Guilherme Favaro Ribas
TozziniFreire Advogados, São Paulo
gribas@tozzinifreire.com.br
Leonardo Mansur Lunardi Danesi
TozziniFreire Advogados, São Paulo
ldanesi@tozzinifreire.com.br
Introduction
Digital platforms have become central to the global economy, operating across e-commerce, logistics, payment systems, advertising, social media and other increasingly interdependent sectors that often form complex service ecosystems. While the benefits of the digital economy are widely recognised, competition authorities worldwide have observed that traditional ex post antitrust enforcement may be insufficient to keep digital markets open and contestable, given inherent economic features of digital business models such as strong network effects, tipping tendencies and high barriers to entry. This understanding has led several jurisdictions, including the EU, Germany, the UK and Japan, to introduce or consider ex ante regulatory frameworks targeting large digital platforms, typically enforced by competition authorities themselves.
In line with this global trend, the Brazilian Federal Government submitted Bill No 4,675/2025 to the Brazilian Congress on 18 September 2025, proposing amendments to the Brazilian Antitrust Law (Law No 12,529/2011) to grant the Administrative Council for Economic Defence (CADE) new powers to regulate digital markets. This article provides an overview of the proposed legislation and the context in which it was developed, and discusses the current status of its legislative progress.
Brief background
The debate over ex ante regulation for digital platforms in Brazil is not new. In 2022, Bill No 2,768/2022, a parliamentary initiative, proposed a regulatory framework for digital platforms, assigning implementation to the National Telecommunications Agency (ANATEL). However, this proposal faced criticism, including from CADE itself, regarding its unclear public policy objectives and the inadequacy of assigning a sector-specific regulator jurisdiction over cross-cutting competition matters.
Meanwhile, CADE had been building institutional expertise on the subject since 2019, when it published a study examining 21 specialised reports on competition in digital markets, and continued developing its knowledge through domestic work and international competition policy forums. Following this trend, in 2023, CADE published an updated study on digital platform markets, providing an overview of national jurisprudence, as well as highlighting the specific features that characterise digital markets and platforms.
To deepen the analysis, the Secretariat for Economic Reforms of the Ministry of Finance (SRE/MF) launched Public Consultation No 1/2024 on 18 January 2024, to gather contributions on the economic and competition regulation of digital platforms in Brazil. The consultation received 301 contributions from 72 participants, including digital platforms, business associations, public authorities and academics. CADE submitted a substantial technical contribution, expressly advocating for ex ante competition regulation of digital platforms to complement the repressive regime under Law No 12,529/2011, and arguing for the expansion of its own powers.
As part of its conclusions, the SRE/MF recommended creating a new legislative instrument enabling CADE to designate systemically relevant platforms and impose special obligations on them – recommendations largely incorporated into Bill No 4,675/2025.
Rationale presented by the Federal Government
In Inter-Ministerial Explanatory Memorandum No 00099/2025, the federal government grounds the Bill on the recognition that, despite the acknowledged benefits of the digital economy and the need to foster innovation, legal mechanisms are necessary to prevent the exercise of substantial economic power by large digital platforms, considering the imminent risk of obsolescence of measures originally designed to operate solely in the physical domain. The Administration states that initiatives from ten countries were examined, and the conclusion was that Brazil’s antitrust law framework needed enhancement, equipping CADE with timely and swift preventive tools suited to the specific dynamics of digital markets.
The Administration further argues that the proposed measures place Brazil at the forefront of competition protection in digital platforms, alongside jurisdictions such as Germany, Japan and the UK, representing a fundamental step toward increasing productivity and competitiveness and consolidating an institutional environment for a contemporary competition policy with stable and predictable conditions for free enterprise.
Key provisions of the Bill
Bill No 4,675/2025 proposes amending Law No 12,529/2011 to grant CADE regulatory powers specifically targeting digital markets, through two new types of administrative proceedings: (i) designation of systemically relevant economic agents in digital markets (ARS); and (ii) determination of special obligations for such agents.
Structural changes to CADE
The bill creates a new Digital Markets Superintendence (SMD) within CADE, headed by a Superintendent appointed by the President after Senate approval, with a two-year term, renewable once. The SMD’s competences include launching and conducting ARS designation proceedings, proposing and monitoring special obligations, permanently overseeing activities in digital markets and developing studies to guide obligation implementation.
CADE’s Tribunal retains final decision-making authority over ARS designations, special obligations and sanctions. The existing General Superintendence remains responsible for merger review (even involving ARS) and cartel investigations, thereby establishing a clear division: the SMD handles ex ante regulatory functions, while the General Superintendence preserves its traditional enforcement role.
ARS designation criteria
The ARS concept is the Bill’s central element. Designation identifies platforms that, by virtue of their economic size and market centrality, can affect competition across multiple sectors. Only agents whose economic groups recorded annual global gross turnover exceeding BRL 50bn or annual gross turnover in Brazil exceeding BRL 5bn may be designated.
