By Brazil Stock Guide – Brazil’s antitrust watchdog Cade has unanimously approved settlement agreements with two major soccer league groups, Libra and Futebol Forte União (FFU), concluding investigations into whether their joint commercial operations amounted to an unnotified merger.
The cases focused on potential “gun jumping,” a term used when companies implement a concentration act before receiving regulatory clearance. Reporting judge Victor Oliveira Fernandes said the market needs clearer competitive compliance if the model is here to stay. “If this is a business that is here to stay, it is necessary to have competitive regularity,” Fernandes said.
Cade’s Superintendence-General opened the probes in 2023 following complaints related to collective negotiations of commercial and broadcast rights for national championships through associations formed by clubs. Regulators identified signs that both Libra and FFU could be structured as joint ventures requiring mandatory notification.
During the investigation, Cade temporarily ordered both groups to halt the admission of new clubs until the authority concluded its review. The measure was intended to preserve the leagues’ structure and ensure the effectiveness of the probe.
Fernandes stated in his vote that the entities were not “leagues” in the traditional sense because they do not organize competitions, but instead formed agreements for joint sales of commercial rights. Libra was initially created with the stated goal of organizing a national competition and monetizing rights, products and services tied to tournaments, including revenue allocation rules. Months after its formation, the group signed a broadcast-rights sale agreement.
Libra currently includes Atlético Mineiro, Flamengo, Clube do Remo, Bahia, Vitória, Ferroviária, Paysandu, Red Bull Bragantino, São Paulo, Palmeiras, Volta Redonda, Guarani and Brusque.
In FFU’s case, Fernandes said the group was designed from the outset to represent clubs in negotiations over “arena rights,” the Brazilian term used for media and broadcast-related rights. He said the structure evolved into a financial model aimed at raising capital through securitization and debt issuance. “In reality, the clubs and the league came to constitute a securitization structure, raising funds through the capital markets, mainly through debenture operations intermediated by investment funds,” Fernandes said.
Among contracts cited as atypical, the reporting judge highlighted a loan taken by Corinthians that was conditioned on the negotiation of arena rights.
FFU’s current members are Botafogo, Chapecoense, Corinthians, Coritiba, Cruzeiro, Fluminense, Internacional, Mirassol and Vasco.
Fernandes argued that negotiating members’ rights constitutes an economic activity even if revenues are passed through to clubs rather than retained by the leagues. “This does not distort the character of the economic activity,” he said. He also rejected the notion that forming an association grants immunity from competition rules. “It cannot be said that there is antitrust immunity just because an association was constituted,” Fernandes said.
Under the agreements, Libra acknowledged an infringement and paid a BRL 559,000 ($112,000) financial contribution. FFU’s settlement was structured to regulate future situations and ensure compliance going forward. Cade said Libra had met the revenue threshold requiring mandatory filing from the start, making the payment necessary.
Both groups will now be required to notify Cade of any future admission of members. FFU said in a statement that the approved agreement recognizes the validity and effectiveness of all contracts signed between clubs and investor partners. Under the terms, FFU committed to formally notify the operation within 60 days and keep regulators informed of future developments.
The group said the settlement avoids fines and replaces a “long litigation process” with commitments aimed at transparency and cooperation. FFU added that the agreement validates the project, secures investments and “establishes an environment of legal certainty and predictability that will allow us to accelerate the transformation that clubs, players and, above all, fans so strongly desire.”