insights.freddoa.com

Categoria: English

  • Cade Denies Keeta’s Request Against 99Food Exclusivity Agreements

    Cade (Brazil’s Administrative Council for Economic Defense) denied a request submitted by Keeta against 99Food. The case involves a dispute over exclusivity contracts in the delivery app sector.

    Deepening of the Investigation

    Despite the denial of the initial request, the matter will remain under review by the antitrust authority. The reporting commissioner ordered Cade’s General Superintendence to deepen the investigation into the contracts at issue.

    The measure aims to enable a more detailed assessment of the practices adopted, seeking to understand the impacts of these agreements on the digital platform market.

    Scrutiny on the Tech Sector

    Scrutiny over exclusivity agreements demonstrates ongoing attention to commercial arrangements in the app sector. The proceedings conducted by the General Superintendence will help clarify the principles applied to antitrust analysis in this market segment.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • Illegality of using personal data for real estate prospecting

    Illegality of using personal data for real estate prospecting

    The use of individual information for commercial purposes requires caution and compliance with applicable regulations. A report published by legal news outlet Consultor Jurídico highlights that processing personal data for real estate prospecting is an illegal practice.

    The intersection between data and the real estate sector

    Real estate prospecting consists of actively searching for potential property buyers, sellers, or tenants. Historically, this activity relied on collecting contact details and profile information to target offers. However, the processing of personal data—which encompasses the collection, storage, and use of such information—is subject to strict limits.

    When companies or professionals in the real estate sector use databases to approach individuals without proper legal backing, the practice crosses the line of legality. Classifying this conduct as illegal reinforces the need for transparency and respect for data subjects’ privacy.

    Impact on commercial outreach

    The determination that using personal data for real estate prospecting constitutes an illegality serves as an alert for the market. The sector must structure its marketing and sales campaigns to avoid violating data protection rules. This means customer acquisition must occur through methods that do not rely on the irregular use of personal information.

    Real estate firms, developers, and brokers must evaluate the source of the contact lists they use and their commercial outreach methods, ensuring that their operations do not depend on improper data processing to offer properties.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • FTC and States Sue Amazon Over Hidden Ad Fees

    The US Federal Trade Commission (FTC), together with Attorneys General from 22 US states, has filed a lawsuit against Amazon. The legal action challenges the company’s pricing model in its digital advertising auctions.

    Allegations of Deceptive Practices

    The core of the lawsuit brought by the FTC and the states centers on allegations that Amazon engaged in unfair and deceptive business practices. According to regulators, the company concealed charges within the pricing system of its digital ad auctions.

    The lawsuit alleges that this secret fee scheme resulted in the artificial inflation of prices paid by advertisers. In e-commerce platforms, search auctions (the mechanism where advertisers bid to appear in search results) are crucial for product visibility. The complaint asserts that the lack of transparency in this mechanism harmed participants by covertly raising costs.

    Transparency in Advertising Auctions

    The case reflects growing regulatory scrutiny over transparency across digital platforms. The ad auction model is widely used across the tech sector and requires clear rules so that advertisers can understand the breakdown of charges.

    When platforms operate with opaque pricing mechanisms, advertisers lose the ability to accurately assess the real return on their media investments. The FTC’s initiative indicates that regulatory agencies are willing to closely scrutinize the financial architecture of these advertising systems to ensure a fair business environment.

    Practical Considerations

    For executives, marketing professionals, and technology investors, the action against Amazon serves as a cautionary tale regarding digital platform governance. Companies managing advertising inventory and auction systems must prioritize clarity in their terms of service and in how they communicate their fee structures.

    • Cost Clarity: It is essential that all fees and variables that make up an ad’s final price are understandable to corporate users.
    • Regulatory Compliance: Constantly reviewing pricing practices helps mitigate the risk of investigations into unfair practices.
    • Operational Transparency: Openness strengthens the relationship between the platform and advertisers, ensuring predictability for the business model.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • iFood files complaint with Cade against Keeta for predatory pricing

    iFood files complaint with Cade against Keeta for predatory pricing

    Competition in the delivery market

    The delivery app market in Brazil is subject to new regulatory scrutiny. As reported by legal news portal Migalhas, iFood has filed a complaint with the Administrative Council for Economic Defense (Cade — Brazil’s antitrust authority) against competitor app Keeta. The central accusation involves alleged predatory pricing practices.

    The role of Cade

    Cade is Brazil’s national antitrust authority. Its role is to ensure free competition in the market by investigating and sanctioning conduct that may harm the business environment. When a company identifies potential anticompetitive behavior by a competitor, it may petition the authority to investigate the facts.

