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### Viewing cable 05BRASILIA119, BRAZIL INVESTMENT CLIMATE STATEMENT 2005

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Reference ID | Created | Released | Classification | Origin
--- | --- | --- | --- | ---
05BRASILIA119 | 2005-01-12 14:38 | 2011-07-11 00:00 | UNCLASSIFIED | Embassy Brasilia

`

    This record is a partial extract of the original cable. The full text of the original cable is not available.

` `

    UNCLAS SECTION 01 OF 11 BRASILIA 000119

    SIPDIS

    STATE PASS TO USTR
    STATE FOR EB/IFD/OIA

    E.O. 12958: N/A
    TAGS: EINV KTDB BR OPIC USTR
    SUBJECT: BRAZIL INVESTMENT CLIMATE STATEMENT 2005

    REF: 04 STATE 250356

    ¶1.   This cable transmits Mission Brazil's submission
    of the 2005 Investment Climate Statement.

    Introduction - Openness to Foreign Investment
    ---------------------------------------------

    ¶2.   Openness to Foreign Investment.  Brazil knows that
    achieving sustained, rapid growth depends on foreign
    investment and has lifted many restrictions in recent
    years to encourage such investment.  The 1962 Foreign
    Capital law and subsequent amendments govern most
    foreign investment.  Foreign investors have been
    permitted to invest in the Brazilian stock market since
    ¶1991.  The Brazilian Congress approved constitutional
    amendments in 1995 to eliminate the distinction between
    foreign and national capital.  New rules, which
    liberalized considerably foreign investment in equities
    and put foreign investors essentially on an equal
    footing with Brazilians, took effect in 2000.  During
    the high point of the privatization program, Brazil was
    the second largest destination for foreign investment
    among emerging markets, with a peak inflow of $32.8
    billion in 2000; the country remains a leading
    investment destination.

    ¶3.   Constitutional amendments passed in 1995 opened
    formerly closed sectors, such as petroleum,
    telecommunications, mining, power generation, and
    internal transport to foreign investors.  In 2002,
    Congress approved a constitutional amendment permitting
    foreign investors to own up to 30% of media companies.
    Restrictions remain on foreign investment in a limited
    number of sectors:  nuclear energy, health services,
    media, rural property, fishing, mail and telegraph,
    aviation and aerospace.  In December 2004, the Congress
    approved and the President signed, the Public-Private
    Investment (PPP) bill that promotes joint ventures in
    infrastructure investment.  The law creates a federal
    guarantee fund to protect investors in federal PPPs.
    In almost all cases, at least 30% of project must be
    private investment funds.

    ¶4.   New or expanded foreign investment in the banking
    sector is technically forbidden by the Constitution of
    ¶1988.  However, since 1995 entry or expansion has been
    approved on a case-by-case basis; the vast majority of
    requests for entry or expansion have been granted.
    Foreign banks currently account for one third of the
    total net worth of the banking system and 27% of total
    banking system assets. Since 1996, the insurance sector
    has been open to foreign investors, and most major US
    firms are already represented, mainly via joint venture
    arrangements.  Brazil maintains a government-owned
    reinsurance monopoly, the Brazil Reinsurance Institute
    (IRB).  Plans to privatize the IRB were delayed by
    court challenges.  While the Supreme Court decided in
    September 2004 that the privatization was
    constitutional, the Lula administration has not decided
    to resubmit to Congress a bill privatizing IRB.  A 2003
    Constitutional amendment allows the regulation of the
    reinsurance sector, and permits new market entrants.
    Implementing these provisions would require passage of
    a complementary law, which is not yet on the
    Congressional agenda.

    ¶5.   In 1991, Brazil embarked on the world's largest
    privatization drive, selling off more than US$ 100
    billion worth of assets.  Since 2002, however,
    privatization has virtually stopped.  Through 2004,
    Brazil realized $87.5 billion in sales revenue and
    another $18.1 billion in debt transfer as a result of
    the national privatization program.  Foreign investment
    accounted for $42 billion, or 48% of the total.  One
    third of the foreign investment was from the US ($14
    billion).  With the exception of power-generation
    sector, most of the largest state enterprises have been
    sold, and privatization activity has died down since
    2001:  in 2002, it totaled only US$ 2 billion; in 2003
    there were no privatizations; and through the first
    half of 2004 the sole new privatization was that of the
    State Bank of Maranhao, for US$ 26.6 million.
    ¶6.   The privatization of the energy sector also was
    halted.  In December 2004, Brazil conducted its first
    auction of long term energy supply contracts under a
    new energy regulatory framework advanced by the Lula
    administration in which the federal government now
    plays a more central role in establishing energy demand
    forecasts and energy prices.  Analysts, companies and
    regulators have expressed concern that the more
    centralized government role and low auction prices will
    inhibit private investments.

