Fernando de Magalhães Furlan
- Economic group under the Brazilian Competition Law, regulations, and jurisprudence:
Article 33 of the Brazilian Competition Law (Law No. 12.529/11) stipulates that: “companies or entities that are part of an economic group, in fact or in law, will be jointly and severally liable, when at least one of them practices a violation to the economic order”.
CADE Resolution No. 02/2012 regulates, among other things, the notification of merger filings, as well as the concept of economic group[1]. According to the resolution, the following shall be considered as part of the same economic group:
- companies under the same control, internal or external; and
- companies in which any of the companies of item “i” owns directly or indirectly at least 20% of equity interest.
Regarding item (ii) above, by adopting objective criteria for defining economic group and considering the intent and the volume of equity interests acquired, CADE is typifying a presumption that 20% is sufficient to qualify the ability to have real interference in the company, therefore constituting an economic concentration and not just a financial investment.
Article 10 of that resolution reads:
“Art. 10 Under the terms of article 9, II, acquisitions of part of a company or companies that fall under one of the following hypotheses are mandatory to be notified to Cade:
I – In cases where the investee company is not a competitor or does not operate in a vertically related market:
a) Acquisition that gives the acquirer direct or indirect ownership of 20% (twenty percent) or more of the invested company’s voting or share capital;
b) Acquisition made by a holder of 20% (twenty percent) or more of the share capital or voting, provided that the participation directly or indirectly acquired, of at least one seller considered individually, gets to be equal to or greater than 20% (twenty percent) of the share or voting capital.
II – In cases where the investee company is a competitor or operates in a vertically related market:
- Acquisition that grants direct or indirect participation of 5% (five percent) or more of the voting or social capital;
b) Last acquisition that, individually or combined with others, results in an increase in participation greater than or equal to 5%, in cases where the investor already holds 5% or more of the acquired voting or social capital.
Single paragraph. For the purposes of framing an operation in the hypotheses of items I or II of this article, the activities of the acquiring company and the activities of the other companies belonging to its economic group, as defined in article 4 of this Resolution, must be considered”.
CADE, in the request for a Cease-and-Desist Agreement (Termo de Compromisso de Cessação – TCC) proposed by Unimed Araraquara[2], defined what should be understood by economic group and the importance of its correct identification for the application of sanctions that may be imposed by Cade to curb unlawful acts practiced by companies linked by a unified decision-making board.
Therefore, it starts from the definition of an economic group adopted by Corporate and Labor Law, specifying the particularities of its application in the scope of the Competition Law. In summary, CADE understood that to set up an economic group within the scope of the Antitrust Law, it is necessary that the entities of the group have their own legal personalities and that there is a certain connection between/among them, that is, that they act under common general guidelines.
In this context, from the perspective of the Competition Law, there will be an economic group configuration when two or more companies act under common direction or when there is, among them, a relationship capable of compromising their impartiality in relation to the other member companies and that can, thus, influence their performance in the market[3].
Another question that should be addressed is the basis for calculating a fine eventually applied by CADE. Should it comprise only the billing of the legal entity (company) listed as “investigated” in the administrative process at CADE, as it would be the only company in an economic group liable to respond for penalties that may apply?
Such an argument could perhaps have some support if the investigated society were the only company in the economic group to operate in the sector whose anticompetitive conduct referred to. If the economic group operates in the same economic sector investigated through other companies, in addition to the company investigated, with documents attesting to such sales, it is certain that the gain from the reduction of competition promoted by anti-competitive conduct also reflects in these other companies in the group, with no justification for their exclusion from the responsibility of repairing the damages caused.
- Joint liability provided for in Article 33 of the Competition Law:
Solidary responsibility, by Brazilian legal system, is not presumed. It results from the law (non-contractual) or from the will of the parties (contractual), as provided for in art. 265 of the Civil Code[4].
That is because article 33 of Law 12.529/11 (Competition Law), provides that:
“Art. 33. Companies or entities that are part of an economic group, in fact or in law, will be jointly and severally liable, when at least one of them practices an infringement of the economic order”.
