Brazil Stock Guide – Brazil’s antitrust authority CADE has fined Companhia Siderúrgica Nacional (B3: CSNA3) R$128.07 million (US$22.6 million) following a binding order from the Federal Regional Court of the 6th Region (TRF6). The ruling concerns CSN’s long-disputed shareholding in Usiminas (B3: USIM5), and marks one of the most consequential interventions in the history of Brazil’s competition watchdog.
The decision was reached during CADE’s 256th Ordinary Trial Session on October 22, after the Minas Gerais court compelled the agency to quantify and apply the contractual fine linked to CSN’s 2014 commitment to divest from Usiminas. The order carried an explicit warning: failure to comply could trigger criminal and administrative liability for CADE’s commissioners. The final amount, updated by the Selic benchmark rate since August 1, 2024, will be transferred to Brazil’s Treasury.
From a corporate rivalry to a judicial mandate
The case stems from CADE’s 2014 decision requiring CSN to sell any Usiminas shares exceeding 5% of the voting capital within five years, under a Performance Commitment Agreement (TCD). When that deadline expired in 2019, the regulator opted to remove the time limit—a move that reignited the legal battle and led to years of appeals in Minas Gerais courts.
In the 2025 session, CADE acknowledged that CSN ultimately complied with the divestment obligation, reducing its stake to 4.99% of voting shares. The tribunal also confirmed the independence of the acquiring funds, Globo Investimentos S.A. and Zorra Cruz FIM Crédito Privado, which purchased the holdings through financial-market operations. Despite compliance with the divestment clause, the federal court ordered CADE to enforce the monetary penalty set out in the original agreement.
“A truly unprecedented situation”
During the October 22 session, CADE commissioners repeatedly described the case as “unprecedented” in the agency’s 60-year history. For the first time, the tribunal deliberated under a judicially binding order, with no margin for discretionary interpretation.
Commissioner Rodrigo Thompson, presenting a joint vote with Victor Fernandes, Camila Cabral, and Luiz Levy, noted that the TRF6 ruling “converted CADE’s administrative action into a mere exercise of judicial compliance”.
“We are not here to debate the merits or legality of the court’s order,” he said. “Our duty is simply to execute it in full.”
The commissioners emphasized that any deviation from the court’s instructions could be construed as disobedience of a judicial mandate, carrying penalties under Articles 26 and 40 of Brazil’s Criminal Code. The Attorney General’s Office (AGU) had previously advised that the TRF6 decision held executory force, meaning CADE’s only task was to operationalize it.
CADE’s president echoed that understanding, noting that the agency’s deliberation did not reflect a policy choice, but compliance with an external legal command. “This is a singular circumstance in which the tribunal’s autonomy yields to the judiciary,” the president remarked, calling it a “procedural decree imposed from the outside.”
The four-point ruling
After extensive debate, the tribunal issued a four-part decision:
- Acknowledgment of compliance: CSN’s participation was confirmed as reduced to 4.99% of voting capital, satisfying the divestment clause.
- Validation of buyer independence: The tribunal confirmed the autonomy of the acquiring entities, Globo Investimentos and Zorra Cruz funds.
- Application of the fine: By majority (4–2), CADE imposed a R$128.07 million fine, updated by Selic from August 1, 2024.
- Procedural follow-up: The agency’s specialized federal prosecutor’s office was instructed to attach full documentation within three days, ensuring compliance with the judicial directive.
A prior Technical Note No. 27/2025, which found no breach warranting penalties, was declared superseded. The tribunal adopted the commissioners’ joint vote as the new operative decision, nullifying earlier technical analyses. Commissioner Carmo Iota, one of the dissenters, acknowledged the majority’s reasoning but raised concerns about the lack of administrative discretion under judicial compulsion.
In a note, on Oct. 23, CSN said it will take all necessary legal measures once formally notified of the full decision, including appeals against the TRF-6 ruling.