On September 3, 2026, the most far-reaching change to access to the Superior Court of Justice (STJ) since the 1988 Constitution takes effect. Law No. 15,484, signed and published on August 4, 2026, implements the federal-question relevance filter created by Constitutional Amendment No. 125/2022 and, once the thirty-day vacatio legis has run, makes a showing of relevance a requirement for the admissibility of the special appeal.

From 2022 to 2026: the road to implementation

Amendment 125/2022 added §§ 2 and 3 to Article 105 of the Constitution, conditioning the admission of the special appeal on a showing that the questions of federal infra-constitutional law raised in the case are relevant. The constitutional text, however, referred the requirement to statutory regulation, and the STJ's Special Court, in a procedural ruling of October 19, 2022, held that the requirement would become enforceable only after the implementing statute came into force.

That statute took almost four years. Bill No. 3,085/2026, introduced by the President of the Senate and reported in the Senate's Constitution and Justice Committee by Senator Sergio Moro, was approved by the committee with final effect on July 1, 2026, confirmed by the full Chamber of Deputies on July 14 and signed into law on August 4. In parallel, the STJ prepared its internal framework: Regimental Amendment No. 53/2026 introduced a mandatory structured summary for petitions and asynchronous virtual judgment sessions and, on August 21, 2026, the full court unanimously approved a further regimental amendment governing the procedure for assessing relevance, effective on the same date as the statute.

What the statute requires

The regulation builds on the constitutional command:

In the special appeal, the appellant must demonstrate the relevance of the questions of federal infra-constitutional law discussed in the case, as provided by statute, so that the Court may examine the admission of the appeal, which it may decline to hear on that ground only by a vote of two thirds (2/3) of the members of the body with jurisdiction over the judgment.Federal Constitution, art. 105, § 2, added by Constitutional Amendment 125/2022 (free translation)

According to the published text of the new statute, which inserts Article 1,035-A into the Code of Civil Procedure and adjusts related provisions, relevance must be demonstrated in a specific, reasoned section of the appellate brief and is characterized by economic, political, social or legal significance extending beyond the subjective interests of the case. Rejection of relevance requires a qualified two-thirds majority of the competent body and is unappealable, which considerably raises the cost of a poorly constructed section. The statute also provides for the nationwide suspension of cases raising the same question while the STJ deliberates, deepening the Court's vocation as a court of precedent.

The presumptions of relevance

Section 3 of Article 105 of the Constitution presumes relevance in certain categories of cases, which remain exempt from the showing:

• criminal actions;
• administrative improbity actions;
• cases in which the amount in dispute exceeds 500 minimum monthly wages;
• cases that may result in ineligibility for public office;
• instances in which the judgment under appeal conflicts with the STJ's prevailing case law;
• other cases provided by statute.

Estimates published by the specialized press from the STJ's own statistics indicate that roughly one third of the special appeals filed in recent years would fall within the presumptions. For the remainder, close to two hundred thousand appeals per year, admission will turn on a reasoned showing of relevance.

Transition rule

An immediate point of attention: under the transition rule in the published text of the statute, the requirement applies only to special appeals brought against judgments published on or after the statute's entry into force. Judgments published up to September 2, 2026 remain under the previous regime, even if the appeal is filed after that date.

What changes for litigants

• Relevance must now be considered from the moment the action is filed: the nature of the claim and the careful setting of the amount in dispute acquire unprecedented strategic weight.
• The relevance section demands specific technical construction. Generic statements or the mere reproduction of the statutory text are unlikely to pass the filter, and the negative decision is unappealable.
• The ordinary courts will tend to have the final word in cases without presumed or demonstrable relevance, which raises the value of meticulous work on issue preservation, motions for clarification and the evidentiary and argumentative record before the TJDFT and the other courts.
• Monitoring the STJ's designations and holdings becomes routine: under the approved regimental framework, the preferential avenue for assessing relevance is the formation of qualified precedent.