Thus, joint and several liability of companies belonging to the same economic group, for damages caused by anti-competitive infraction, results from the law (Art. 33, of Law 12.529/11).
Law 12,529/2011, by giving joint and several liability to companies that are members of economic groups for the unlawful conduct practiced by another company in the same group, expanded the liability of an obligation, with repercussions on directing the enforceability of its compliance to more than one person.
Brazilian courts[5], at times, when analyzing the issue, have attributed responsibility for the fulfillment of obligations to legal entities belonging to the same group as the one originally obliged. To support this understanding, they use the argument that there is a common control between/among societies and that they would have merely formal structures.
It is argued that the separation is purely formal between/amongst the companies since they constitute a single economic group, with the same direction and that business, in this case, is conducted in view of the group’s interests and not those of each different society. The understanding, therefore, is that, in the economic group, business is conducted with global/general interest unified, since control is common/shared and/or unified, and therefore, the responsibility between/amongst all the subsidiaries is joint[6].
In another administrative proceeding, CADE understood of the possibility of a company being included in the passive pole of the process in which the conduct of members of other companies in the same economic group were investigated. The controlling company was considered jointly and severally liable for the anticompetitive conduct of its whole subsidiary. CADE also accepted as a proof of solidarity the presentation of a corporate document that attested that they belonged to the same group.
- Joint and several liability:
To carefully analyze the rules that regulate joint and several liability in Brazilian antitrust law, it is necessary to start from the analysis of art. 17 of revoked Law 8.884/1994 (former Brazilian Competition Law). The article reads as below and gives rise to two possible interpretations:
“Art. 17. Companies or entities that are part of an economic group, in fact or in law, who practice infractions of the economic order will be jointly and severally liable”.
According to the first interpretation, the investigation of a legal entity because of the actions of another is not permitted. Solidarity, from that point of view, is possible only in cases where both companies had contributed somehow (by acting or not acting, when they should) for the practice of the illicit.
Such understanding becomes evident with the text given to art. 33 of the current Competition Law (Law 12,529/2011). The substitution in the law of the term “praticarem” (to perpetrate, in the plural) for “praticar” (in the singular) “a violation of the economic order”; shows that, for the previous law, it was necessary for each company to commit the infraction to be held responsible. Such a change reveals that, according to the previous law, there could only be accountability by one own act, and to be possible to remove accountability, it must be shown that the other companies in the group or the parent company are not infringers because they did not participate directly or indirectly in the infraction.
Moving on to the analysis of art. 33 of the New Competition Law (Law No. 12.529/11), it is possible to infer that the legislator, with the new wording given to the norm, opened space for an extensive interpretation, to consider solidarity in a broad way, so that the consequences of this solidarity could be imposed on other business companies that integrate the same corporate group. Such an interpretation must be viewed cum grano salis (“with a grain of salt”) considering that the punishment of an administrative infraction cannot be disconnected from the censurability of the conduct.
Thus, with respect to joint and several liability for an antitrust infringement, it requires that the parent company, or any other member of the economic group, have participated in the conduct or that it exercised control or dominant/relevant influence over the offending company.
In any case, CADE’s jurisprudence has settled in the direction of ample liability from the part of the controlling/parent company[7].
- Shared, joint or common control and relevant influence pursuant to CADE Resolution 02/2012 and CADE jurisprudence:
The concepts of “antitrust control”, “shared or common antitrust control” and “determinant influence on relevant market matters” depend on what is meant, for instance, by “relevant influence” or “relevant market matters”; as “control” or “common control” are concepts well established.
Some of the shareholders’ rights have already been declared in decisions issued by CADE as generating ‘determinant influence on materially relevant matters’, such as: (i) veto over merger, incorporation, spin-off or transformation options; (ii) appointment of a member of the Board of Directors; or (iii) investments by the company in activities other than those provided for in its corporate purpose or in amounts greater than the amount predefined in the business plan or in the shareholders’ agreement.
