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  • STJ maintains conglomerate companies in anti-corruption lawsuit

    STJ maintains conglomerate companies in anti-corruption lawsuit

    Ruling of the 1st Panel of the STJ

    The Superior Court of Justice (STJ, Brazil’s highest appellate court for non-constitutional matters), through its 1st Panel, issued a relevant decision for corporate groups. The court ordered the maintenance of companies belonging to the same conglomerate in a lawsuit involving the Brazilian Anti-Corruption Law.

    The requirement for evidentiary review

    The core issue of the decision was the inability to dismiss the companies from the proceedings prematurely. According to the 1st Panel’s understanding, it is not possible to exclude the companies from the lawsuit without a prior and detailed analysis of the evidence.

    Impact on corporate governance

    For foreign investors and executives operating in Brazil, the case reinforces the importance of corporate governance and monitoring the operations of all entities that make up an economic group. The decision indicates that courts exercise caution before dismissing companies belonging to the same conglomerate in anti-corruption investigations, requiring the evidentiary phase to determine the situation of each member.

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

  • CARF rules against concurrent application of tax penalties

    CARF rules against concurrent application of tax penalties

    The Administrative Council of Tax Appeals (CARF — Brazil’s federal administrative tax court) has issued a significant decision regarding tax enforcement. With its full bench, the tribunal reviewed the simultaneous application of penalties to taxpayers.

    Shift in precedent and vote count

    The collegiate body decided against the concurrent imposition of isolated penalties (multa isolada) and ex officio penalties (multa de ofício). The outcome was decided by a 9-to-1 vote. This judgment marks a shift in understanding within the administrative tribunal.

    Impact on the tax landscape

    The decision strengthens the argument against the simultaneous assessment of these tax penalties. The fact that the ruling was handed down by the full bench lends substantial weight to this position, impacting the legal assessment of tax deficiency notices.

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

  • ANPD Examines First Major Case Involving Brazil’s ‘Digital ECA’

    The National Data Protection Authority (ANPD, Brazil’s data protection regulator) is facing its first major case involving the protection of children and adolescents online, within the framework referred to by authorities as the “Digital ECA” (Digital Child and Adolescent Statute).

    Scrutiny over digital platforms

    The Brazilian executive branch is currently focusing its attention on the Discord platform. The scrutiny began after police identified suspects accused of inducing a 13-year-old girl to her death during a livestream on the service.

    This episode marks a milestone in how authorities approach child safety across digital channels. ANPD’s intervention indicates that incidents occurring on communication and video streaming platforms are subject to close regulatory oversight regarding the protection of underage users.

    Impacts on digital governance

    The case highlights the intersection between digital platform operations and legal duties concerning child protection. For technology companies, executives, and foreign investors operating in the Brazilian market, this landscape underscores the necessity of monitoring policies within virtual environments.

    Regulatory attention to the issue suggests that compliance with child and adolescent protection standards will serve as a central factor in assessing the governance of digital services in the country.

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

  • Casas Bahia Files for Judicial Restructuring: R$ 17.3 Billion Debt

    Casas Bahia Files for Judicial Restructuring: R$ 17.3 Billion Debt

    Retailer Casas Bahia has filed for judicial restructuring due to debts totaling R$ 17.3 billion. The move comes two years after the company requested an out-of-court restructuring, marking a renewed effort to stabilize its operations.

    Transition Between Restructuring Models

    Out-of-court restructuring — a preliminary mechanism to renegotiate debts directly with creditors — was the first alternative sought by the company. However, faced with the need for a broader reorganization, the retailer has now opted for judicial restructuring. This model is a formal court-supervised process that allows the company to renegotiate its liabilities in a structured manner while maintaining its business operations.

    The Goal of the Turnaround

    The petition involving R$ 17.3 billion reflects the complexity of the company’s financial situation. Transitioning to court-supervised restructuring indicates a search for a protected legal framework to organize payments to creditors and ensure business continuity, preserving the company’s position in the retail market.

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

  • STF Rules Against Calculating IPTU Tax Rates Based on Property Area

    The STF (Brazil’s Supreme Federal Court) has issued a significant decision for the real estate sector and municipal taxation in Brazil. The Court established that municipalities cannot calculate the tax rate for the IPTU (Urban Property Tax) based on the area of the property.

