Gun jumping risks in the Brazilian upstream oil and gas industry

The article aims to verify which conducts, in the context of assignment agreements regarding participating interest held in oil and gas exploration and production assets (generally known as a farm-out or farm-in agreement), would engender premature consummation of transactions before the final decision from the antitrust authorities (infraction known as gun jumping) in the new Brazilian pre-merger control review system. It start by explaining why farm-out agreements are subject to mandatory pre-merger control in Brazil. Subsequently, the article lists and explains the activities that may engender gun jumping before and within the antitrust analysis of a farm-out transaction, such as exchange of information, contractual clauses during the interim period and other activities. It also contains suggestions to reduce gun jumping risks regarding each of such type of activities.