    The concept of predatory pricing

    Under antitrust law, predatory pricing occurs when a company sells products or services at artificially low prices, often below operational costs. The purpose of this strategy is to drive competitors out of the market. Once a monopoly or dominant position is secured, the offending company raises prices, ultimately harming end consumers.

    The complaint brought by iFood against Keeta will require Cade to examine market conditions and cost structures to determine whether there is an actual violation of the economic order or merely an aggressive market entry strategy.

    Regulatory perspectives

    This case illustrates the ongoing regulatory attention on the technology and digital platform sector in Brazil. Scrutiny from antitrust authorities is a key consideration for investors and companies operating or planning to enter the Brazilian market, requiring compliance with local competition rules.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • NNN Agreements and Manufacturing Contracts in China: How They Work

    NNN Agreements and Manufacturing Contracts in China: How They Work

    Companies seeking to manufacture custom products in China often face a contractual question when structuring their international operations: is it necessary to execute an NNN Agreement (Non-Disclosure, Non-Use, and Non-Circumvention) or a Manufacturing Contract? In most cross-border operations, the answer is that both are necessary, but applied at different project stages to ensure operational security.

    The role of the NNN Agreement in the evaluation phase

    An NNN Agreement must be put in place before any sensitive information is shared with prospective factories under evaluation. During the selection process for a manufacturer in China, disclosing sufficient data for the factory to assess costs and technical feasibility is inevitable.

    This data may include designs, specifications, prototypes, formulas, or client lists. The NNN Agreement ensures that the factory not only maintains confidentiality (Non-Disclosure), but is also prohibited from using the information for its own benefit (Non-Use) or circumventing the buyer to sell directly to clients (Non-Circumvention).

    The Manufacturing Contract after selecting the factory

    Once the ideal manufacturer is selected, the Manufacturing Contract comes into play. This document must be executed before paying for tooling or molds, sending deposits, or beginning production. It governs critical operational aspects such as quality standards, delivery timelines, ownership of tooling, intellectual property protection, and penalties for non-compliance.

    In some situations, a single contract can fulfill both functions. If the factory has already been selected and a comprehensive Manufacturing Contract can be executed before sensitive data is disclosed, the protective NNN provisions can be integrated into it, making a separate agreement unnecessary. On the other hand, for low-volume purchases of off-the-shelf products where nothing of value is revealed, the required contractual complexity may be lower.

    Properly identifying the Chinese company

    Before drafting any clause, it is essential to identify the correct legal entity to be bound by the contract. Foreign buyers often make the mistake of negotiating with an English-speaking representative, a sourcing agent, or a Hong Kong-based trading company, assuming they are dealing with the actual factory.

    Often, the mainland entity that receives the technical designs and runs the production line is a distinct legal entity and has signed no documents. This creates severe risks, such as holding a contract with one company while another retains the molds and technical files necessary to transfer production elsewhere.

    To avoid this scenario, the mainland company must be identified by its exact registered Chinese name and registration details, including the Unified Social Credit Code. An English name on an invoice, an e-commerce page, or a website does not necessarily identify the operating legal entity.

    The importance of the company chop and the risks of generic templates

    For mainland Chinese counterparties, the verified entity must affix its official seal (company chop) to the contract. It is necessary to confirm that the Chinese name on the chop matches the verified company. This provides the best evidence that the company itself agreed to the terms and eliminates future disputes regarding signatory authority.

    In this context, using contract templates downloaded from the internet carries significant risks. A generic English-language Non-Disclosure Agreement (NDA) may seem adequate, but it often binds the wrong entity, omits essential non-use and non-circumvention protections, and submits disputes to forums with no practical connection to the factory or its assets.

    Practical takeaway

    Structuring industrial operations in China requires technical precision in identifying the counterparty and selecting the appropriate timing for each contractual instrument. The coordinated, sequential use of NNN Agreements and Manufacturing Contracts establishes a solid legal foundation for protecting intangible assets, managing quality control, and ensuring the operational continuity of overseas production.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • ITBI on Capital Contributions Using Real Estate

    The Dynamics of Capital Contribution

    Structuring new businesses or expanding companies in Brazil requires the formation of share capital. This capital represents the resources that partners and investors deliver to the company so it can operate. The delivery of these resources is known in the corporate environment as capital contribution (integralização de capital).

    Although it is common for this transaction to occur through financial transfers, practice allows partners to use physical assets, such as real estate properties, to compose their equity interest in the company. This is a frequent strategy for both local founders and foreign investors allocating assets in the country.