The relevant influence can be conceptualized, albeit in a simplified manner, as “the possibility of an economic agent to make use of a minority shareholding, or even a simple contractual relationship, to intervene in the decision process of the target company of investments, thus affecting its actions and business strategies” (Concentration Case No. 08012.009529/2010-41)[8].
Upon analyzing the issue, CADE understood that:
“The crux of the matter is determining the scope of expression ‘group of companies’ referred to in the Competition Law. As is well known, the concepts and norms of corporate law do not always coincide with those of antitrust law. In corporate law, the law is aimed at protecting the interests of minority shareholders and creditors and the decision-making power is seen as that capable of controlling the fate of the activity’s results (equity). As for competition law, the law is aimed at competitors and consumers, and, as for decision-making power, it is more important to determine who can control or influence market-relevant decisions, such as pricing, economic strategies, etc.”[9]
Thus, the antitrust analysis presupposes not only the examination of corporate forms, but the economic reality also. This leads to the notion of relevant influence. There is a ‘relevant (or significant) influence’ from a competitive point of view, whenever, from the union of decision-making centers in specific and strategic areas, it is possible to assume a cooperative behavior between/amongst companies, which does not assume ownership of most of the voting shares[10].
The concern about the existence or not of “relevant influence” was also directly related to the identification of the companies that are part of the same economic group at the time of the analysis, among others, of the Concentration Cases Nos.: 08012.000476/2009-60[11]; 08012.008415/2009-41[12] and 53500.012487/2O07[13].
Upon regulation of the provisions of item II of article 90 of Law No. 12,529/2011 (Competition Law), CADE Resolution No. 02/2012 established objective criteria related to the mandatory notification of transactions to the Brazilian Competition System (SBDC). The antitrust authority, with a view to ensuring greater efficiency in the analysis of acts of concentration that could result in greater competition concerns, ended up establishing, in an objective manner, minimum criteria for a given concentration act to be considered as of mandatory notification.
Indeed, by establishing, as a mandatory notification criterion, the acquisition of control resulting from the operation, item 1 of article 9 of Resolution No. 02/2012 must be interpreted in the technical sense of the expression, contained in articles 116 and 243, paragraph 2, of Law 6,404/76 (Corporate Law). In this case, the norm refers to the acquisition of shareholding control, either in isolation or in a shared manner.
At this point, it is worth noting that the concept of relevant influence is associated precisely with cases where there is no power to control. Both comprise expressions that, although not confused, are part of the concept of “active equity interests”.
A partner has the power to control a company when she/he/it holds rights that ensure her/his/its preponderance in the company’s decisions. If the partner cannot individually control the company’s decisions, but can, for example, veto or prevent other partners from doing so, her/his/its agreement being necessary to guide the company’s behavior, it is said that this partner enjoys the power of shared control. Although the controlling power normally concerns the shareholder holding more than 50% capital, it is possible, in certain cases, for minority shareholders to control a company.
There are cases, however, in which one or more partners do not have the power to control, alone or jointly, the behavior of a company; but they are able, even so, to exert a relevant influence on the company’s decisions, even if they only hold minority shares.
As seen, under Article 4 of CADE Resolution 02/2012:
Art. 4 It is understood as parties to the operation the entities directly involved in the legal business being notified and the respective economic groups.
§ 1 – It is considered an economic group, for purposes of calculating the billings contained in art. 88 of Law 12,529/11, cumulatively:
I – companies that are under common control, internal or external; and
II – companies in which any of the companies in item I holds, directly or indirectly, at least 20% (twenty percent) of the share capital or voting capital.
In the Rhodia/Granbio Concentration Act (Concentration Act No. 08700.008623/2013-78)[14], one company had a 20.6% stake in the other’s capital and was therefore considered part of the same economic group, even tough, due to a lawsuit, it could not fully exercise its social rights in the invested company.
This solution was given in line with CADE’s Resolution No. 2/2012, which characterizes unitary management by the simple participation of 20% or more in the company’s total share capital.