    The Property Area Criterion

    The IPTU is a municipal tax levied annually on urban property owners. The STF decision focuses specifically on how the tax rate — the percentage applied to the tax assessment basis to determine the final tax amount — is set by local city administrations.

    According to the Court’s ruling, the physical size of the property is not a valid criterion for defining the IPTU tax rate. This limitation prevents municipal governments from using square footage as a justification to apply differing tax percentage brackets to taxpayers.

    Impacts of the Decision

    The STF ruling provides clearer boundaries regarding the limits of municipal taxation authority when levying property taxes. For investors, real estate companies, and owners of large land parcels, the decision establishes an important safeguard against tax assessments based exclusively on the physical extent of real estate developments.

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

  • Tax Reform: Attention to Intercompany Pricing

    Tax Reform: Attention to Intercompany Pricing

    The current Brazilian tax reform brings important points of attention for companies, particularly regarding intercompany pricing. The topic, recently highlighted by the legal news portal Consultor Jur%C3%ADdico, requires careful monitoring by foreign investors and corporate groups operating in Brazil.

    What is intercompany pricing?

    Intercompany prices refer to the amounts charged in commercial or financial transactions between entities belonging to the same economic group. For foreign investors and multinational corporations, establishing these prices is standard practice in the transfer of goods, services, or rights between headquarters and their branches or subsidiaries.

    Key Considerations under the Tax Reform

    With the changes proposed by the tax reform, the assessment and collection dynamics of taxes in Brazil will undergo a significant transition. In this scenario, the prices applied in related-party transactions become a central focus.

    Companies will need to observe how the new guidelines of the tax system impact their internal pricing policies. The main goal of this monitoring is to ensure operations remain compliant with Brazilian tax requirements, preventing operational inconsistencies during and after the transition period of the new rules.

    Corporate Monitoring

    For executives and financial managers, ongoing monitoring of legislative updates is recommended. Adapting intercompany pricing policies to the new tax reality will be a key step in maintaining tax compliance across both international and domestic corporate operations.

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

  • Tax Reform: The Corporate Adaptation Schedule Through 2027

    Tax Reform: The Corporate Adaptation Schedule Through 2027

    The enactment of Brazil’s Tax Reform, promulgated via Constitutional Amendment 132 in December 2023, established a new framework for consumption taxes in Brazil. With the creation of the Goods and Services Tax (IBS), the Contribution on Goods and Services (CBS), and the Selective Tax, Brazilian companies and foreign investors with operations in the country must prepare for a significant operational transition. Although current taxes will only be fully phased out in 2033, 2026 and 2027 mark the start of the practical implementation of the new system.

    The Adaptation Timeline for Tax Invoices

    One of the first direct impacts on corporate routines will be the adaptation of electronic invoicing systems. The Receita Federal (Brazil’s Federal Revenue Service) and the CGIBS (the Management Committee of the IBS) have outlined a phased schedule to adapt electronic tax documents to the new calculation and reporting rules. Companies should verify the availability of necessary updates with their technology providers and accounting teams.

    The main deadlines established for the adaptation of tax documents are:

    • August 3, 2026: Start of adaptation for NF-e, NFC-e, CT-e, CT-e OS, MDF-e, GTV-e, NF3e, and NFS-e Via.
    • October 1, 2026: Deadline for NFCom and most services documented via NFS-e.
    • December 1, 2026: Start for NFGas, NFAg, specific passenger transport documents, and specific NFS-e cases.
    • January 1, 2027: Deadline for companies under the Simples Nacional regime and for the Single Import Declaration (Duimp).
    • January 4, 2027: Start of mandatory adaptation for Individual Microentrepreneurs (MEI).

    Rules and Deadlines for the Simples Nacional Regime

    Companies enrolled in Simples Nacional (Brazil’s simplified tax regime for small businesses) will face specific rules during the transition. For 2027, these businesses may choose whether to pay IBS and CBS within the simplified regime or through the regular tax calculation regime.