    The Role of ITBI in Real Estate Transfers

    In Brazil, the transfer of real estate ownership between individuals or companies usually triggers the levy of the Municipal Real Estate Transfer Tax (ITBI, Imposto sobre a Transmissão de Bens Imóveis).

    However, capital contribution operations have specific rules. As reported by the legal portal Consultor Jurídico, a clear guideline indicates that ITBI does not apply to the difference in property value during the capital contribution process.

    What Does the Difference in Value Mean?

    In corporate practice, a property may have different values depending on the metric used. There may be the historical acquisition value, the declared value, and the updated market value.

    When the property is transferred to the company, the non-incidence of ITBI on this difference in value provides greater predictability for the operation. This means the tax should not be levied on the margin exceeding the value effectively used for the paid-in quotas or shares of the company.

    Impact for Investors and Founders

    For executives, managers, and investors structuring operations in Brazil, a proper understanding of transaction costs is fundamental. The non-imposition of tax on the difference in value of properties used to form corporate capital directly affects corporate financial planning.

    This guideline offers a clearer scenario for using real estate assets in corporate transactions, avoiding unforeseen costs during the capitalization phase of the business.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • STF Examines Internet Framework Rules and Digital Platform Labor Relations

    STF Examines Internet Framework Rules and Digital Platform Labor Relations

    The Role of the STF in Digital Relations

    The STF (Brazil’s Supreme Federal Court) has begun analyzing central issues for the operation of the digital economy in Brazil. The agenda for the session scheduled for August 27, 2026 highlights two main points: the validity of a specific rule in the Marco Civil da Internet (Brazil’s Civil Rights Framework for the Internet) and the discussion on the employment relationship of workers with digital platforms, a market phenomenon often referred to as “uberization”.

    For technology companies, foreign investors, and executives operating or planning to operate in the Brazilian market, clarifying these issues represents a milestone for legal certainty. Rulings by the country’s highest court guide how platforms must operate, structure their business models, and manage risks in Brazil.

    Marco Civil da Internet: Rules Under Review

    The Marco Civil da Internet is the foundational legislation establishing principles, guarantees, rights, and duties for internet use in Brazilian territory. The STF’s review of the validity of rules under this law has the potential to directly impact how companies manage digital operations and interact with end users.

    The review of rules by the Supreme Court demonstrates an ongoing movement of statutory interpretation facing the new challenges posed by the rapid advance of the digital environment. For executives and communications managers, following this institutional review is an important step toward anticipating potential changes in corporate compliance policies and terms of use for digital services.

    The Debate on “Uberization” and Employment Relationships

    The second major point under review by the STF involves labor relations in the new economy. The court is assessing the conditions and potential existence of an employment relationship between workers and digital platforms.

    The concept of “uberization” refers to the business model based on the agile intermediation of services through apps and online platforms. The legal discussion focuses on determining the nature of this connection: whether the relationship between registered workers and tech companies constitutes a traditional employment relationship with all inherent labor liabilities, or represents an independent, flexible provision of services.

    The STF’s resolution on this matter establishes a regulatory benchmark for the market. Any potential reclassification of these work relationships would require significant operational and financial adaptations for digital platforms operating in the country, affecting long-term strategic planning.

    Impacts on the Business and Investment Environment

    The Supreme Court’s docket reflects the need to adapt legal frameworks to technological innovations and new work models. Rulings involving the Marco Civil da Internet and app-based relationships affect not only the technology companies directly involved, but the entire innovation ecosystem.

    For foreign capital and investment operations in the technology sector, clear rules are a decisive factor. Legal predictability aids in structuring new ventures and expanding existing operations, enabling business leaders to make informed strategic decisions within the Brazilian institutional environment.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • ITBI on the Full Corporate Merger of a Transferring Entity

    ITBI on the Full Corporate Merger of a Transferring Entity

    A recent report published by legal news portal Consultor Jurídico (ConJur) brought to light an issue of significant relevance to the real estate sector and corporate restructuring transactions: the assessment of ITBI (Brazil’s municipal real estate transfer tax).

    According to the publication, a real estate company is not subject to paying ITBI if it has fully absorbed the transferring company. This scenario illustrates how corporate transactions can directly impact the tax obligations of the companies involved.

    What does a full corporate merger mean?

    In the corporate environment, an absorption or merger (incorporação) is an operation in which one company absorbs another. The absorbed entity ceases to exist independently, and all of its rights, obligations, and assets become part of the surviving company.

    In the reported case, the real estate company acts as the absorbing entity. The “transferring company,” in turn, is the one that transfers the assets. When a full corporate merger occurs, the transferring entity’s assets, which may include several properties, are transferred to the real estate company as part of the restructuring process.

