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David M. Wilson, Kegler Brown
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
dwilsonjdmba
EXPORTING OHIO TO LATIN AMERICA: A BRAZILIAN CASE STUDY
Exporting Ohio to Latin America: A
Brazilian Case Study
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
3 Issues that could Make or Break your Brazilian Business Strategy
-Organizational Structure
-Labor
-Regulation & Tax
Brazil: The Basics
-Facts
-Opportunities
-Risks
2012 & Beyond
-Infrastructure
-Inflation & Currency
-Regulation
P E S T
10 Seconds or LESS
My name is . . .
I’m with . . .
And:
One experience I had related to Brazil is . . .
One question I have related to Brazil is . . .
When I think of Brazil, I think of . . . business or non business related
Brazil: The
Basics
3 Make or Break Issues
2012 and Beyond
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Brazil: The Basics
Political
The ability of government to respond to and NOT create political risk
Economic
Macro trends, Currency risks
Social
The ability of stakeholders to identify vulnerabilities & apply pressure to the company to change its behavior
Technological
Infrastructure, IP Protection, Government Incentives
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
P E S T
What are the Political, Economic, Social and Technological reasons
to enter Brazil?
export, manufacture, distribute, design . . .
Political Risk
-The ability of government to respond to political risk
-The ability of government to NOT cause political risk
Brazil: The Basics
Government Structure
Level of Corruption
Appropriation Concerns
Bureaucracy
Brazil: The
Basics
3 Make or Break Issues
2012 and Beyond
P E S T
The unit of measurement
for political risk is
STABILITY
Political Risk
-The ability of government to respond to political risk
-The ability of government to NOT cause political risk
Brazil: The Basics
Government Stability
Stable Republic Since 1985
Multiple Peaceful Elections
Democratic Constitution
Functioning Executive, Legislative and Judicial Branches
Multiple Party System
Increasingly developed services: Fire, Police, EMS
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
P E S T
The unit of measurement
for political risk is
STABILITY
Denmark*
1st
USA
22nd
Brazil
69th
China
78th
India
87th
Russia
154th
Political Risk
-The ability of government to respond to political risk
-The ability of government to NOT cause political risk
Brazil: The Basics
Level of Corruption
Transparency International 2010 CPI index
The abuse of entrusted power for private gain
Perception of corruption in public sector
2010 (most current
USA: 22 of 180
Apx. 88th percentile
Brazil: 69 of 180
Apx. 62nd percentile
1995 (year 1 of CPI)
USA: 15 of 41
Apx. 63rd percentile
Brazil: 36 of 41
Apx .13th percentile
Rousseff Cleaning House
Jettisoned 5 cabinet members since June
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
P E S T
The unit of measurement
for political risk is
STABILITY
Political Risk
-The ability of government to respond to political risk
-The ability of government to NOT cause political risk
Brazil: The Basics
Appropriation concerns Long history of privatization & recent commitments
Talk of reviving old laws for a few categories
land restrictions on % of land in a district that foreigners may buy
1971 law found unconstitutional but is being revisited (no talk of taking land)
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
P E S T
The unit of measurement
for political risk is
STABILITY
Political Risk
-The ability of government to respond to political risk
-The ability of government to NOT cause political risk
Brazil: The Basics
Bureaucracy?
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
P E S T
The unit of measurement
for political risk is
STABILITY
Brazil: The Basics
Largest Latin American economy
7 largest in the World
Developed financial markets
Young workforce
Brazil 39.3%
United States 30.5%
China 29.4%
Increasing domestic demand
Growing Middle Class
Over 35 million Brazilians entered the middle class from 2003 to 2009
estimates predict an additional 20 million will climb the ladder by 2014
Per Capita GDP larger than China or India
Brazil $10,816
China $4,382
India $1,371
Rich Commodities Base – Energy, Mining, Agribusiness
Vies with Australia as worlds largest exporter of iron ore
Fertile Land: 1/3rd global coffee, ½ of all global sugarcane exports, major world player in beef, poultry, soybeans and corn
Recent oil field discovery 15bn to 70-100bn barrels
NPV of this discovery is apx $500bn apx 20% of GDP
Rainforest, Hydro
Brazil: The
Basics
3 Make or Break Issues
2012 and Beyond
P E S T
Macro Trends
Brazil: The Basics
Currency
General
Weak exchange rate generally makes a country’s exports cheaper
Central banks in Japan, South Korea and Taiwan have recently intervened to make their currencies cheaper
China continues to suppress the value of its currency to strengthen exports
Brazilian Real
1.59 end of August, crossed 1.9 (intraday) September
Selling in September Foreign investment attracted by high returns began to sell in September largely
due to fear of Greek crisis
notably Japan
Central bank lowered benchmark rate by .5%
Many view the valuation as stabilizing after >45% increase since 2008
Brazil: The
Basics
3 Make or Break Issues
2012 and Beyond
P E S T
Brazil: The Basics
Currency Risk
Transaction exposure – commitment to make payment at future date
Solutions:
Forward Contracts
Risk Sharing Agreements
Foreign Currency Options
Translation exposure – accounting based changes in consolidated FS Taking the value on 1 day and reporting on your statements
Solutions:
Swap (assets, debts, and/or liabilities with someone else, e.g., a bank or another company)
Economic exposure – non zero changes in expected cash flows due to changes in currency (real not just nominal)
Solutions:
Diversification
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
P E S T
Brazil: The Basics
Stakeholders
Shareholders, NGOs, Interest Groups, Consumers, Local Communities. . .