    Opting for the regular regime requires strict attention to deadlines: the election must be formalized between September 1 and September 30, 2026, valid for the first half of 2027. This same September 2026 window applies to companies not currently in Simples Nacional that plan to join the regime the following year. Notably, this option does not apply to Individual Microentrepreneurs (MEI).

    The Tax Transition: From 2026 to 2033

    The Tax Reform timeline provides for a gradual replacement of existing taxes to prevent abrupt shocks to the economy and revenue collection. The transition process will follow these main phases:

    • 2026: Initial implementation of a single trial rate of 1% (0.9% for CBS and 0.1% for IBS). These amounts will be credited against federal PIS and Cofins contributions.
    • 2027: The reform takes full effect with the collection of the new CBS and the definitive elimination of PIS and Cofins. Rates for the federal excise tax (IPI) will also be reduced to zero, except for products manufactured in the Manaus Free Trade Zone.
    • 2029 to 2032: Rates for state ICMS and municipal ISS will gradually decrease, while the IBS rate will increase proportionally.
    • 2033: The new IBS will be fully implemented, finalizing the phase-out of ICMS and ISS.

    Practical Considerations for Companies

    The primary takeaway from the official schedule is that companies should not postpone the adaptation process until January 2027. Compliance requires early planning, including reviewing proprietary or third-party invoicing software and updating accounting and financial enterprise systems.

    Beyond systems, transitioning to IBS and CBS will demand a thorough review of commercial contracts, pricing policies, and profit margins before the new model takes effect. Early coordination with accountants and technical leads is essential to ensure that the calculation and filing of the new taxes comply with the requirements of the Receita Federal and the CGIBS.

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

  • STJ Reviews Seller Retention Limits in Real Estate Contract Terminations

    STJ Reviews Seller Retention Limits in Real Estate Contract Terminations

    The Superior Court of Justice (STJ, Brazil’s high court for non-constitutional federal law) has decided to review and clarify the limits on amounts retained by sellers in real estate contract terminations. The measure directly impacts the real estate development sector, affecting the dynamics of purchase and sale contract terminations.

    The Concept of Contract Termination and Retention

    In the real estate market, contract termination (distrato) occurs when a property purchase and sale agreement is undone before completion. This can happen for various reasons, including buyer withdrawal or the inability to maintain payments.

    When a contract is terminated, the common practice is for the seller to retain a portion of the amounts already paid by the buyer. This retention is intended to cover administrative and operational costs generated by the uncompleted transaction. However, defining the exact amount that may be retained frequently sparks legal debates.

    The Review by the STJ

    The STJ’s recent movement aims to clarify these rules. By analyzing the matter, the superior court seeks to establish clearer parameters regarding the limits of seller retention.

    The absence of well-defined limits can create uncertainty for both real estate development companies and buyers. For companies, clarity on retention percentages is essential for financial planning and structuring new developments. For buyers, the definition prevents the retention of amounts that could be deemed disproportionate.

    Outlook for the Real Estate Development Sector

    The expectation is that the STJ’s analysis will result in guidelines standardizing the understanding of courts across the country. Standardizing these rules is an important step toward increasing legal certainty in the Brazilian real estate market, reducing the volume of litigation involving contract terminations.

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

  • ANPD Suspends Discord Livestreams Over Data Protection Failures

    ANPD Suspends Discord Livestreams Over Data Protection Failures

    The National Data Protection Authority (ANPD, Brazil’s data protection watchdog) has ordered the precautionary suspension of Discord’s livestreaming feature (“Go Live”) in Brazil. The agency granted a three-business-day deadline for compliance, requiring transmissions in private servers to remain suspended until the company proves the adoption of effective measures to protect children and adolescents.

    Grounds for Suspension and Protection of Minors

    The ANPD’s decision is based on evidence that the platform failed to adopt reasonable measures to mitigate risks of minors being exposed to content related to violence, self-harm, and suicide. The regulatory inspection is assessing compliance with the General Data Protection Law (LGPD, Brazil’s data privacy law) and the Child and Adolescent Statute (ECA Digital).

    Scrutiny over Discord intensified after a July incident in which a 13-year-old minor in Naviraí (Mato Grosso do Sul) was induced to commit suicide during a livestream. Investigations by the Civil Police and the Ministry of Justice and Public Security identified the use of the platform for victim recruitment and the dissemination of hate speech.

