Cartel in meal vouchers: the FNE accuses Pluxee of collusion

The National Economic Prosecutor's Office (FNE) filed a complaint before the Competition Court (TDLC) against Pluxee Chile S.A. —the company that until 2024 operated in Chile under the name Sodexo— and Edenred Chile S.A., together with four former executives of both companies. The accusation: having operated for almost nine years an agreement to divide up clients in the food and clothing services market, eliminating all real competition between them. The fine requested for Pluxee amounts to 41,744 UTA. If your company operates in a market with few relevant players, this case is a direct reference on the limits of contacts between competitors.

What happened

The FNE's complaint describes an agreement that took shape in February 2013. The executives of both companies' response to the dispute over clients was not to improve their proposals: it was to coordinate.

During the following years, representatives of both companies agreed not to compete over the clients each one already had. The mechanism was precise: if one company threatened to take a client from the other, it had to compensate by ceding an equivalent contract. The objective, in the words of one of the involved executives, was "you don't touch mine, I don't touch yours."

The communications did not go through corporate channels. The executives used prepaid cell phones, personal email accounts, and apps like Telegram to leave no trace. Meetings between rivals were scheduled under the code name "Breakfast with cousins CL" or "Meeting with the cousins," alluding to the shared French origin of both groups.

The agreement covered both private tenders and public processes through ChileCompra, during the validity of the framework agreements. Together, Pluxee and Edenred concentrated more than 80% of the market. The FNE is investigating the period between February 2013 and October 2021.

The rule that emerges from the complaint is clear: coordinating with a competitor to divide up clients constitutes collusion, regardless of whether the agreement was verbal or written, or whether informal channels were used to conceal it.

What it may mean for your company

This complaint goes beyond the meal-voucher sector. There are four dimensions with a direct impact for any company that competes in concentrated markets.

The first is the hierarchical level of those who operated the conduct. The agreement was not signed in a board meeting, but it was not the work of low-profile executives either: for almost a decade, it was operated by the general managers of both companies and, in one case, the commercial manager. If the most senior executives carry out the conduct, the next question is what responsibility lies with the directors who were supposed to supervise them: what they knew, what they should have known, and what they did to prevent it. The exposure also exists at any level of the organization where there is regular contact with the competition —trade fairs, industry associations, tender processes— and the gap between "information exchange" and "collusion" can be narrower than it seems.

The second dimension is the figures. The FNE asked the TDLC to impose on Pluxee a fine of 41,744 UTA and on its former general manager a sanction of 110 UTA. Amounts of that scale have an effect that goes beyond the balance sheet: they compromise the operational continuity and reputation of any company. The fact that the case ends in a formal complaint before the TDLC —not in an out-of-court settlement— reflects that the FNE classified the conduct as of the utmost gravity among free-competition offenses.

The third dimension is leniency. Edenred and its three executives are exempt from a fine and criminal liability for having availed themselves of that program (FNE Exempt Resolution No. 111, 02/27/2024). Pluxee, on the other hand, did not apply for leniency and now faces the full complaint. The program's rule is categorical: the first competitor that cooperates with complete information obtains substantial benefits; whoever does not apply faces the full sanction. If your company internally detects a potentially collusive practice, the speed and quality of the response determine the outcome.

The fourth dimension is the dual effect of the compliance program. The FNE and the TDLC have recognized that having a prior, serious, and effectively applied program operates as a mitigating factor in determining the fine. A robust program not only prevents the conduct; if it happens anyway, it mitigates the sanction. It functions as proof of due diligence and weakens the attribution of intent at the corporate level.

It is worth noting an important distinction: not all contact between competitors is illegal. Technical collaboration agreements, sector forums, and the exchange of aggregate and non-commercially-sensitive information have legitimate spaces. But agreeing with a competitor on how to divide up clients or tenders —what the FNE imputes in this case— constitutes hard-core collusion, the most serious conduct under article 3, paragraphs 1 and 2(a), of D.L. No. 211 (Law No. 20,945). There is also an intermediate zone: information exchanges that allow a competitor to predict the other's conduct in a specific contracting process. Collusion can also be configured there. The distinction is not theoretical.

Would your compliance program withstand today a risky contact between one of your executives and a competitor? Measuring the real scope of your free-competition policies costs less than discovering it in an FNE investigation. Schedule an assessment of your compliance program.

What you can do

1. Review the protocols for interaction with competitors. Assess whether your company has clear guidelines on what information can be shared in sector or industry contexts, and whether those guidelines reach those who participate directly in contracting processes. Compliance policies that stay at the management level and do not reach the commercial teams do not mitigate the real risk.
2. Train the sales, pricing, and tender teams. The people with the greatest exposure to a free-competition risk are not always the executives: they are the staff who participate in industry fairs, who respond to price requests, and who compete side by side with the same rivals in multiple processes. A training program with concrete cases —not a generic module— reduces the risk of inadvertent conduct and builds evidence of due diligence if required.
3. Define a policy for responding to early signals. Access to the leniency program requires being the first to cooperate and doing so with complete information. That assumes the company has an internal channel where executives can report contacts or conversations that raised doubts, and that there is a clear protocol on what to do with that information. Without that channel, the risk that a problematic conduct remains hidden —until the FNE arrives with an investigation— is real.

These three steps are not just prevention. Documented and applied, they build evidence of due diligence that the FNE and the TDLC have recognized as a mitigating factor in determining the sanction.

If any of these fronts raises questions, a 30-minute diagnostic session is enough to size up your free-competition gaps. Schedule here.

If you need to assess the status of your free-competition protocols, review your policies for interaction with competitors, or prepare a training program for commercial and tender teams, schedule a diagnostic meeting with our team: https://cubilloslama.com/agendar

This content is informational and does not constitute legal advice.