Beyond the quantitative turnover threshold, designation considers qualitative criteria on a non-cumulative basis, including presence in multi-sided markets; market power linked to network effects; vertical integration and activities in adjacent markets; strategic position for third-party business development; access to significant personal and commercial data; significant numbers of professional and end users; and the offering of multiple digital products or services.
Designation covers the entire economic group, lasts up to ten years, renewable by new proceedings, and designated platforms must maintain offices and updated contact information in Brazil.
Possible special obligations for ARS
Once designated, ARS may be subject to special obligations imposed by CADE through a specific administrative proceeding supported by economic justification. The Bill provides an illustrative list of obligations, including (i) merger notification: mandatory filing of any transaction involving the SRA, regardless of standard turnover thresholds; (ii) transparency and access to information: clear disclosure of terms of use, ranking criteria, pricing structures and prior notice of changes; (iii) prohibited practices: bans on self-preferencing, tying, restricting competitor access to inputs or users, misuse of business users’ data to favour the platform’s own offerings, imposing barriers to direct contact between business and end users, and predatory or abusive strategies; and (iv) interoperability and portability: providing free data transfer tools, effective interoperability mechanisms, allowing third-party app installation, granting access to performance measurement tools, enabling modification of default settings, ensuring adaptation periods, establishing complaint mechanisms and offering non-discriminatory access conditions.
Obligations may be limited to specific services or products and implemented through changes to terms of use or technological redesign. ARS must submit periodic compliance reports, and CADE may require independent audits at the agent’s expense. Non-compliance triggers sanctions under the Brazilian Antitrust Law.
Proceedings, oversight and penalties
Administrative proceeding for the designation of ARS
The administrative proceeding for the designation of an ARS falls within the competence of the SMD, which may launch it ex officio or upon a substantiated petition by any interested party. The term of the designation shall be up to ten years, renewable by means of a new proceeding, and the designation shall extend to the entire economic group to which the designated agent belongs. At the conclusion of the evidentiary stage, the SMD shall forward the case file to the Tribunal with a reasoned recommendation either for the dismissal of the proceeding or for the designation of the defendant as ARS. The Tribunal’s decision must be reasoned and must specify the facts that constitute grounds for the designation, and shall be published in the Brazilian Official Gazette within five business days after the ruling.
Administrative proceeding for the imposition of special obligations on ARS
The administrative proceeding for the imposition of special obligations also falls within the competence of the SMD, which may launch it ex officio or upon a substantiated petition by any interested party. The imposition of special obligations shall be preceded by an economic justification for the decision, and such obligations shall take effect 60 days after publication of the decision and shall terminate at the end of the designation period. Special obligations may be revised in the event of significant market changes, through the launch of a new administrative proceeding. The SMD may conduct the designation and the special-obligations proceedings concurrently.
Procedural framework
The procedural framework before the SMD and CADE’s tribunal comprises several stages with specific time limits, from the launching of the proceeding and the notification of the defendant, who shall have 30 days to submit his or her pleadings (extendable by up to ten days), through consideration by the SMD, additional evidentiary proceedings if necessary, a public hearing with a 15-day period for contributions from any interested party and the SMD’s final reasoned opinion, which shall be forwarded to the Tribunal. At the Tribunal, the case shall be assigned to a Reporting Commissioner within 48 hours, who shall have up to 120 days to place it on the agenda, the placement becoming automatic upon the expiration of that period; the Reporting Commissioner may request an opinion from the General Attorney’s Office and may order further diligences to be conducted by the SMD or by the Department of Economic Studies.[1]
Status of the debate and near‑term expectations
As set forth throughout this article, Bill No 4,675/2025 proposes a significant transformation of Brazil’s competition law framework by conferring upon CADE ex ante regulatory powers over digital markets, in line with the trend observed in other jurisdictions.
Since its submission by the current Administration on 18 September 2025, the Bill has progressed in the Chamber of Deputies: a reporting congressman was appointed on 7 October 2025; and on 1 November 2025, a request for urgent consideration was filed. If the request for urgent consideration is approved, the Bill may be voted directly by the Plenary without referral to the standing committees, which would place it in a priority position relative to other bills under consideration.
Although it is not possible to predict how long the debate will take in the Brazilian Congress or the final form the text will assume, there are clear signs of institutional interest in actively advancing the Bill’s processing, both from the administration and from Brazilian Congress itself. The matter, however, is not free from political controversy: while the reporting congressman contends that the Bill protects domestic companies in a market dominated by a few large platforms and does not address internet content regulation, opposition parliamentarians have expressed concerns regarding the breadth of powers conferred upon CADE and the potential impacts on business models and innovation.
Accordingly, this is an issue of great relevance that will probably occupy a central place in debates on competition policy and the regulation of digital markets in Brazil in the coming months.