    ¶7.   During the early 1990s, foreign direct investment
    (FDI) was a crucial source of financing for Brazil's
    balance of payments.  However, since 2001 the trade
    balance has improved sharply, helping produce actual
    current-account surpluses in 2003 and 2004.   This
    trend has enabled Brazil easily to weather the steep
    continuing decline of FDI, from $ 22.5 billion in 2001
    to $16.6 billion in 2002 and just $10.1 billion in
    ¶2003.  FDI in 2004 is estimated to have increased to
    about $16 billion.

    ¶8.   Brazil has undertaken a significant reduction in
    trade barriers in recent years. In 2004, Brazil's
    average Normal Trade Relations (NTR) tariff was 10.8%,
    versus 32% percent in 1990, according to the Foreign
    Trade Secretariat of the Ministry of Development,
    Industry and Foreign Trade.

    Conversion and Transfer Policies
    --------------------------------

    ¶9.   There are few restrictions on converting or
    transferring funds associated with an investment.
    Foreign investors may freely convert Brazilian currency
    in the unified foreign exchange market wherein buy-sell
    rates are determined by market forces.  All foreign
    exchange transactions, including identifying data, must
    be reported to the Central Bank.  Foreign-exchange
    transactions on the current account have been fully
    liberalized in practice, and in 2000 the Central Bank
    greatly simplified requirements for capital-account
    transactions.

    ¶10.  Foreigners investing in Brazil must register their
    investment with the Central Bank within 30 days of the
    inflow of resources to Brazil.  Registration is done
    electronically.  Investments involving royalties and
    technology transfer must be registered with the patent
    office (INPI) as well.  Investors must have a
    representative in Brazil and register with the
    Brazilian securities commission (CVM).  Subsequent
    transactions, such as reinvestment of profits, may also
    have to be registered with the Central Bank.

    ¶11.  Foreign investors, upon registering their
    investment with the Central Bank, are able to remit
    dividends, capital (including capital gains), and, if
    applicable, royalties.  Remittances must also be
    registered with the Central Bank.  Dividends cannot
    exceed corporate profits.  The remittance transaction
    may be carried out at any bank by documenting the
    source of the transaction (evidence of profit or sale
    of assets) and showing that applicable taxes have been
    paid.

    ¶12.  Foreign loans obtained abroad no longer require
    advance approval by the Central Bank, provided the
    recipient is not a government entity (loans to
    government entities still require prior approval).
    Upon concluding the transaction, the loan must be
    registered electronically with the Central Bank.  In
    most instances, the registration is completed
    automatically.  Automatic registration is not issued
    when the costs of the operation are "not compatible
    with normal market conditions and practices."  In such
    instances, the loan is reviewed by the Central Bank; if
    the Central Bank does not respond within five working
    days, the registration is considered complete.

    ¶13.  Interest and amortization payments specified in
    the loan contract can be made without additional
    approval from the Central Bank.  That also applies to
    early payments, if there is a provision in the contract
    for early payment.  If the contract does not have such
    a provision, early payment requires prior approval by
    the Central Bank.  According to Central Bank officials,
    this requirement is to ensure accurate records of
    Brazil's stock of debt, and all requests have been
    approved since the new guidelines were issued in 2000.

    ¶14.  In addition to payments associated with registered
    loans and investments, there are other approved
    procedures for transferring funds abroad that in
    practice can be used for a wide range of purposes.

    ¶15.  Capital-gain remittances are subject to a 15
    percent income withholding tax.  Repatriation of an
    initial investment is exempt from income tax.
    Beginning in 2000, lease payments were assessed a 15
    percent withholding tax.  Remittances related to
    technology transfers are not subject to the tax on
    credit, foreign exchange, and insurance (IOF), although
    they are subject to a 15% withholding tax and an extra
    10% Contribution of Intervention in the Economic Domain
    (CIDE).  Loans with terms of 90 days or less must pay
    the IOF (5%), while those of longer maturity do not.
    In 2002, Brazil eliminated the application of the
    financial transaction tax (CPMF), which is currently
    0.38%, to stock market transactions.  Brazil has no
    double taxation treaty with the US, but does have such
    treaties with a number of other countries, including,
    among others, Germany, Japan, France, Italy, the
    Netherlands, Canada and Argentina.