In the Agriport/Blue Ocean Concentration Act (Concentration Act No. 08700.002786/2015-17)[15], Cade considered a company that held 50% of shares of another as the same economic group. For the characterization of control, according to the rules of corporate law (Law 6,404/76), considering only the shareholding, 50% of the shares, plus at least one, would be required.
Even so, CADE’s understanding is in line with Resolution No. 2/2012, and it is plausible to assume that there is a unitary or common direction in the presence of a 50% shareholding or superior.
In the PricewaterhouseCoopers/PwC Strategy Concentration Act (Concentration Act No. 08700.006238/2015-58)[16], despite the lack of equity interest between the parties, external control (which already is provided for in CADE’s Resolution 02/2012) was sufficient to characterize a single economic group. Such external control was characterized because, despite the independence of the parties, there was an economic unit among the entities of the PwC Network, through which its entities could avail themselves of the resources and methodologies of the PwC Network.
In addition, the information presented by the parties suggested dependence, in relation to the development of the business, between the member company of the PwC Network and the internal bodies established by PwCIL, it being mandatory that each member company complied with the standards and policies established within the network, with a system for monitoring compliance with these obligations by the “Leadership Team”.
There was even a need for approval by the “Leadership Team” of certain acts individually performed by member firms, such as structural changes or decisions that could impact the performance, quality, economic interests, or reputation of the local business and, therefore, also of the Network. Adherence to and compliance with the norms, policies and standards established by the PwC Network were monitored and imposed/executed in a centralized manner, strengthening the argument of interdependence. In this context, the PwC Network was understood by CADE as a single economic group.
CADE Resolution 17/2016 regulates the notification of associative contracts referred to in item IV of article 90 of Law 12,529/2011 (“two or more companies enter an associative contract, consortium, or joint venture). Article 2 of the resolution provides that:
“Art. 2 – Any contracts with a duration equal to or greater than 2 (two) years that establish a common enterprise for the exploration of economic activity are considered as associations, provided that, cumulatively:
I – the contract establishes the sharing of risks and results of the economic activity that constitutes its object; and
II – the contracting parties are competitors in the relevant market object of the contract”.
And Art. 4 stipulates that:
“Art. 4 – For the purposes of this Resolution, contracting parties are those directly involved in the notified legal transaction and the respective economic groups, as defined in Article 4 of Resolution No. 2/2012”.
In another case of formation of a joint venture reviewed by CADE (Act of Concentration No. 08700.006723/2015-2)[17], the economic groups of media SBT, Record and RedeTV! notified the formation of “Newco”, to act together in the “transmission of content/programming of open TV for conditional access service providers”. The share capital of each company would be divided equally, with a 33% share for each.
The rapporteur of the case at CADE voted to reject the operation. CADE’s final decision, however, was to approve the joint venture with restrictions, by signing an Agreement on Control of Concentrations (Acordo em Controle de Concentrações – ACC). An excerpt of the decision was very enlightening about CADE’s perspective on joint ventures:
“Joint ventures are a special type of arrangement whose characteristics are usually seen as neutral or beneficial to the competitive environment. A good translation of the term joint venture points to the meaning ‘enterprise with shared risks or responsibilities’. For competitive purposes, classic joint ventures are those whose mission is to serve as an exploratory vehicle for creating companies in unknown markets, whether this is lack of knowledge of a geographic or thematic market”.
In these cases, the most common formations of joint ventures are related to innovation, services, differentiated products or capital-intensive industries. As in the classic modality this type of company is always a means of entry into markets not related horizontally or vertically. CADE Resolution No. 2/2012 provides that the assessment of competition impacts takes place in a simplified procedure and summarily tending to approval without restrictions.
However, companies that deviate from this model may require a detailed antitrust assessment. The most common competitive risks associated with non-classical joint ventures are those relating to limitations on independent business decisions, shared control of important productive assets, facilitating the exchange of competitively sensitive information, incentives to reduce competition in markets other than the joint venture’s and other elements that indicate an increased risk of tacit or explicit collusion.
CADE Resolution 02/2012 itself defines a classic joint venture as “the creation of a company to explore another market”; and a concentrationist joint venture as “the creation of a company to explore a market already explored by the associated companies”[18].
