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Soft law > Mergers

Guideline for the Analysis of Previous Consummation of Merger Transactions

Brazilian Administrative Council for Economic Defense – CADE, Guidelines, 2016

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The purpose of the document is to establish parameters to be used as reference for companies in their negotiations and evaluations of merger transactions, in order to avoid gun jumping – term that means the consummation of the transaction without a previous authorization by the antitrust agency. The Guideline is divided in three sections. The first section defines gun jumping and the actions which can lead to it. The second section sets forth specific procedures that companies should adopt to minimize the risks of this practice, such as clean teams and parlor rooms. The third section is about the penalties that can be applied to the parties in case of noncompliance with the established rules.