The firm has followed the implementation of the new regime since the legislative process and is available to assess, case by case, how pending and future appeals fit the new requirements.

In acqui-hiring transactions, the asset being bought is not the company: it is the team. Consolidated in the international technology market, the phenomenon reached the Brazilian legal agenda for good in 2026, when CADE ordered the notification of a transaction structured precisely to avoid it. For companies planning to absorb teams, and for founders negotiating their own exit, the legal design of the deal is no longer a detail.

What it is and how it is structured

In Brazil, these transactions usually take one of three basic forms: the purchase of equity in the target; the purchase of assets or of the business establishment; or the en bloc hiring of the team, without any corporate acquisition, usually combined with a license over intellectual property. The latter model, known in the market as the reverse acqui-hire, was the one adopted in the international cases that defined the field: as reported, Microsoft paid around US$ 650 million to hire the founders and most of the team of Inflection AI together with a non-exclusive license over its models, and Google entered into an agreement of approximately US$ 2.7 billion involving the Character.AI team. The structure replicates the economic effects of an acquisition without transferring corporate control.

CADE's precedent: form does not immunize the deal

It is precisely this feature that attracted the attention of competition authorities. As a rule, notification to CADE is mandatory when one of the groups involved posted gross revenues in Brazil of at least R$ 750 million in the preceding year and the other of at least R$ 75 million (Law No. 12,529/2011, art. 88, with the thresholds set by Interministerial Ordinance No. 994/2012). Acqui-hiring deals frequently escape those thresholds, because the target has little or no revenue in the country.

In a decision reported in May 2026, however, CADE's Tribunal, after calling up the inquiry into the Microsoft/Inflection transaction, which the parties had classified as a simple hiring of labor, ordered its mandatory notification under Article 88, § 7, of Law No. 12,529/2011, a provision that allows the authority to require the submission of a transaction falling outside the objective thresholds within one year of closing. According to the authority's official release, the rationale was that the transfer of intellectual property combined with the hiring of virtually the entire team replicates the economic logic of conventional acquisitions. At the same session, the Tribunal opened inquiries into two other transactions of the kind involving Google. The message is clear: in merger review, economic substance prevails over contractual form.

Employment risks

On the employment side, three doctrines concentrate the risk. The first is employer succession (CLT, arts. 10, 448 and 448-A): the case law of the Superior Labor Court (TST) requires, for succession to arise, the transfer of an economic-legal unit, so that merely hiring another company's employees is not enough; the risk grows, however, when en bloc hiring is accompanied by the transfer of intangible assets, client portfolios or continuity of the business, precisely the typical ingredients of an acqui-hire. Once succession is found, the successor answers for labor obligations, including those predating the transaction.

The second is unlawful enticement. Article 608 of the Civil Code requires whoever entices persons bound by a written contract to pay the injured party the equivalent of two years of the service provider's remuneration. The STJ's reading, however, is restrictive:

The liability of the third party is not presumed from mere knowledge of another's contract and the presentation of a more advantageous offer; reproachable conduct is required, assessed in light of the market practices of the sector in which the parties operate.Summary of the STJ's holding in REsp 2,023,942/SP, Third Panel, Justice Ricardo Villas Bôas Cueva, judged October 25, 2022 (free translation)

The third is the non-compete and non-solicitation pair. Post-contractual non-compete clauses are accepted by the TST only where limited in time and in territory or subject matter, and accompanied by financial compensation; without those elements they are void. Between companies, non-solicitation clauses tend to be upheld where ancillary to a legitimate transaction and proportionate, but naked no-hire agreements between competitors approach the territory of competition infringements.

