The Superior Court of Justice (“STJ”), in a unanimous decision in the Special Appeal No. 2209077/RS (“REsp”), upheld the understanding regarding the joint and several liability of companies within the same corporate group, as provided in Article 4, paragraph 2, of Law No. 12,846/2013 (“Brazilian Anti-Corruption Law”). The decision, published in June 2025 and that became final and unappealable as of August 2025, emphasizes a broad interpretation of the provision, which, according to the STJ, must cover the greatest number of relevant cases.
The controversy centered on the interpretation of Article 4, paragraph 2 of the Brazilian Anti-Corruption Law, that provides the joint and several liability of parent companies, subsidiaries, affiliates, and consortium members for unlawful acts against the public administration. In the case under review, the appellant argued that it lacked standing to be held liable, contending that the application of paragraph 2 should be limited by the main provision (caput) of Article 4, i.e., the provision in paragraph 2 should be interpreted restrictively and applied in scenarios involving corporate transformations, mergers, spin-offs, or amendments only when such corporate events occurred subsequent to the law’s enactment. Since the controlled company in question had been established prior to the Brazilian Anti-Corruption law’s entry into force, the appellant sought to exclude its liability on this basis.
However, both the Federal Regional Court of the 4th Region (“TRF4”) and the STJ rejected this interpretation. Both courts held that Article 4, paragraph 2, clearly and broadly establishes joint and several liability among companies belonging to the same economic group. TRF4 emphasized that the provision seeks preventing corporate groups from evading liability through corporate restructuring. Therefore, the fact that a controlled company was created prior to the enactment of the Brazilian Anti-Corruption Law does not preclude the imposition of joint and several liability, provided that the unlawful act under review occurred after the law came into effect.
According to the STJ, the caput of Article 4 merely ensures that liability persists even after corporate changes and does not condition or impose limitation on the applicability of liability set forth in paragraph 2.
The STJ also underscored that the legislative intent behind the law was to prevent companies from using legal mechanisms for unlawful purposes of evading accountability for wrongful acts, noting that any narrower interpretation would undermine the very purpose of the Brazilian Anti-Corruption Law, whose purpose is preventing possible unlawful acts and protecting the public interest.
This precedent reinforces the importance of a strategic approach to assess liability risks within corporate groups, particularly in the context of mergers, acquisitions, and internal reorganizations. Accordingly, continuous risk mapping related to potential Brazilian Anti-Corruption Law exposure and the implementation of effective due diligence processes are essential prior to engaging in corporate transactions. These measures are key to identifying the exposure to potential regulatory and reputational liabilities and mitigating associated risks. Our firm has extensive experience in Compliance, Corporate Integrity, and Corporate Law, providing comprehensive support to companies seeking to strengthen their governance mechanisms and make informed strategic decisions grounded in risk analysis.
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