Factors
Cultural Norms, Languages
“Culture eats strategy for breakfast” – Oded Shenkar
Demographics
GINI index (inequality of income)
Ethnic Conflict
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
P E S T
Social Risk
-The ability of stakeholders to identify vulnerabilities & apply
pressure to the company to change its behavior
How substantive is the stakeholder?
How intense is the threat?
Brazil: The Basics
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
P E S T
Geert Hofstede’s Cultural Dimensions
Power Distance
Individualism
Masculinity
Uncertainty Avoidance
Long-Term Orientation
www.geert-hofstede.com
Brazil: The Basics
Solutions
Decouple your brands / products
Charge premium on specific brands for CSR projects, not all consumers
Partner with NGOs
Reputational benefit, they understand the industry and may help keep you up to date with shifts in pressure
Admit Wrongs
People are more likely to believe your CSR reports when you tell them what you are doing wrong (and how you addressing it)
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
P E S T
Social Risk
-The ability of stakeholders to identify vulnerabilities & apply
pressure to the company to change its behavior
How substantive is the stakeholder?
How intense is the threat?
Brazil: The Basics
Education
Past
Present
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
P E S T
2000
- ½ Brazilian students graduated grade school
- 3 out of 4 adults were functionally illiterate
-Goal to reach OECD standard over next decade
-75,000 scholarships to attend world’s top
universities (only 9,000 a few months ago)
Social Risk
-The ability of stakeholders to identify vulnerabilities & apply
pressure to the company to change its behavior
How substantive is the stakeholder?
How intense is the threat?
Brazil: The Basics
Technological
Infrastructure
Power
Public Health
IP Protection
Codified IP law protected by the Brazilian Constitution
Industrial Property Law, Law No. 9279, as amended (May 15, 1996)(Braz).
Provides for contracts involving technology transfer, technical and scientific services, franchising and protection against unfair competition
Instituto Nacional da Propriedade Industrial (INPI)
Federal agency in charge of regulating and registering patents, trademarks, industrial designs, approving licensing and other agreements
Copyright Law, Law No. 9610, as amended (Feb 20, 1998)(Braz).
Regulates Brazilian Copyrights and some Software Law
Rights are enforceable
Patent holder is entitled to prevent others from using, producing, selling, offering, or importing a patented product or process
Patent holder is entitled to be indemnified for improper use
Government Incentives
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
P E S T
3 Issues that can Make or Break Your
Brazilian Business Strategy
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Labor
Entry Method & Organizational Structure
Regulation & Tax
Entry Method & Organizational
Structure
Wholly Owned Subsidiaries
Non-Equity Alliance
Licensing agreements
Supply agreements
Distribution agreements
Non-Equity joint venture
Heads of Agreement (Similar to US Memo of Understanding)
Equity Alliance
Joint venture
Brazil: The
Basics
3 Make or Break Issues
2012 and Beyond
Stable Brazilian legal system leads
to fairly predictable results – but
you may not always like them
Entry Method & Organizational
Structure
Wholly owned subsidiary
Foreign capital in Brazil treated quite liberally
Current legislation does not distinguish between domestic & foreign owned companies
Investments may be freely made & are not subject to any prior approval, license or authorization from authorities
But must be registered with Central Bank’s online system
No max or min limit on investment amount
Levels if wish to employee non-Brazilians
No max or min term for the investment (repatriate anytime)
Amounts paid by a Brazilian company to a foreign investor are NOT subject to any withholding tax
Amounts over the initial registration are generally treated as capital gains and subject to 15% tax (25% if investor resides in a tax haven)
Foreign investors are free to use any of the available company forms
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Entry Method & Organizational
Structure
Sociedade Limitada (LTDA)
Sociedade Anônima (SA)
Sociedade Simples
Sociedade em Nome Coletivo
Sociedade em Comandita Simples
Sociedade em Comandita por ações
Sociedade em Comum
Sociedade em conta de Participação
Associações
Fundações
Cooperativas
Consórcio
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Entry Method & Organizational
Structure Sociedade Limitada (LTDA)
