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  • Our brazil practice
  • Did you know?

    • Brazil is the world’s fifth largest country by both geographical area and population.
    • Total foreign direct investment inflows into Brazil in 2014 surpassed $62bn, double the amount attracted in 2007.
    • As well as its traditional exports strengths (sugar, coffee, meat and orange juice), Brazil is also an exporter of transport equipment, textiles and heavy machinery equipment, among others. 
    • 10 Brazilian companies are listed in the FT500 for 2014 (the top 500 companies in the world by market cap) – Freshfields has acted for six of them. 

    Despite some of the recent gloomy headlines, Brazil still has great strengths.

    It is the world’s third biggest food exporter and it will be a major oil exporter by 2020. It has manufacturing jewels such as aircraft maker Embraer, and is developing a world-class research base in biotechnology, genetic sciences and deep-sea oil and gas technology.

    However, investing in new markets such as Brazil comes with risks. Investors need to make careful, well-informed decisions to take advantage of the vast opportunities available.


    Commercial issues

    Foreign investment expected to boost the infrastructure sector

    In 2012, the Brazilian government announced an ambitious $400bn privatisation programme which covers airports, ports, highways and railways. The auctions for airport concessions in Rio de Janeiro and Belo Horizonte showed strong appetite from European, American and Asian investors. 

    Brazil’s major infrastructure plans, and preparation for the Olympic Games, will likely drive foreign investment in Brazil in coming years. 

    Energy (including renewable energy) attracting a lot of attention

    Brazil’s energy sector, especially oil and gas, has championed private investment in the country and the total amount of expected investment by 2017 totals $229bn. The oil and gas bids seem to be gaining rhythm again. After three successful bidding rounds in 2013, the 13th round is expected to occur on the second of 2015, focusing on offshore areas on Brazil’s eastern margin. Studies for a new pre-salt bid are also ongoing for 2016. ANP, the oil and gas industry regulator, has increased its level of scrutiny of oil and gas operations (total penalties imposed over the last three years increased by approximatively 240 per cent) and other governmental authorities such as antitrust and customs have also increased focus on the sector. 

    The recent corruption scandals in the sector also impacted the industry, especially with service providers, as the scrutiny on compliance will increase both from Brazilian authorities as well as upstream companies.

    A growing consumer market

    Brazil’s economic growth in the last 10 years has been propelled by the emerging middle class and the increase in population, creating over 100 million consumers and encouraging national and foreign investment in consumer markets.

    Foreign private capital has been responsible for a substantial amount of investment and deal flow in areas such as telecommunications, pharmaceuticals, education and insurance.


    Legal issues

    Growing private equity involvment in Brazilian M&A market

    There has been a huge growth in M&A activity from both Brazilian and international private equity funds choosing to invest in Brazil. M&A activity is being driven by investments in infrastructure, agribusiness, construction and building materials. Infrastructure improvements especially require a huge amount of investment. Consumption and construction value chains have grown significantly. Agribusiness, an area in which Brazil holds a competitive advantage, attracts many foreign companies. As these industries are still fragmented, they present opportunities for consolidation and technology improvements.

    Private equity will be a key driver of M&A activity in Brazil for the next couple of years. TMT looks like the sector that will attract the most attention, while consumer products, retail and education will also be popular.

    Red tape

    Brazil’s complex legal system and bureaucracy often struggle to cope with the sophisticated M&A, financing and other transaction structures demanded by international investors.

    It often takes several months to incorporate a new company and it will normally take over a year to get an environmental permit for a new factory in Brazil. Investors need to build these delays into the investment timetable and be patient. 

    Brazilian tax is a nightmare

    There are many layers of complexity to Brazilian tax rules. Court judgments can be inconsistent and Brazilian companies often have ongoing tax court cases. Withholding tax is another big issue. 

    BIT-risky

    Brazil has not ratified any bilateral investment treaties (BITs) so these investment protections are not available for international investors in Brazil.

    Arbitration

    International arbitration is the preferred dispute resolution mechanism for domestic and cross-border disputes given the slow and complex local Brazilian court system.

    Antitrust

    Brazil moved to a pre-closing antitrust filing and clearance regime in May 2012 and our antitrust team has worked with regulator in Brasilia to help it adapt its procedures for international M&A. 

    Corruption

    Brazil has just implemented a new anti-corruption legislation to bring it more in line with international standards. This law imposes strict corporate liability for corruption and joint and several liability for parent companies, officials and investors. 



  • A focus on Brazil: what you need to know