On 12 May 2026, at the 265th Judgment Session of the Administrative Council for Economic Defense (CADE), the Brazilian antitrust authority took a significant step regarding transactions involving the digital markets. On that occasion, the Tribunal analyzed five gun jumping investigations, i.e., administrative proceedings initiated to investigate transactions that had not been previously filed to CADE. The cases involved investments, acquisitions and acquihiring structures in the technology sector, with potential competitive implications.
The transactions were not submitted to CADE because at least one of the parties did not meet the minimum revenue thresholds set forth in Article 88, I, of Law No. 12,529/11. Against this backdrop, President Diogo Thomson de Andrade made a statement endorsed by all the commissioners and incorporated into the opinions of each reviewer in each case. The statement emphasized that transactions involving digital, technology, and artificial intelligence markets may entail the transfer of significant assets, technology, intellectual property, and competitive potential, even if the companies involved do not generate substantial revenues in Brazil.
In this context, the Tribunal reinforced the possibility of using the mechanism provided for in Article 88, §7, of Law No. 12,529/11 (CADE’s call-in powers), which allows CADE to require the submission of consummated transactions that, although not meeting the mandatory filing thresholds, may nevertheless raise competitive concerns, within one year following their closing. As highlighted during the session, this mechanism — historically used only on a limited basis — should remain exceptional and ad hoc, in line with the principles of legal certainty and regulatory predictability.
Accordingly, particular attention was given to acquihiring — a model in which the acquisition of a business effectively occurs through the strategic hiring of a substantial portion of its workforce — which was expressly identified as a matter of antitrust concern. This transactional structure underpinned the Microsoft/Inflection AI case, in which Reporting Commissioner José Levi identified a “high likelihood of negative effects on the market” and ordered the parties to formally notify the transaction to CADE within 30 days.
CADE’s investigation into the Microsoft/Inflection transaction, announced on March 19, 2024, appears aligned with initiatives undertaken in other jurisdictions, including the United Kingdom, Germany, United States, and the Netherlands, all of which also reviewed the transaction. Within CADE, the proceeding was initiated five months after the announcement of the deal, in compliance with the timeframe established in Article 88, §7, following a public communication issued by the Competition and Markets Authority (CMA) regarding the progress of its investigation. In the United Kingdom, the review began in 2024, and the transaction was cleared later that same year.
In the Google/Character.AI case, Reporting Commissioner Camila Alves highlighted the increasing recurrence of acquihiring structures and ordered the opening of new investigations into the Google/Windsurf and Google/Hume AI transactions. By contrast, in the Microsoft/Mistral AI and NVIDIA/Run:ai cases, CADE concluded that the transactions would not produce relevant competitive effects in Brazil — in the former, due to Microsoft’s limited shareholding in Mistral, and in the latter, because of the companies’ lack of activities and market power in the country — and ordered both proceedings to be dismissed. In the Amazon/Anthropic case, Reporting Commissioner José Levi requested the postponement of the matter for further evidentiary review in light of supervening publicly known facts.
Only the cases Microsoft/Mistral AI and NVIDIA/Run:ai were closed during the session.
The judgment signals that CADE is increasingly focused on reviewing transactions within digital ecosystems and has demonstrated a willingness to use mechanisms traditionally regarded as exceptional in order to monitor emerging forms of market concentration.
The FTC is still investigating the case and the Netherlands’ authority withdraw the case like the European Commission also did.