    Expropriation and Compensation
    ------------------------------

    ¶16.  There have been no expropriatory actions in Brazil
    in the recent past nor any signs that the current
    Government is contemplating such actions.  In 1999, a
    state government sought and obtained a court ruling
    canceling contractual obligations, signed by the prior
    state government, associated with the partial
    privatization of a state electricity company.  The U.S.
    investors are appealing the court ruling.  In 2003, a
    newly inaugurated government in another state refused
    to honor a number of contracts the previous state
    government had signed with a range of Brazilian and
    foreign investors; the parties involved continue to
    negotiate these contract disputes and have had recourse
    to local courts.  Some claims regarding land
    expropriations by state agencies many years ago have
    been judged by courts in US citizens' favor.  There
    remain individuals who have not yet been compensated
    because the states have appealed these decisions.

    Dispute Settlement
    ------------------

    ¶17.  Brazil is not a member of the International Center
    for the Settlement of Investment Disputes (ICSID - also
    known as the Washington Convention), but it is a party
    to the New York Convention of 1958 on the recognition
    and enforcement of foreign arbitration awards.  In
    August 1995, Brazil ratified the 1975 Interamerican
    Convention on International Commercial Arbitration, as
    well as the 1979 Interamerican Convention on
    Extraterritorial Validity of Foreign Judgments and
    Arbitral Awards.

    ¶18.  Arbitration clauses in contracts are not
    automatically enforceable.  Foreign arbitral awards
    require confirmation by a court of the country in which
    the award was rendered and by the Brazilian Supreme
    Court.  This confirmation is procedural in nature, and
    not meant to consider the merits of the case.
    Confirmation by the Supreme Court allows the claimant
    to enforce the arbitral award through Brazilian courts.
    The Supreme Court has confirmed foreign arbitral awards
    between two private parties in multiple cases.

    ¶19.  There is some legal controversy in Brazil over
    binding foreign arbitration between foreign investors
    and state entities.  Some Brazilian legal
    interpretations claim this is prohibited under
    Brazilian law on the grounds that it infringes the
    sovereign rights of the state.  The Federal Government
    nevertheless maintains, in the absence of a definitive
    judicial ruling on the issue, that it can agree to
    binding foreign arbitration and routinely enters into
    contracts that allow for such arbitration.

    ¶20.  This legal uncertainty, as well as congressional
    politics, has held up ratification of Bilateral
    Investment Agreements that Brazil has signed with about
    fourteen countries (not including the US), which call
    for arbitration by either ICSID or a panel set up under
    the United Nations Rules for International Commercial
    Law.  Given the doubts about the applicability under
    Brazilian law of these international arbitration
    provisions to Brazilian government entities, the
    government in December 2003 withdrew the agreements
    from consideration for Senate ratification.

    ¶21.  Brazil has a functional commercial code that
    governs most aspects of commercial association, except
    for corporations formed for the provision of
    professional services, which are governed by the civil
    code.  In December 2004, Congress approved an overhaul
    of the bankruptcy code.  The reforms create a system,
    modeled on Chapter 11 of the U.S. bankruptcy code,
    which allows a company in financial straits to
    negotiate a restructuring with its creditors outside of
    the courts.  In the event a company does fail despite
    restructuring efforts, the reforms give creditors a
    better chance at recovering their debts.  An
    overburdened court system is available for enforcing
    property rights but decisions can take years.  Judicial
    reform measures enacted in December 2004 streamline
    administrative procedures, and, by introducing the
    concept of binding precedent, should, over time, make
    judicial decisions more predictable.

    Political Violence (As It May Affect Investments)
    --------------------------------------------- ----

    ¶22.  Brazil's major urban centers suffer from
    significant drug trafficking-related and organized
    crime-related violence.  Poverty, gangs, drugs and a
    lack of government resources have combined to erode
    state authority in some urban slums (favelas).  There
    have been episodes of drug-related violence prompting
    major police crackdowns, particularly in Rio de
    Janeiro.  Police have been implicated in significant
    human rights violations, including extra-judicial
    killings, abuse of prisoners, and other criminal
    activity.  Since mid-2003 the Landless Workers'
    Movement  (MST) has continued its aggressive invasions
    of a variety of agricultural interests, both domestic
    and foreign, in its campaign to force redistribution of
    land.  In rural areas, powerful landowners, sometimes
    aided by police or private security agents, have used
    violence to settle land disputes, including but not
    limited to those with the MST or indigenous peoples,
    and to influence the local judiciary.