In fact, comparative law goes along the same lines, in relation to common or shared control. Article 3 of the European Union’s Merger Control Regulation (EU Regulation 139/2004) defines a concentration when there is a lasting change of control, through merger, acquisition or creation of a joint venture that performs all the functions of an autonomous economic entity.
In Opinion No. 394/2012/AGY/PGF/PFECADE, in the Concentration Act No. 08700.008736/2012-92[19], CADE’s legal body (ProCADE), when expressing its opinion on “associative contracts”, wrote that “there is no legal definition of what may arise to be ‘associative contracts’”. The doctrine conceptualizes them as legal transactions through which two or more companies, without forming a formal consortium, join to carry out an agreed undertaking. They do not lose the autonomy of the decision-making centers, but have their freedom limited, insofar as they are linked to the achievement of the common effort.
Thus, the delimitation of a legal transaction subsumable to the control of the Brazilian antitrust authority was established, insofar as it presents the following characteristics: it is about the establishment of a relationship between companies that, nevertheless, can maintain their legal and economic autonomy, they will jointly develop an activity, with technical (know-how) and structural complementation, in addition to exclusivity, preventing them from providing individual third parties with services similar to those that are the object of the partnership.
With a joint venture, it is unmistakable that a new business power center is created, either through a control that will be shared among the contracting parties, or through a control that will be exercised by only one of the contracting parties. That is why it is impossible not to associate joint ventures with the so-called “acts of business concentration”, since they nullify the competitive relationships between the contracting parties, regarding the joint venture, and may, therefore, be considered alternatives to the operations of corporate interpenetration, such as merger, acquisition, and incorporation[20].
On the other hand, the fact that the joint ventures admit the control of one of the contracting parties over the others, at least about the objectives of the joint venture, shows that such contracts can be seen as substitutes even for the business groups, insofar as that enables domination through contractual ties. From this angle, joint ventures could even be considered as instruments that generate partial external control, which is projected, a priori, in the exercise of enterprise, but which can be extended to other activities.
Joint ventures would be modalities of concentration by coordination or cooperation, alternatives to the usual forms of acquisition of controlling power or dominant influence over a company, or even the constitution of a fully controlled company[21]. For this reason, joint ventures have replaced acquisitions of companies or control, which has raised the yellow flag of competition authorities around the world.
By enabling the constitution of a new decision-making center or business control – effectively shared by the contracting parties or exercised only by one of them – it is unequivocal that joint ventures present themselves as new market structures, a circumstance that poses challenges in determining the liability regime of the contractors.
In joint venture contracts, the participating companies maintain their economic and financial independence, do not internally restructure their management or control power, and do not necessarily acquire assets, and if they do, this is merely instrumental. However, the communion of purposes and business risk, as well as the creation of a new specific control, certainly need to have repercussions in the responsibility regime of the contractors for the exercise of the joint venture.
The fundamental question that arises from joint venture contracts is precisely that of knowing to what extent the contractors simultaneously securitize the same business power and to what extent such circumstances allow them to be considered, together, as a single entrepreneur, including for the purposes of different liability regimes.
International joint ventures, therefore, and national joint ventures also cannot be allowed to conveniently deviate, by contractual provisions, imperative rules that seek to impute due responsibilities to those who jointly control or manage the enterprise[22].
Therefore, under CADE’s current legislation and jurisprudence, a joint venture (common or shared control) makes both shareholders liable for its acts and activities, in a competition or antitrust perspective, as they supposedly participated in the decisions of the joint venture, or, at least, did not take any action to opposed them.
[1] Law No. 12.529/11. Art. 90. “For the purposes of art. 88 of this Law, a concentration act is performed when:
I – 2 (two) or more previously independent companies merge;
II – 1 (one) or more companies acquire, directly or indirectly, through the purchase or exchange of shares, quotas, bonds or securities convertible into shares, or assets, tangible or intangible, by contract or by any other means or form, the control or parts of one or other companies;
III – 1 (one) or more companies incorporate another or other companies; or
IV – 2 (two) or more companies enter an associative contract, consortium, or joint venture.