    Technical Challenges and Platform Response

    According to the ANPD, the technical operation of the service presents challenges for moderation. Discord does not have real-time access to the audiovisual content of livestreams, relying on automated mechanisms and user reports. The company acknowledged failures in its security system during the recent incident: automated moderation requires a score of 0.95 on a risk scale to intervene, but the transmission in question initially received only 0.12.

    In response to the order, Discord asked the ANPD to revoke the measure or extend the deadline by at least 15 business days, arguing it needed time to develop technical solutions to prevent Brazilian users from bypassing restrictions. Concurrently, the company submitted a proposal to government authorities to improve age verification and risk prevention mechanisms.

    Enforcement and Risk of Sanctions

    In addition to the precautionary suspension, the ANPD is conducting a broader administrative proceeding. The points of analysis include:

    • User age verification mechanisms;
    • Prevention of minors contacting harmful content;
    • Effectiveness in taking down unlawful content;
    • Timely notification of violations to competent authorities.

    If irregularities are confirmed, the platform may face administrative sanctions, which include fines of up to R$ 50 million per violation. Data from SaferNet Brasil, cited by the agency, indicates that violation reports involving Discord grew by 54% in the first seven months of the year compared to the same period of the previous year.

    Practical Implications

    The case illustrates the growing rigor of Brazilian authorities in supervising digital platforms, particularly regarding data protection and child safety. Tech and media companies operating in Brazil must continuously review their content moderation policies, age verification mechanisms, and automated intervention tools to ensure compliance with the LGPD and the ECA Digital.

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

  • Limits of the ANPD in Applying the ECA to Digital Platforms

    Limits of the ANPD in Applying the ECA to Digital Platforms

    Recent legal debates have gained prominence with the actions of the ANPD (Brazil’s National Data Protection Authority) in the so-called Discord case. The suspension of live streams on the platform has opened an important discussion that goes far beyond a single company, testing the recent Brazilian regulatory framework aimed at protecting minors on the internet.

    The intersection between data protection and the Digital ECA

    The ECA (Brazil’s Child and Adolescent Statute) establishes strict rules for the protection of this demographic in Brazil. When these rules are applied to the online environment, a concept emerges that experts have called the “Digital ECA”. The novelty in this scenario is the proactive stance of the ANPD, the federal agency responsible for enforcing the LGPD (Brazil’s General Data Protection Law).

    The LGPD has specific and strict guidelines for processing the data of children and adolescents. The law requires that any collection or use of this information always occurs in the best interest of the minor. The current legal debate questions the extent of the ANPD’s authority to impose sanctions or restrictive measures—such as suspending entire platform features—based on the joint interpretation of data legislation and the ECA.

    Impacts on the digital platform market

    The episode serves as an institutional warning for the technology sector, digital media, and foreign investors. The oversight of how platforms operate, moderate content, and process the data of underage users is becoming significantly stricter in Brazil. For technology companies, the case highlights the need to observe protection rules for vulnerable groups with the same attention dedicated to tax or corporate rules.

    • Content moderation: Platforms need effective and auditable mechanisms to identify and mitigate risks to minors.
    • Feature adaptation: Interactive tools, such as live streams and voice chats, can be subject to direct regulatory scrutiny if they pose risks to children’s safety.
    • Transparency and governance: It is essential to maintain clear policies on data processing, with documentation proving the adoption of preventive measures.

    The role of corporate governance in risk mitigation

    For founders, executives, and communications managers, the Brazilian regulatory environment requires a preventive approach. The actions of agencies like the ANPD demonstrate that the Brazilian State is willing to test the limits of its legal prerogatives to ensure digital safety. Companies developing digital products accessible to minors must integrate data protection impact analysis from the service conception phase (privacy by design).

    The discussion on the limits of the ANPD’s actions in applying the Digital ECA is still developing. The technology market and public policymakers are waiting to see how case law and future resolutions from the authority will balance digital innovation with the duty to protect children and adolescents. The scenario reinforces the importance of continuous regulatory mapping for operations in the Brazilian market.

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