    Performance Requirements and Incentives
    ---------------------------------------

    ¶23.  Geographic preferences consist of tax benefits for
    investment in less developed parts of the country, such
    as the Northeast and the Amazon, with equal application
    to foreign and domestic investors.  These benefits have
    succeeded in attracting some major foreign plants to,
    for example, the Manaus Free Trade Zone, but most
    foreign investment remains concentrated in the more
    industrialized southern part of Brazil.  Individual
    states have sought to attract investment by offering ad
    hoc tax benefits and infrastructure support to specific
    companies.  Some municipalities provide land on
    favorable terms for industrial development.

    ¶24.  In firms employing three or more persons,
    Brazilian nationals must constitute at least two-thirds
    of all employees and receive at least two-thirds of
    total payroll.   Foreign specialists in fields where
    Brazilians are unavailable are not counted in
    calculating the one-third permitted for non-Brazilians.

    ¶25.  The Special Agency for Industrial Financing
    (FINAME) of the National Bank for Economic and Social
    Development (BNDES) provides financing for purchases by
    Brazilian firms of Brazilian-made machinery and
    equipment -- capital goods with a high level of
    domestic content.  The government also has a series of
    smaller programs designed to assist small and medium
    sized businesses export.

    Right to Private Ownership and Establishment
    --------------------------------------------

    ¶26.  Foreign and domestic private entities may
    establish, own, and dispose of business enterprises.

    Protection of Intellectual Property Rights (IPR)
    --------------------------------------------- ---

    ¶27.  Brazil is a signatory to the GATT Uruguay Round
    Accords, including the Trade Related Aspects of
    Intellectual Property (TRIPS) Agreement, signed in
    April 1994.  Brazil is a member of the World
    Intellectual Property Organization (WIPO) and a
    signatory of the Bern Convention on artistic property,
    the Washington Patent Cooperation Treaty, and the Paris
    Convention on Protection of Intellectual Property.  In
    August 1992, Brazil removed its reservations and fully
    accepted the Stockholm revision of the Paris
    Convention.  Brazil has not yet ratified the WIPO
    Treaties on Copyright and Performances and Phonograms.
    As a result of continuing problems regarding protection
    of intellectual property rights, principally in
    enforcement, Brazil remains on the Special 301 priority
    watch list following the early 2004 review.

    ¶28.  Patents. In most respects, Brazil's 1996
    Industrial Property law brings its patent and trademark
    regime up to the international standards specified in
    the TRIPS Agreement.   However, the law includes
    compulsory licensing and local working requirements
    which may be TRIPS-inconsistent.  The law would
    theoretically permit the grant of a compulsory license
    if a patent owner has failed to "work" (i.e. locally
    manufacture) the patented invention in Brazil within
    three years of issuance.  Brazil has agreed to consult
    with the US before any potential invocation of the
    local working requirement; to date, Brazil has yet to
    grant a compulsory license.

    ¶29.  Trademarks. The fraudulent use of internationally
    "famous" marks has been a problem in Brazil.  However,
    the Industrial Property Law has provided improvements
    in Brazil's trademark regime, including better
    protection for internationally known trademarks.  Some
    foreign firms have been successful in court actions
    against trademark infringement.  Trademark licensing
    agreements must be registered with the National
    Institute of Industrial Property (INPI) to be
    enforceable; however, the failure to register licensing
    agreements will no longer result in cancellation of
    trademark registration for non-use.

    ¶30.  Copyrights.  Brazil's copyright law generally
    conforms to world-class standards.  Likewise, its
    software copyright protection law contains provisions
    that introduce a rental right and an increase in the
    term of protection to 50 years.  Despite passage of
    these copyright laws in 1998, widespread piracy of
    copyright and trademark material remains a problem.
    Government efforts to stem the flow of pirated goods
    through its ports and across the border with Paraguay
    have, to date, been largely unsuccessful.  The US
    private sector estimates that trade losses from
    copyright infringements (including from piracy of
    videocassettes sound recordings and musical
    compositions, books and computer software) were $907
    million in 2003.
    ¶31.  In May 2001, the Government created an inter-
    ministerial committee to address copyright piracy, but
    a national strategy for combating piracy on a
    comprehensive scale has yet to emerge.  A sting
    operation at a border crossing in Foz do Iguacu in
    early 2003 also resulted in the arrest of a number of
    government officials involved with smuggling
    operations.  A significant number of raids and seizures
    were carried out in 2004 in the same border region, as
    well as in Sao Paulo and Rio de Janeiro.  The judicial
    system, however, remains an ineffective deterrent.

