Supreme Court adopts restrictive interpretation limiting the offense to direct interlocking and excluding legal entities
Key aspects
- Article 3 letter d) of Decree Law No. 211 prohibits "the simultaneous participation of a person as relevant executive or director in two or more competing companies", when the business groups to which each company belongs exceeds a certain sales threshold.
- In 2025, the Competition Court rules for the first time on this offence, known as ‘interlocking’.
- The Competition Court interpreted the prohibition to cover both direct interlocking (between companies that directly compete in the same market) and forms of indirect interlocking (when the competitive relationship occurs through parent companies or subsidiaries). It also held that both companies themselves and directors or executives involved can be penalized for this infringement.
- The Supreme Court rulings reverse this interpretation, concluding that the rule must be applied restrictively, that it only penalizes direct interlocking, and that only the director or executive –i.e., the natural person– who engages in it can be penalized.
- Still, the Supreme Court recognized that both the conduct of companies and cases of indirect interlocking can constitute violations of competition law, if anticompetitive effects are proven.