

On October 5, 2011, the Brazilian Congress approved a new competition bill that introduced a number of changes to its antitrust legislation in order to increase its transparency and the efficiency of its competition regime. The bill (Law 12,529/2011) was signed by the President on November 30, with some revisions. In the particular area of merger control, the Brazilian reform envisaged three central changes, namely: the introduction of a pre-merger review system, the implementation of new notification thresholds, and the concentration of merger review responsibilities into a single authority.

The Brazilian reform in merger control certainly enhances the competitive assessment of mergers and acquisitions in the largest Latin American economy and the expected benefits of this reform are large. In the context of the recent Brazilian reform, this note provides some reflections on the challenges created by the implementation of an efficient merger control system in two specific areas: pre-merger review and notification thresholds. Notwithstanding that the following thoughts are discussed in the framework of the current Brazilian reform, the economic and policy implications of these reflections are not necessarily exclusive to that economy.

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