Similar to US LLC
Liability limited to partner’s quotas Quotas may be freely transferred according to the articles of association
May not be traded publicly
Simplicity & Flexibility
Reduced Maintenance Costs
Less Formal Requirements
Must have at least 2 partners
Brazilian partners are not required
May be managed by one or more persons, partners or other entity Manager must reside in Brazil
If foreign manager, must possess a permanent Brazilian Visa with authorization to act as manager of a specific company
Generally preferred for wholly owned subsidiaries
Sociedade Anônima (SA)
Similar to US Corporation
May issue securities, debentures and may be publicly held
Higher Maintenance Costs
More formal requirements
Generally preferred for ventures comprised of a large number of different shareholder groups
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Distributorship & Agency Relationships
Brazilian agency relationships is governed by the Brazilian Civil Code and by special legislation, Law n. 4.886/1965
Exclusivity is NOT presumed unless expressly established in an agency agreement
However exclusivity is common and will likely be required by potential agents
Exclusivity entitles the agent to compensation related to direct sales made by the company without assistance of the agent
Termination
There are specific enumerated “just” reasons for the termination of an agency agreement
Termination is typically both difficult & costly
Generally, an agent is entitled to no less that 1/12th of the total amount received during the time of agency or an amount equal to the monthly average compensation received multiplied by the remaining months left in the agency contract term.
An agent is also generally entitled to reimbursement for investments, such as office rent and equipment expenses
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Entry Method & Organizational
Structure
Entry Method & Organizational
Structure
Joint Venture
May be created with or without a joint company
Contractual joint ventures between your LTDA/SA and a Brazilian company
Low cost entry and exit to new markets, industries and industry segments
Opportunity for learning
Provides a contractual framework for operations without generating the problems associated with an agency relationship
Enables each party to take full responsibility for its contribution to the venture while minimizing the issues associated with exclusivity
Enables low cost entry and exit
May later evolve into equity alliance
Brazil: The
Basics
3 Make or Break Issues
2012 and Beyond
Entry Method & Organizational
Structure
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Should you vertically integrate?
Some or all of the value chain, acquire rather than joint venture
Transaction Costs
Is the exchange subject to high threats of opportunism due to high transaction specific investments?
Is the exchange subject to high threats of opportunism due to uncertainty and complexity?
Capabilities
Do you have valuable, rare and costly to imitate resources?
Real Options
To retain flexibility: exchanges characterized by high levels of uncertainty should not be vertically integrated
For additional information on this topic please reference: Gaining & Sustaining Competitive Advantage Third
Edition, Jay B. Barney, 2007
Labor – It’s more than just the 13th
salary
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Labor rights are outlined in the Brazilian Constitution, as well as
laws, decrees, provisional measures, ordinances and regulations,
international conventions and treaties (ratified by the Brazilian
government), company policies, Supreme Court decisions, Superior
Labor Court decisions and customs
Labor – It’s more than just the 13th
salary
Basic Principals
Worker Protection: the worker is considered the weaker party in the relationship
In labor-related conflicts, at any level or jurisdiction, whenever there is a doubt regarding evidence, the court’s decision will favor the worker
The law most favorable to the worker will be applied
The conditions most favorable to the worker will be presumed
Actual facts prevail over written documents
Protected salary (generally cannot lower an employee’s salary)
Defense of workers honor and ethical code
Nondiscriminatory practices
Continuity of employment relationship
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Labor – It’s more than just the 13th
salary
Direct agreements between employees and employers to resolve conflicts are not valid
The Brazilian constitution provides the right to sue as an individual guarantee
There are ways to settle
Arbitration, union conciliation commissions. . .
