Leniency Agreements in Brazil: when does cooperation become the best strategy?
Introduction
The global fight against corruption has intensified significantly over the past decade, driving the expansion of enforcement tools aimed at detecting, investigating and sanctioning corporate misconduct. Among these instruments, leniency agreements have gained increasing prominence, especially in large-scale corruption cases, in which authorities rely on corporate cooperation to uncover facts that would otherwise remain inaccessible.
In Brazil, Law No. 12,846/2013, the Clean Companies Act (“CCA”) provides two models of consensual resolution for companies seeking to cooperate: (i) settlement agreements (“termo de compromisso”) and (ii) leniency agreements. A leniency agreement is a mechanism through which a company agrees to cooperate with authorities in the investigation of misconduct in exchange for defined legal benefits. Leniency agreements are primarily regulated by the CCA and by Decree No. 11,129/2022. Under this framework, companies that cooperate effectively may obtain significant benefits, including a reduction of applicable fines, the mitigation of more severe sanctions, and, in certain cases, the preservation of their ability to continue operating and maintaining commercial relationships with public and private counterparties.
This article aims to analyze the Brazilian leniency framework, including its legal requirements, benefits, limitations, and practical role in anti-corruption enforcement.
The legal framework in Brazil
By the end of the first half of 2026, Brazil had recorded 36 leniency agreements executed jointly by the Office of the Comptroller General (“CGU”) and the Attorney General's Office (“AGU”) since the enactment of the CCA. While this figure reflects a growing institutional maturity, it also underscores the selective nature of the mechanism, meaning that leniency is not routinely granted and that its negotiation requires significant effort and commitment from the companies involved.
To qualify for these benefits, companies must meet specific legal requirements, such as: (i) cease their involvement in the misconduct; (ii) formally admit participation in the unlawful conduct; and (iii) provide effective and continuous cooperation throughout the investigation. Authorities expect cooperation to go beyond a mere acknowledgment of wrongdoing and to provide meaningful assistance that helps advance the public investigation.
Under Brazilian law, cooperating companies may obtain a reduction of up to two-thirds of applicable administrative fines, as well as relief from sanctions that could otherwise threaten their operational continuity, including restrictions on public procurement or government incentives. Beyond financial mitigation, leniency agreements can protect commercial relationships and serve as a foundation for reputational recovery.
However, effective cooperation with authorities begins well before the negotiating table, with a robust internal investigation. Before a company can credibly approach the CGU or AGU with a cooperation proposal, it must first develop a comprehensive understanding of the relevant facts through its own investigative process. This typically involves a thorough document review and forensic analysis of financial records, electronic communications, and transactional data, complemented by targeted interviews with key personnel who may have knowledge of the conduct under scrutiny.
Entering into a leniency agreement requires the company to formal acknowledge that misconduct occurred. Beyond that admission, it also demonstrates that the company identified the problem, took ownership of it, and is committed to making it right. Companies that cooperate effectively often emerge from enforcement proceedings in a stronger reputational position than those that resist and are ultimately sanctioned after prolonged litigation.
Leniency agreements also carry structural compliance obligations that extend beyond financial settlement. These typically include the revision and strengthening of the company's compliance program, updates to internal policies and codes of conduct, mandatory training initiatives, and the enhancement of internal reporting mechanisms. In more complex cases, authorities may require the appointment of an independent compliance monitor to oversee implementation and report periodically to regulators.
Limitations of leniency agreements: a comparative perspective
While leniency agreements offer significant benefits to cooperating companies, they are only one component of a broader enforcement framework. Because contested administrative proceedings under the CCA can extend over several years before a sanction becomes final, companies typically weigh the certainty and reduction of penalties offered by cooperation against the exposure and burden of prolonged litigation. Also, the decision to cooperate is often influenced not only by the advantages provided by the agreement itself, but also by the existence of complementary incentives that encourage the detection and disclosure of misconduct. In this regard, the Brazilian framework differs from those of more mature jurisdictions.
In the United States, for example, corporate cooperation is supported by a combination of mechanisms. The U.S. Department of Justice (“DOJ”) enforcement policies provide clear incentives for voluntary self-disclosure, cooperation and remediation. In certain circumstances, companies that promptly self-report, fully cooperate and timely remediate may receive a declination, meaning that federal authorities decline to pursue criminal charges altogether. This creates a powerful incentive for companies to invest in compliance infrastructure and report misconduct early, before it is even detected by authorities.
By contrast, in the Brazilian system, although the benefits associated with leniency agreements can be substantial, the absence of stronger incentives for voluntary self-reporting may reduce their effectiveness in promoting early disclosure of misconduct. When a company weighs its options, the calculus is less favorable: without the prospect of a declination or equivalent benefit, companies may rationally choose to wait and assess their exposure before engaging with authorities. However, none of this diminishes the practical importance of the mechanism; it means that the decision to pursue it depends heavily on the circumstances of each case.
Conclusion
Leniency agreements represent a valuable tool within Brazil’s anti-corruption enforcement framework and the number of agreements executed to date reflects a mechanism that is consolidated and used in practice. Yet, they should not be viewed as an automatic response to every allegation of misconduct, nor as a one-size-fits-all solution, but rather as a strategic option that must be carefully evaluated.
Cooperation offers real advantages, including a meaningful reduction of penalties and the preservation of a company’s ability to keep operating, but it also entails significant undertakings, from a formal admission of wrongdoing to the strengthening of compliance and, in more complex cases, ongoing oversight by an independent monitor. Declining to cooperate carries its own exposure, including the risk of sanctions and years of contested proceedings. Because there are advantages and burdens on both sides, the decision has to be assessed case by case.
In our experience, determining whether cooperation is advisable will rely on a careful, thorough assessment of the facts, the strength of the available evidence, the company’s risks and exposure, and potential benefits attainable in a given case. In practice, this assessment is usually made well before any agreement is negotiated, during the internal investigation and the strategic assessment of whether, when, and how to cooperate with authorities. This is where external counsel plays a decisive role. External counsels can lead a privileged internal investigation, assess the company’s exposure objectively, and compare the likely outcomes of cooperating with those of contesting the matter, drawing on their experience in negotiations with relevant authorities that may be involved. Engaging experienced legal counsel at the earliest possible stage is essential to preserving the company’s options and ensuring that the decision to cooperate (or not) is made on the basis of a fully informed view of the facts and the applicable legal benefits, as well as strategic judgment.
Authors: Salim Saud, Caroline Rosa, Leonardo Kozlowski and Laura Oliveira.