Intellectual property and retention

Intellectual property due diligence is decisive. Ownership of employee inventions follows the regime of Articles 88 to 91 of Law No. 9,279/96, and of computer programs, Article 4 of Law No. 9,609/98; in startups, assignments of rights from founders and contractors have often never been formalized, requiring remediation before closing. On retention mechanisms, the contrast matters: stock option plans have a commercial, non-remuneratory nature for income tax purposes, as held by the STJ's First Section in Repetitive Theme 1,226 (judged September 11, 2024), guidance that reinforces, but does not settle, the employment-law discussion; poorly designed retention bonuses, in turn, carry the risk of being recharacterized as salary, with the corresponding consequences.

Design matters

The line between the legitimate hiring of talent and a disguised acquisition is drawn, case by case, by contractual design: the clear separation between price, retention and incentives, the treatment of intellectual property, the calibration of restrictive covenants and, now, the prior antitrust assessment of the transaction. The firm advises companies and founders on each of these fronts.

The fake call-center scam has become one of the most frequent frauds against bank customers across the country, and Brasília is no exception. In a recent judgment selected by the TJDFT itself for its thematic case-law collections, the 3rd Civil Panel confronted the question that decides the fate of these claims: is the victim who follows the fraudster's instructions at fault for their own loss?

The case

In Civil Appeal 0703830-18.2024.8.07.0002 (Reporting Judge Roberto Freitas Filho, judged unanimously on June 18, 2026, with the opinion published on July 3, 2026), a consumer was approached by criminals simulating her bank's official service channel. Misled by the staging, she found herself with a payroll-deductible loan taken out in her name, deductions from her pay and a negative credit listing. The first-instance judgment recognized the fraud but attributed contributory fault to the victim, reducing the award.

What the Panel held

The 3rd Civil Panel reversed the judgment on that central point. The core ground is well known:

Financial institutions are strictly liable for damages caused by internal risk events relating to fraud and offenses committed by third parties within the scope of banking operations.Precedent (Súmula) 479 of the Superior Court of Justice (free translation)

From that starting point, the opinion reached three conclusions of broad practical reach. First: fraud perpetrated through a fake call center is an internal risk inherent to banking activity, and a consumer misled by sophisticated social engineering cannot have their conduct treated as fault; contributory fault, moreover, is not among the defenses listed in Article 14, § 3, of the Consumer Protection Code. Second: the amounts deducted are to be refunded in simple form, not double, where the bank acted under a justifiable mistake (Consumer Protection Code, art. 42, sole paragraph). Third: the fraudulent contracting combined with the wrongful negative listing gives rise to presumed moral damages, in re ipsa, set in the case at R$ 5,000.00. The opinion also invoked Articles 44 and 45 of the Brazilian Data Protection Law (LGPD), recognizing the security-failure dimension in the handling of the customer's data.

A conduct-related fact weighed in the consumer's favor: she reported the scam to the bank immediately, which the opinion valued as diligence. The bank, for its part, failed to show that the disputed transactions were consistent with the customer's profile.

A necessary caveat: the case law is not uniform

The judgment under review does not close the controversy. Over the same period, other Civil Panels of the TJDFT accepted the victim's contributory fault to reduce recovery in similar scams, and there was a case, involving the so-called fake lawyer scam, in which the consumer's exclusive fault was recognized. This is a panel-level holding, of persuasive authority, not binding precedent: the outcome of each claim depends on the concrete circumstances, the sophistication of the fraud and, to a large extent, the quality of the evidence produced and the arguments developed in the specific case.

Practical guidance

• Distrust any unsolicited contact made in the bank's name: financial institutions do not ask for passwords, transfers or confirmation of transactions over the phone.
• If you fall for the scam, notify the bank immediately and through a recordable channel; timely notice was valued by the TJDFT as diligent conduct.
• Preserve all evidence: recordings, messages, the numbers used by the fraudsters, statements and service protocols.
• Seek legal advice before accepting any settlement proposed by the institution, especially one involving a broad release.

The firm acts in civil claims involving banking fraud and the liability of financial institutions, from the administrative request to full judicial litigation.