[2] Requerimento n° 08700.005448/2010-14. Available at: https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_documento_consulta_externa.php?xgSJHD3TI7Rh0CrGYtJb0A1Onc6JnUmZgGFW0zP7uM-5q5sluy4XLqIdIJ5FuY3uZihVC6NaEsxcrTN7MNh0aoQdm4yejpT0EYXy5uoQhvSzaQix8jV1OcVSHZoOKsMl. Access: 26/05/2021.
[3] Requerimento No. 08700.005448/2010-14. Vote by the Reporting Member. December 14, 2011. Available at: https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_documento_consulta_externa.php?xgSJHD3TI7Rh0CrGYtJb0A1Onc6JnUmZgGFW0zP7uM-5q5sluy4XLqIdIJ5FuY3uZihVC6NaEsxcrTN7MNh0aoQdm4yejpT0EYXy5uoQhvSzaQix8jV1OcVSHZoOKsMl. Access on 25/05/2021.
[4] Art. 265. “Solidarity is not presumed; results from the law or the will of the parties”.
[5] The Eli Lilly case (CADE. ADMINISTRATIVE PROCESS No. 08012.011508/2007-91. Judged on 7/14/2015. Available at:
YtJb0A1Onc6JnUmZgGFW0zP7uM98EZn6wPgAA4S5qa8PY3kHZNkkhQsXqyoBEKEQO53fIqG5lav2fhcDbqzn7pI9D98IPIhFtEItq5ZxbeSnq9. Accessed on 12 May 2021. In the passive pole there was the parent company, headquartered abroad, and the Brazilian subsidiary. The billing for calculating the fine was that of the Brazilian subsidiary, but the obligation to pay was jointly and severally. This system was followed by two other cases: (i) CADE. ADMINISTRATIVE PROCESS No. 08012.008821/2008-22. Judged on 1/20/2016. Available at:
<https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_documento_consulta_externa.php?DZ2uWeaYicbuRZE
FhBt-n3BfPLlu9u7akQAh8mpB9yPQrNhNlQY1fJWMVS2OgIW3joeZbU0Nyma6gJX3oKI8AbgwPSHL7nptANhIYGfzV1BRCCjgS16VBHYZZV3A0ky>. Accessed on 12 May 2021: and (ii)ADMINISTRATIVE PROCESS No. 08012.003321/2004-71. Judged on 4/13/2016. Available at: <https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_documento_consulta_externa.php?DZ2uWeaYicbuRZE
FhBt-n3BfPLlu9u7akQAh8mpB9yNdsW2szLmPzaXSbOlv8Eu85-VyfcNecQlKh2GPZAIEthww9_x4-
HZRaRwJ5Km1tCo6ISylgWEZvr84CRRJ7nq->. Accessed on 12 May 2021).
[6] Superior Court of Justice (STJ) – 3a Turma – Recurso Ordinário em Mandado de Segurança (Ordinary Appeal in Writ of Mandamus) No. 12,872. Rapporteur: Nancy Andrighi. Judged on 24.06.2002. Available at: https://processo.stj.jus.br/processo/revista/documento/mediado/?componente=ATC&sequencial=470151&num_registro=200100100791&data=20021216&tipo=51&formato=PDF. Accessed on May 26, 2021.
[7] Processo Administrativo No. 08012.004617/2013-41. Available at: https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_processo_exibir.php?2pXoYgv29q86Rn-fAe4ZUaXIR3v7-gVxEWL1JeB-RtUgqOwvr6Zlwydl0IhRNSr2Q22lByVKByYDYwsa13_Jxv_TD0gMz5Bnf9DkLxr-asuqhGSyxpB7jiO8aqnx0vHf.Accessed on May 26 2021; Processo Administrativo No. 08012005324/2012-59. Available at: https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_processo_exibir.php?5LK2OPcLJR_ipmIIdOEcWJwPucpbCJDecPgMLlCe73jB508ahT9wUzaXUnjAZUJ4XW1xtu1H5kGUyGvypRMajWMjZBqZ7tkJ5OpHVeIxfwpnSYvFw1IVXU02fZRvCSdL. Accessed on May 26, 2021; and Processo Administrativo No. 08700.009029.2015-66. Available at: https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_processo_exibir.php?0c62g277GvPsZDAxAO1tMiVcL9FcFMR5UuJ6rLqPEJuTUu08mg6wxLt0JzWxCor9mNcMYP8UAjTVP9dxRfPBcZNF6wRFQVq4JQpS_exAbBBVAdTW2UzM8ZeHpAvJHclU. Accessed on May 26, 2021.