    ¶32.  To enhance enforcement efforts, the Brazilian
    Congress passed a law in July 2003 that establishes
    prison terms of two to four years for copyright
    violations, not only for those selling pirated
    products, but also for those convicted of renting,
    smuggling, hiding or acquiring counterfeit copyright
    products.  The new law also establishes procedures for
    making arrests and destroying confiscated products.  A
    much-publicized Special Congressional Inquiry into IPR
    piracy completed its report in June 2004, amidst
    considerable sensation after a reputed piracy kingpin
    was arrested on charges of trying to bribe the chairman
    of the inquiry commission.

    ¶33.  Integrated Circuit Layout Designs.  A government-
    drafted bill to provide protection for the layout
    design of integrated circuits (computer mask works) was
    introduced in the Brazilian Congress in April 1996.
    The draft law was still under discussion in 2004.
    However, the Government's Industrial Policy measures
    announced in early 2004 prioritize passage of this bill
    to stimulate innovation in local production.

    Regulatory System (as it pertains to investments)
    --------------------------------------------- ----

    ¶34.  Although some improvements have been made, the
    Brazilian legal and procedural system is complex and
    overburdened.  State courts in particular can be
    subject to political influence.  The central government
    has historically exercised considerable control over
    private business through extensive and frequently
    changing regulations.  The bureaucracy has broad
    discretionary authority.

    ¶35.  Taxes are numerous and burdensome, but do not
    discriminate between foreign and domestic firms,
    although in a few instances there have been complaints
    that the value-added tax collected by individual states
    (ICMS) is set to favor local companies.  Taxes on
    commercial and financial transactions are particularly
    burdensome, and businesses complain that these taxes
    hinder international competitiveness of Brazilian
    products.  Brazil has separate value-added tax systems
    run by the federal and state governments, and also
    imposes several invoice taxes that are cumulative.  In
    2002, one of the invoice taxes was converted to a value-
    added tax.  In 2003, the administration presented tax
    reform legislation to congress that would simplify the
    value-added tax collected by the states and convert
    another invoice tax to a value-added tax, but this
    draft legislation was subsequently deferred until at
    least 2005.

    ¶36.  Regulatory agencies for sectors such as
    telecommunications, energy and transportation are a
    relatively young phenomenon in Brazil.  ANATEL, the
    country's telecommunication agency, handles licensing
    and assigns bandwidth.  The National Petroleum Agency
    (ANP) is commended by the industry for its fair
    handling of auctions of oil exploration blocks and its
    willingness to assist industry in seeking to simplify
    regulatory procedures such as environmental licensing.
    Conversely, in the electric power sector, many
    companies have complained about the high level of
    regulatory risk, for example the tariff review process
    and the implementation of the Brazil's new energy
    policy.  The federal government in 2003 passed
    legislation setting fixed three-year terms for
    directors of the regulatory agencies.  New legislation
    to further clarify the roles and responsibilities of
    the regulatory agencies and consolidate into one the
    multiple laws governing each separate regulator
    currently is being considered by the Congress.

    Bilateral Investment Agreements (BITs)
    --------------------------------------

    ¶37.  Brazil has signed Bilateral Investment Agreements
    (BITs) with fourteen countries.  There are two Mercosul
    investment-related agreements:  the Buenos Aires
    Protocol ("extra-bloc") and the Colonia Protocol
    ("intra-bloc"); the latter has not been signed by
    Brazil.  Seven of the bilateral investment treaties
    have been sent to the Brazilian Congress, but have not
    been ratified.  All of these treaties pending
    ratification were withdrawn from Senate consideration
    by the Executive in late 2003.  The Executive cited the
    need for further review of the treaties so as to avoid
    potential juridical conflicts.  At issue are the
    international arbitration clauses of these treaties,
    which may not be binding on Brazilian government
    agencies under Brazilian law. The US signed an
    Investment Warranty Treaty with Brazil in 1965 (OPIC).
    The US and Brazil currently have no plans to discuss a
    BIT.

    OPIC and Other Investment Insurance Programs
    --------------------------------------------

    ¶38.  Programs of the Overseas Private Investment
    Corporation (OPIC) are fully available, and activity
    has increased in recent years.  The size of OPIC's
    exposure in Brazil may occasionally limit its capacity
    for new coverage.  For more information on OPIC, please
    go to http://www.opic.gov.