but they do NOT prevent the right of individual claims
Every 12 months employees are entitled to 30 calendar days paid vacation
In addition to the 13th salary (Christmas bonus equal to 1/12 the salary for each month of that year)
Every month employer must deposit an amount = to 8% of employees salary into Unemployment Fund
If employee is dismissed without cause, the employee may withdraw the amount
Employer must pay a penalty equal to 40% of the amount and an additional 10% to the government
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Labor – It’s more than just the 13th
salary Not at will
30 days prior notice (some agreements may require longer period of time)
Notice shall specify whether the 30 days must be worked or not worked
If worked may be absent for 7 consecutive days or may leave 2 hours early every day
For cause if:
A dishonest act
Improper conduct
Regularly doing business on behalf of himself or for a third party
Criminal conviction
Inadequate discharge of duty
Habitual drunkenness
Currently debate on this cause; many courts consider it a social problem and not a just cause
Violation of trade secrets
Act of disobedience or insubordination
Abandonment of employment
Injurious act to the honor of any person during working hours (except in self defense)
Persistent gambling
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Labor – It’s more than just the 13th
salary
Brazilian v. Non-Brazilian
Staff of companies with three or more employees must be 2/3 Brazilian
And, at least 2/3rds of the payroll must be paid to Brazilians
Salaries paid to employees in Brazil cannot be based on foreign currency
Federal, State and Municipal Taxes
Contribution for Financing Social Security COFINS
7.6% calculated based on gross revenue from the sale of goods or services
Contribution to the Social Integration Plan PIS
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Regulation & Tax
Import Export Process
Minimum Wage
Privatization
Recent Tax & Regulation Changes
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
“If you’re honest and want to comply with the tax code, you
need an accountant and a tax lawyer for life” -The Economist, September 24, 2011 quoting a São Paulo based economist
Regulation & Tax
Import Export Process
Register with the governmental registration system
Secretary of Foreign Trade SECEX, SISCOMEX system
Subject to significant variability
Obtain importing license if required
Automatic
Non-Automatic (process may take several months)
ANVISA, IBAMA, MAPA, DECEX, CNEN, ANP, ANEEL, DPF, COMEX, MCT . . .
Radar
Simplified
Ordinary
Tax / Duty
Generally all imports are subject to import duty, IPI, ICMS, PIS and COFINS
Import duty is calculated on the total CIF (cost, insurance & freight)
Are charged based on the tariff classification of the product
Import Tariffs rage from 0 – 35% with an average applied tariff rate of 11.5%
The import duty rate for machinery and equipment not produced local MAY be reduced to 2% upon request of the importer to the competent authorities
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Regulation & Tax
MERCOSUL southern common market
Free from import duty with certificate of origin
However Exceptions to Common External Tariff (CET)
Brazil is permitted 93 exceptions to the CET
June, 2009 the trade minister raised several import duty rates:
August, 2009 MERCOSUL members approved tariff increases on
hundreds of products within the CET
Primarily dairy, textiles, bags, backpacks, suitcases up to the
bound level apx 31.4%
Brazil: The
Basics
3 Make or Break Issues
2012 and Beyond
Member Countries
Brazil
Argentina
Uruguay
Paraguay
Applied
Venezuela
Not yet ratified by
Paraguay
Associate Member
Bolivia
Chile
Columbia
Ecuador
Peru
Observer of
Agreement Mexico
Regulation & Tax
Recent Tax Changes July, 2011
1% tax on foreign derivatives
August, 2011 Three prong plan to continue to spur economic growth
September, 2011 30% Increase in industrial product tax on cars (37-55%)
Exempt if 65% domestic parts (Brazil, Mexico or Mercosul country)
Oct 6, 2011 Renault SA announced plans to increase its Brazilian production capacity by 100,000 vehicles
Brazil will be the companies 2nd largest market after France
Expects sales of 3 million vehicles annually by 2013 with 25% from Brazil
October 10, 2011 Chinese auto maker JAC announced it would build a factory in Brazil – output set to begin in 2014
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Regulation & Tax
Minimum Wage
January 2012 increases 14%
Currently R$ 545 per month x 13 (US$ 12,540)
Likely to reach R$ 817 per month by 2015 (US$18,800)
54 million Brazilians at min wage level
Increased domestic demand
Likely increases consumption
Risks
Some industries may see significant increases in COGS
Brazil: The
Basics
3 Make or Break Issues
2012 and Beyond
Regulation & Tax
Privatization
Infrastructure Need
Auction method
Airports
São Gonçalo do Amarante Airport – R$ 170 million (3x reserve)
3 more by end of 2011
Oilfield Rights
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
The Brazilian President’s office emphasized, “[t]he government does not intend to
get involved in these investments. These investments are going to be a long-term,
private sector affair. The private sector must play a key role.”