[8] Available at: https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_documento_consulta_externa.php?xgSJHD3TI7Rh0CrGYtJb0A1Onc6JnUmZgGFW0zP7uM-54cKv3whfMyMJyxgUnW4_2eumIfm7hbrs9CEY–1UylQfGJWMQ2fOH-G1JHthe3UCl6fqdq1HQ_z2d7PSUCJw. Access on Jnue 22nd, 2020.
[9] Concentration Case No. 08012.010293/2004-48. Available at: https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_processo_exibir.php?0c62g277GvPsZDAxAO1tMiVcL9FcFMR5UuJ6rLqPEJuTUu08mg6wxLt0JzWxCor9mNcMYP8UAjTVP9dxRfPBccvBeUlKC18QR5HMh2pJ91JUNIbpbzpnnTqD9moOO3IZ. Access on June 22nd, 2020.
[10] Idem.
[11] Available at: https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_documento_consulta_externa.php?DZ2uWeaYicbuRZEFhBt-n3BfPLlu9u7akQAh8mpB9yNNVQCTjpm7C367U-YYlYREK7bR1fRX6XGMZtrWUXZrJdjaC31raOYeQ4PM8cAeBei3qytqjJiPIQT6bi_egZ8V. Access on June 22nd, 2021.
[12] Available at: https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_documento_consulta_externa.php?xgSJHD3TI7Rh0CrGYtJb0A1Onc6JnUmZgGFW0zP7uM84PNCjAYZ9QiJRTulTuAHgOaF9Lv2OoPGZblinFWjyhJ1iamkGSGaMQAzhavT6YvDXQe3C_lV-goLimYGYPCNW. Access on June 22nd, 2021.
[13] Available at: https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_processo_exibir.php?KOXi3eEqJC73dCc3G_MH5w73G76ivtXYDDG65Jr7vK4fhNNdRnnFDgAfJTIfRn8_ywCudV1gCNGrQiNgXFAcnUagM9Igy-8yamlycudxqG4KFbNWdRjNNLT7fGIBzaMp. Access on June 22nd, 2021.
[14] Available at: https://sei.cade.gov.br/sei/modulos/pesquisa/md_pesq_processo_exibir.php?0c62g277GvPsZDAxAO1tMiVcL9FcFMR5UuJ6rLqPEJuTUu08mg6wxLt0JzWxCor9mNcMYP8UAjTVP9dxRfPBcYJLJ6_IMCO8aWl4r1pWTuUkoYV1lIlDbfeDxBKOYx0v. Access on June 23, 2021.
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[18] Annex II (Phase III) of CADE Resolution 02/2012. Available at: https://cdn.cade.gov.br/Portal/centrais-de-conteudo/publicacoes/normas-e-legislacao/resolucoes/Resolu%C3%A7%C3%A3o%202_2012%20-%20An%C3%A1lise%20Atos%20Concentra%C3%A7%C3%A3o.pdf. Access on: June 28th, 2021.
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[20] PIRONON, Valerie. Les joint ventures: Contribution à l’étude juridique d’un instrument de coopération internationale. Paris: Dalloz, 2004, p. 3.
[21] ASTOLFI, Andrea. El contracto international de joint venture. 1 ed. Buenos Aires: Depalma, 1986. Cuadernos de la Revista del derecho comercial y de las obligaciones; v. 2.
[22] PIRONON, Valerie. Op. Cit., p. 12-17.