The Framework

Brazil’s digital merger regime, governed by Resolution No. 33/2022 and enforced by the Administrative Council for Economic Defense (CADE), establishes specialized guidelines for reviewing transactions involving digital platforms.[1] The framework introduces novel notification thresholds designed to capture high-value acquisitions by emerging competitors, even when the target has little or no revenue, which is particularly relevant for platform acquisitions in early-stage tech markets. CADE has also expanded its investigatory powers for technology transactions and adopted non-traditional theories of harm, focusing on risks such as data concentration, elimination of nascent competition, and the entrenchment of dominant positions through complementary acquisitions.[2] Reviews must account for data consolidation impacts, innovation effects, and multi-sided market dynamics, moving well beyond traditional price-based analyses. This reflects Brazil’s broader regulatory shift toward assertive merger oversight in digital markets, signaling a more interventionist posture.[3]

Implications for U.S. Technology Leadership

Brazil’s digital merger regime creates strategic friction for U.S. technology firms by disrupting acquisition-based growth strategies that are essential to maintaining global competitiveness. The focus on speculative harms, such as data consolidation and nascent competition, introduces legal uncertainty into deals involving startups, even when they pose no immediate threat to market concentration. This increases transaction costs, delays innovation-focused integrations, and reduces the ability of U.S. firms to scale across emerging markets through targeted acquisitions.

As global competitors—particularly China—strengthen their presence in Latin America’s digital landscape, the cumulative effect of restrictive frameworks, such as Brazil’s, is to erode the United States’s comparative advantage. Limiting U.S. firms’ ability to consolidate emerging technologies and deploy regional growth strategies weakens their position in shaping digital infrastructure, standards, and ecosystems. Over time, this diminishes the role of American companies in one of the most dynamic and strategically relevant technology markets outside the United States.

Endnotes