    The assessment of ITBI and the nature of the transaction

    ITBI is a municipal tax levied whenever real estate is transferred between individuals or corporate entities. However, the legal nature of this transfer dictates whether the tax applies.

    The report highlights that, when a real estate firm fully absorbs the transferring company, the understanding applied was that no ITBI is due. This occurs because the transfer of real estate is not viewed as a standard commercial purchase and sale, but rather as a natural consequence of uniting the equity and assets of the two companies.

    Impacts on the real estate sector

    For investors, founders, and executives in the real estate sector, understanding this dynamic is essential. M&A transactions and corporate reorganizations involving real estate assets require a careful analysis of the transaction structure.

    The decision to fully absorb a company that holds real estate assets can alter the tax landscape of the operation, differentiating it from a direct acquisition of real estate. Aligning corporate strategies with tax obligations is an essential step for proper governance and business planning.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • AGU Sues Discord Over Alleged Failures in Protecting Minors

    AGU Sues Discord Over Alleged Failures in Protecting Minors

    The Brazilian federal government, through the Office of the Attorney General of Brazil (AGU), filed a lawsuit in Federal Court against the messaging platform Discord. The central claim involves alleged violations of national child protection laws. In the lawsuit, the AGU seeks approximately BRL 500 million in damages.

    The Digital Child and Adolescent Statute

    The alleged violations concern the Digital Child and Adolescent Statute (ECA), legislation enacted in 2025 that amended the original 1990 law to extend and apply specific protections to digital platform environments.

    Under the rule, digital platforms operating in Brazil must implement strict safety and privacy controls by default. In addition, the law requires integrating safety mechanisms directly into platform design, such as:

    • Age verification systems;
    • Parental control tools;
    • Effective content moderation mechanisms.

    Enforcement and oversight fall under the National Data Protection Authority (ANPD). Non-compliance with the rules can lead to fines of BRL 50 million for each violation committed.

    The AGU’s Allegations and Platform Suspension

    The AGU’s complaint outlines ten distinct statutory violations. Among the alleged failures are insufficient age verification controls, the absence of parental monitoring systems, and the omission of content moderation.

    This legal action follows recent administrative measures. The ANPD had already suspended Discord’s operations in Brazil due to these same child safety concerns. According to government authorities, the platform’s suspension remains in effect, independently of the lawsuit brought by the AGU.

    The Attorney General, Jorge Messias, stated that the platform allowed unlawful conduct due to insufficient protection for women, children, and adolescents. He emphasized that the government will act across the country whenever it identifies such unacceptable practices.

    A Global Enforcement Trend

    The Brazilian landscape reflects growing global concern over child safety in digital environments. In July, the European Commission indicated that TikTok failed to meet child safety requirements under the Digital Services Act. In the United States, a recent federal trial involves a coalition of states seeking up to USD 1.4 trillion in penalties against Meta for similar youth safety violations.

    Practical Considerations for Technology Companies

    The case highlights increasing regulatory scrutiny of technology and social media companies in Brazil. Foreign investors and digital platform operators must structure their Brazilian operations in strict compliance with ANPD rules and the Digital Child and Adolescent Statute. Implementing parental controls and age verification tools is not merely good practice, but a statutory requirement whose breach can trigger substantial financial liabilities and operational suspensions.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • STF Resets Vote Count on Taxation of Foreign Subsidiaries

    STF Resets Vote Count on Taxation of Foreign Subsidiaries

    The STF (Brazil’s Supreme Federal Court) has reset the vote count in the trial discussing the constitutionality of taxing profits earned by controlled subsidiaries abroad. The change in the case’s progress occurred after a procedural request by the reporting justice.

    What Prompted the Trial Reset

    The change in the voting process was prompted by a procedural request for a physical trial (pedido de destaque) submitted by Justice André Mendonça, who serves as the reporting justice for the case. Under court rules, this request transfers the trial from the virtual environment to the in-person or videoconference plenary session. As a result of this transfer, previously registered votes are annulled, and the tally restarts from the beginning.

    The Scenario Prior to the Request

    Before Justice Mendonça’s intervention, the trial had already accumulated votes. The leading position was spearheaded by Justice Gilmar Mendes. Mendes’ position holds that taxing the profits of these foreign-controlled entities is constitutional.

    Next Steps

    The STF’s review of this matter is a focal point for corporate groups and multinationals with operations structured outside Brazil. With the vote count reset, the justices will have the opportunity to present and debate their arguments again before forming a new majority. The outcome will define the tax rules applicable to profits earned by foreign subsidiaries.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.