Brazil: The Brazilian Anti-Corruption Act Of 2013 (Act # 12846)

1.      Background

The early 1990's in Brazil were marked by a combination of extremely high inflation, poor quality services and goods (which were mostly manufactured locally), onerous bureaucracy, and persistent corruption.  An elected president, who followed a military government which had lasted for decades, was seen to be looting most Brazilians' savings.  He was in turn removed from office and then impeached amid a corruption scandal.  No wonder distrust in Brazilian public officials has been so high.

But much has now changed in Brazil.  From extractive industries to soccer stadium construction, Brazil has been growing non-stop locally and internationally; in addition, some projects are too challenging, costly or risky to be assumed by Brazilians only.

Brazil has signed and implemented key international treaties or conventions under which corruption is an "evil to be defeated" at all reasonable costs, including treaties and conventions adopted by the OECD, the Organization of American States and the United Nations.  But in 2013, in Transparency International's Corruption Perceptions Index, Brazil ranked number 71, a troubling position which has been fairly stable for some time.

Brazil continues to be very interested in attracting foreign direct investment.  The country is also progressively the global or regional headquarters for multinational corporations.  But something had to be done.

A civil law country where the widespread perception is that certain prohibited actions can only be implemented by statutory changes rather than enforcement, businesses have not been deemed subject to any anti-corruption enforcement for corruption in or with respect to Brazil.  The Brazilian Anti-Corruption Act (or "BAA"), which was enacted in 2013 and came into force on January 29, 2014, is meant to change that.

2.      What has changed

Under the BAA, any incorporated or non-incorporated business (and potentially permanent establishments in the continental shelf such as oil rigs offshore Brazil) will be subject to fines of up to c. 25 Million USD per violation, sanctions (including dissolution) and liabilities (which are legally uncapped).  Individual wrongdoers will also be subject to prosecution under Brazilian criminal and other statutes.

The BAA makes it illegal to (a) promise, offer or give, directly or indirectly, "advantages" to public official or related parties; (b) fund, sponsor or subsidize any infringement of the BAA; (c) use a "straw man" to conceal interests or the identity of the beneficiaries of the wrongdoing; (d) defraud competitive bids, tenders or government contracts by setting terms with competition; or (e) create obstacles for enforcement action.

What constitutes advantages seems particularly broad – and probably intentionally so – in order to cover anything of value, favor, etc.  The breadth of advantages sits uneasily with the concepts of strict liability and joint and several liability, and the practice of shifting the burden of proof to the defendant.  These not entirely complementary concepts, some of which were borrowed from environmental laws, are expected to add complexity to enforcement of the BAA, and complicate the job of defendants when defending against an action brought under the law.

3.      Which public officials

Brazilian and non-Brazilian public officials are covered by the BAA, including, without limitation, employees of state-owned entities and international organizations. Subject to how the law is interpreted by Brazilian enforcement officials and courts, employees of state-controlled entities (as in not wholly-owned, e.g., Petrobras) are likely to be covered, too.

The BAA is silent about candidates to political office, political parties or political party officials.  In a country where most  investigated corruption cases are elections-related, this seems strange.  But the omission was probably intentional, the result of an ongoing debate about whether legal entities should have the right to make donations to candidates or parties in connection with any election in Brazil.

4.      Mitigation & Enforcement

Companies that adopt "effective" compliance programs and codes of conduct should be able to reduce exposure to fines and other sanctions under the BAA.  In addition, the BAA expressly provides that cooperation during an investigation will count in the determination of whether to apply a penalty.  Although many cases will likely settle rather than proceed through the courts, admission of guilt will be a condition to any settlement.

Enforcement of the BAA will be decentralized at the State or local level (at their respective costs), unless the matter involves a foreign public official or, in some not yet fully specified circumstances, a Federal official.  Brazil has 27 states, one Federal District, and more than 5,000 cities or towns, so this can be tricky.

Although regulations to implement the law are expected, to date none have been issued.  When promulgated, the regulations should help clarify – among other things – what amounts to an "effective" compliance program.

5.      Conclusions

Both Brazilian and non-Brazilian investors are looking forward to seeing how the BAA will be regulated and enforced.  Brazil's President, Dilma Rousseff, has reassured the international community that Brazil is a safe destination for foreign direct investment.  In the context of the BAA, that remains to be seen, especially if the law is employed mainly to pursue non-Brazilian parties.

However the law is interpreted and enforced, any company operating in Brazil needs to make sure it has appropriate compliance processes in place to protect against corruption.  Clear, well-articulated standards for compliance and ethics are a must.  Training and education are essential.

There is no silver bullet for compliance with the BAA.  But developing and implementing an appropriate compliance infrastructure now, even though it is early days, is the best way to protect against a violation.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Events from this Firm
15 Aug 2017, Seminar, Los Angeles, United States

August 15, 2017 - Pasadena Area
DoubleTree by Hilton Hotel - Monrovia

August 23, 2017 - Orange County
Embassy Suites Anaheim Garden Grove

September 19 - Los Angeles
Sheraton Gateway Hotel - LAX

October 4, 2017 - San Francisco
DoubleTree by Hilton Hotel - SFO

16 Aug 2017, Seminar, Los Angeles, United States

August 16, 2017 - Pasadena Area
DoubleTree by Hilton Hotel Monrovia

August 24, 2017 - Orange County
Embassy Suites Anaheim Garden Grove

2 Sep 2017, Seminar, Seoul, South Korea

Century City partner Seong Kim and Seoul partner Johneth Park will present "Fighting Online Piracy and Update on Cybersecurity" on Sept. 2-3 to the Korea In-House Counsel Forum (IHCF).

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.