Brazil’s antitrust authority has recommended blocking B3’s acquisition of CRDC, citing serious competition risks in Brazil’s digital receivables market.
Brazil’s antitrust authority has recommended blocking B3’s proposed acquisition of a controlling interest in credit registry CRDC, concluding that the transaction — combined with a parallel commercial partnership involving the Commercial Association of São Paulo (ACSP) — poses significant risks to competition.
In Thursday’s report, the Administrative Council for Economic Defense (CADE) determined that the operation is not a single deal, as notified by the parties, but rather two distinct concentration acts whose combined effects could distort competition at a critical moment for the country’s credit infrastructure.
The first component is the acquisition itself. B3 would purchase 60 percent of CRDC’s voting and total capital, taking control of the company, while ACSP — currently the sole owner — would retain a minority stake. The second component is a wide-ranging agreement covering non-compete obligations, commercial cooperation and joint development of credit solutions.
A central part of the investigatory unit reasoning is that the partnership agreement qualifies as an “associative contract,” a legal category that captures collaborative arrangements involving joint economic activity, shared risks and overlapping competitive positions. CADE concluded that all the criteria are met, including duration, governance coordination and economic integration between the parties.
The Superintendence also determined that the partnership isn't necessary for the acquisition to occur. Even in the absence of the share purchase, the three parties could implement the agreement independently, reinforcing the conclusion that the case involves two reportable transactions rather than one.
The competitive assessment is shaped by recent regulatory changes affecting Brazil’s receivables market. A new framework introduced by Central Bank Resolution 339/2023 establishes the foundations for the mandatory use of fully digital receivables instruments. These instruments represent claims arising from the sale of goods or services on credit, and under the new system they must be issued and recorded through authorized electronic bookkeeping entities.
Under the previous model, financial institutions such as banks and investment funds were effectively the main clients of registries, as they purchased receivables and initiated their registration. Under the new system, companies themselves — the originators of receivables — must select an authorized entity to issue and record their claims. In practical terms, demand shifts from the financial sector to the corporate sector, described as the “real economy”.
CADE’s investigative unit considers this shift decisive. In a market that is only beginning to develop, the ability to reach companies early and secure them as clients becomes a key competitive advantage. Because firms are expected to centralize their receivables activity with a single provider, initial client acquisition may have long-lasting effects. Even though the regulatory framework includes mechanisms for interoperability and portability between providers, the authority concluded that these tools don't eliminate switching costs in practice.
As a result, early customer capture could translate into durable market power and it’s in this context that the B3–CRDC–ACSP arrangement raised concerns. The partnership creates a coordinated structure linking three distinct roles. ACSP, a major business association with extensive links to companies, would act as a distribution and mobilization channel, promoting services and leveraging its network. CRDC would move away from its role as an independent registry and instead focus on originating clients and directing demand. B3, for its part, would supply the financial infrastructure and monetize the resulting flow of transactions.
According to CADE, this design has important structural implications. The acquisition effectively removes CRDC as an independent competitor in several markets, including those for registering receivables such as bank credit certificates and agribusiness credit instruments. The authority emphasized that CRDC is not a marginal player: it had already cleared substantial entry barriers, including regulatory authorization, technological capability and governance requirements. Its absorption into B3’s ecosystem, therefore, eliminates both an existing competitor and a potential future rival, particularly in the newly emerging digital receivables segment.
Beyond the loss of a competitor, CADE found that the combination of the acquisition and the partnership would create “inorganic competitive advantages,” allowing B3 to leverage its scale, relationships and portfolio alongside ACSP’s client base and CRDC’s interface to gain early dominance in a market still taking shape. The authority rejected the idea of a level playing field, arguing that B3 would enter ahead of smaller rivals for reasons beyond efficiency.
At the same time, the undefined scope of the partnership — framed broadly as a “receivables credit journey” — led CADE to assume that B3’s full product range could be promoted. This creates incentives to steer clients across multiple services, including through bundling, tying or cross-subsidization. These risks are reinforced by performance-based compensation and limited oversight which, all in the authority’s view, embed incentives for potentially anticompetitive behavior regardless of the parties’ stated intentions.
Remedies
The authority indicated that simple behavioral remedies — such as commitments not to engage in bundling or tying — would likely be ineffective because they merely restate existing legal prohibitions and don't change underlying incentives. At the same time, more intrusive measures could undermine the economic rationale of the partnership, effectively dismantling the logic that motivated the transaction.
The parties did not propose any commitments during the investigation, despite being invited to do so.
The parties were also unable to demonstrate clear efficiencies, failing to provide evidence of verifiable benefits, merger-specific gains or a mechanism through which any advantages would be passed on to consumers.
The recommendation now moves to CADE’s Tribunal, which will issue a final decision.
Source: MLex
