CADE dismisses ABRAINC consultation on property acquisition

On 7 October, the Tribunal of the Administrative Council for Economic Defense (CADE) examined the request for guidance submitted by the Associação Brasileira de Incorporadoras Imobiliárias (ABRAINC) concerning whether prior notification to CADE is required for acquisitions of land, buildings, and other real estate intended for development.

Rapporteur, Commissioner José Levi Mello do Amaral Júnior, voted to dismiss the request on the grounds that the association had raised a purely hypothetical question without identifying a specific transaction.

Matters Submitted

ABRAINC asked whether the purchase of land and property by real estate development projects constitutes acquisition of "part of a company" under Article 90, Item 2, of Law 12529/2011 and, consequently, subject to mandatory prior notification to CADE.

The association also claimed that the decision-making of the Office of the Superintendent General of CADE had been inconsistent, creating legal uncertainty and unnecessary regulation costs. It further emphasised that all transactions in the real estate sector reviewed between 2015 and 2025 had been cleared unconditionally.

The company argued that, as a general rule, property acquisitions by real estate should not be subject to notification. Under its statement, notifications would be required only in exceptional circumstances in which regulatory restrictions made the property scarce, irreplaceable, and relevant to competitors' entry to the market.

Ruling

According to the rapporteur, merely meeting the formal requirements set out in Article 3 of CADE Resolution 12/2015, which governs the consultation procedure, is not sufficient for the Tribunal to examine the merits of a request for guidance.

In this vote, he stressed that a combined reading of Articles 1, 2 (Item 1), and 4 (Item 4) of the Resolution shows that it is not intended to establish general or abstract legal propositions disconnected from a particular factual transaction or situation.

Accordingly, because ABRAINC had not identified a specific transaction or a sufficiently defined factual situation that would allow CADE to reach a conclusive

assessment of the request for guidance, the Tribunal decided to dismiss it at the outset pursuant to Article 4, Item 4, of CADE Resolution 12/2015.

Access Case No. 08700.005574/2026-36