Brazil Catches the Acqui-Hire Wave
The global antitrust wave over Big Tech’s artificial intelligence deals has reached Brazil. The question is whether Brazil’s competition authority is paddling into a real breaker—or mistaking regulatory chop for a swell.
Last month, Brazil’s antitrust authority, the Administrative Council for Economic Defense (CADE), entered that debate. It issued part of its long-awaited decisions on a batch of AI partnership agreements and “acqui-hire” deals between Big Tech firms and AI startups. The practical result was modest. The doctrinal signal was not.
CADE dismissed three cases: NVIDIA/Run, Microsoft/Mistral, and Google/Character.AI. It ordered ex post notification in one case, Microsoft/Inflection, and opened two new administrative proceedings involving Google/Windsurf and Google/Hume AI. One final case, Amazon/Anthropic, had been scheduled for decision at the same May Tribunal session, but Commissioner-Rapporteur José Levi Mello do Amaral Júnior withdrew it from the agenda, citing “notorious facts” that warranted further investigation.
The headline result was prudent. Three cases escaped formal notification, and the one that did not—Microsoft/Inflection—had already been cleared on the merits by the United Kingdom’s Competition and Markets Authority (CMA). But beneath that restrained bottom line, the Tribunal opened two doctrinal doors that deserve careful scrutiny.
The first is substantive. CADE held that “reverse acqui-hires”—bundles of nonexclusive licensing, key-team hiring, and substantial payments—can qualify as “concentration acts” under Article 90, II of Brazil’s Competition Law, even when no shares or direct assets change hands. In plain English, CADE signaled that a deal need not look like a conventional merger to be treated like one.
The second is procedural. CADE invoked its “call-in” power under Article 88, §7º to require ex post notification of a below-threshold deal, even though the agency still lacks clear, predictable criteria for when it will exercise that exceptional authority.
Both moves echo the July 2024 joint statement by the U.S. Justice Department (DOJ), Federal Trade Commission (FTC), European Commission, and the CMA on competition in generative-AI foundation models and AI products. CADE has, in effect, decided to surf the same wave.
This post explains how it got there. It starts with the basics of Brazil’s merger-notification regime, then examines how the Tribunal characterized “acqui-hire” and “reverse acqui-hire” arrangements as “concentration acts.” It then asks what distinguished Microsoft/Inflection from Google/Character.AI on the “call-in” question, summarizes the outcome of each case, and closes with a substantive critique of the killer-acquisition theory CADE has imported.
The question, in the end, is whether Brazil’s Competition Law has the doctrinal board to ride that wave safely.