2012 & Beyond
Infrastructure
Currency Rally & Inflation
Regulation
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Infrastructure
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Unlike the United States, Brazil is only beginning to develop its infrastructure capabilities
Domestic Growth
2014 World Cup
2016 Olympics
President Rousseff
Infrastructure background
Lula’s Program for Accelerated Growth Coordinator and is known for her technical analysis
History of funding with private capital
Opportunities exist for
US companies with capabilities to assist in infrastructure development
US companies that already possess the ability to design, develop, manufacture or deliver goods
Infrastructure
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Logistics
Rail
ALL Monopoly on rail concessions it operates
Excess capacity (profitable lines at near full capacity
ANTT road & rail regulator Recent concessions changes enables competitors to pay ALL an access fee
Road
Creating and paving many connecting routes
Air
Privatization Operations, construction opportunities
Telecom
30% of households have broadband
Inflation, Currency, Macro Trends
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Inflation
Analyst’s views very on inflation: 2012-2013 Range: low 3% to high 6%
Disagreements largely relate to labor productivity and fiscal accounts
Factors
Significant FDI lured by high interest rates and growth
Government Focus
Education
Increases in productivity
Increases in the pool of educated labor decreases wage pressure which reduces inflation concerns
Reduce Costs
Eliminated Payroll taxes for labor intensive industries like furniture and textiles in August
Inflation, Currency, Macro Trends
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
GDP Projections: mid to high single digit growth in 2013
GDP Gap
Min wage increase .6% + reduction in tax revenues from new industrial policies .4% = 1% GDP gap from expenditures & decrease of tax revenues
New Oil fields provide wealth to help fund infrastructure investment
Involvement of private sector capital in infrastructure development may reduce need for Government infrastructure expenditures (Increased privatization and licensing likely)
Impact of E.U.
Greek debt default and general credit drop of the EU which triggers a regional recession will likely also reduce growth in the US and China
This reduction in global demand will likely lead to decreased commodity prices
The impact of external noise would likely be smoothed by Brazilian fiscal and monetary counter cyclical policies; however, GDP growth would likely decrease to 2-3% in 2013
Many analysts agree that the
main risk for the Brazilian
economy is not local, rather the
potential deterioration of the E.U.
Inflation, Currency, Macro Trends
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Currency
Largely dependent on EU crisis
If no EU recession and developed banks print more money
this increased liquidity will likely keep rates low for several
years. This will likely lead to increased Brazilian Real
appreciation
Many analysts project as strong as BR$1.5 to US$1
If global distress then Brazilian Real could likely weaken to
1.7 or worse
Inflation, Currency, Macro Trends
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
Macro Trends
Min Wage
January 2012, 14% min wage increase – 54 million
receive min wage
Should support consumption and prevent downside
demand pressures
Even if EU recession, unlikely that Brazil will experience
recession
Consumption is a high % of the Brazilian economy
May impact cost of labor and COGS in your industry
Regulation
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
A Bigger Brazil: 3 prong plan to continue to spur economic growth
US$ 16 Billion in tax breaks (over 2 years)
Eliminate payroll taxes for labor intensive industries
Software, Textiles, Shoes, Furniture
Buy Brazil Initiative
Allows government agencies to pay up to 25% more for
locally produced products than similar foreign goods
Particularly when purchasing for defense, health, or high tech
communications equipment
Subsidized Loan Programs
David M. Wilson, Kegler Brown
Brazil: The Basics
3 Make or Break Issues
2012 and Beyond
dwilsonjdmba
EXPORTING OHIO TO LATIN AMERICA: A BRAZILIAN CASE STUDY
Additional Sources
UBS Investment Research: Emerging Economic Focus, UBS, August 29, 2011
A Closer Look at Brazil’s Credit Boom, Deutsche Bank EM Special Publication, July 22, 2011
Anchoring, De-Anchoring, Re-Anchoring, Bradesco Corretora Economics BBI Equity Research, September 6, 2011
Economic Outlook: Brazil, BBVA, Third Quarter 2011
Brazil Auctions Rights to Airport, WSJ, August 23, 2011
The Geopolitics of Brazil: An Emergent Power’s Struggle with Geography, STRATFOR, July 14, 2011
The Aging World, Ned Davis Research Inc, July 21, 2011
Japanese Dump Real Funds at Fastest Pace Since Earthquake: Brazil Credit, Bloomberg, September, 30, 2011
First they went for the currency, now for the land, The Economist, September 24, 2011
Gaining & Sustaining Competitive Advantage Third Edition, Jay B. Barney, 2007
Privatization and the Distribution of Assets and Income in Brazil, Economic Reform Project: Global Policy Program, July, 2000