    ¶39.  Brazil became a member of the Multilateral
    Investment Guarantee Agency in 1992.

    Capital Outflow Policy
    ----------------------

    ¶40.  There are few restrictions on converting or
    transferring funds associated with an investment.
    However, the Central Bank has broad administrative
    discretion in regulating remittances, which in the past
    has created problems for foreign investors.  At this
    time, foreign investors may freely convert Brazilian
    currency at the "commercial" rate.  The Central Bank is
    working on a new regulatory regime for capital flows to
    simplify bureaucratic requirements while retaining
    necessary reporting requirements.

    ¶41.  There has been a relaxation since 1991 of the
    restrictions on the remittances of royalty payments for
    patent and trademark use between subsidiaries
    established in Brazil and the parent office
    headquartered overseas and on remittances of franchise
    contract royalties.  A 1992 INPI resolution simplified
    procedures and, in particular, eliminated a number of
    requirements (but not all) concerning technology
    transfer agreements.  No royalties or other fees may be
    transferred between related companies for the use of
    software.

    Labor
    -----

    ¶42.  The Brazilian labor force comprises nearly 84
    million workers in a wide range of occupations and
    industries.  Nearly half of the labor force is employed
    in the service sector, roughly a quarter in
    agriculture, and the retail and manufacturing sectors
    combine to employ another quarter.  The participation
    of women, who now account for over 40 percent of the
    labor force, continues to grow.  The labor market has a
    high rate of informal sector employment; most sources
    estimate that at least half of all workers are not
    formally registered, pay no income taxes, and do not
    enjoy full protection under the law.  About a quarter
    of all workers are self-employed.

    ¶43.  Unemployment - Significant. The Brazilian
    Institute of Geography and Statistics (IBGE) calculates
    an average unemployment rate for the country based on
    data collected monthly in Brazil's six largest
    metropolitan areas.  According to this survey, the
    unemployment rate in November 2004 was 10.6%.   This
    average masks some significant variation, from a high
    of 15.9% in Salvador to a low of 7.8% in Porto Alegre.

    ¶44.  Real Wages Halt Decline, Disparities Significant.
    Real wages in 2004 halted an almost decade long slide.
    Real wages were up 2.6% in November 2004 over November
    ¶2003.  The average monthly wage in Brazil's six largest
    cities was approximately 905 Reals (approximately $332)
    in November 2004, and the minimum monthly wage was
    raised from 240 Reals ($80) to 260 Reals ($87) in April
    ¶2004.  These averages gloss over some stark wage
    inequalities, as the wealthiest 50% of the Brazilian
    population earn nearly 90 percent of the total income.
    Earnings also vary significantly by region and
    industry.  The typical industrial worker in Sao Paulo,
    for example, earns about three times as much as the
    average retail worker in the northeastern state of
    Bahia.

    ¶45.  Differences in earnings are caused in part by the
    regional disparity in educational attainment and in the
    availability of skilled workers.  According to a 2002
    survey by IBGE, 60 percent of the population has fewer
    than 8 years of schooling, with this number reaching 45
    percent in the Southeast (including Rio and Sao Paulo)
    and 70 percent in the Northeast (including Recife and
    Salvador).  Illiteracy rates also exhibit regional
    disparities.  The IBGE reports that about 11 percent of
    the population is illiterate, with 7 percent illiteracy
    in the Southeast and 21 percent in the Northeast.

    ¶46.  Unions Play a Significant Role.  Labor unions,
    especially in sectors such as metalworking and banking,
    tend to be well-organized and aggressive in defending
    wages and working conditions.  In more remote areas
    with smaller local unions, however, unions tend to be
    less effective.  Union members account for
    approximately 12 percent of the workforce, but unions
    represent more than twice this number in collective
    bargaining.  Unions, which are funded largely by a
    mandatory tax equivalent to one day's wages per year,
    are obliged to represent all formal sector workers in a
    professional category and geographical area, regardless
    of membership status.

    ¶47.  The Ministry of Labor estimates that there are
    over 16,000 labor unions in Brazil, but Ministry
    officials note that these figures are inexact.  Local
    unions often associate with state federations and
    national confederations in their professional category.
    In addition, four major labor federations, known as
    "centrals," have emerged: the Workers' Unitary Central
    (CUT), the Union Force (Forca Sindical - FS), the
    Workers' General Confederation (CGT), and the Social
    Democratic Union (SDS).  Labor unions channel much of
    the political activity of the labor movement.  They
    also organize strikes and salary campaigns involving
    multiple professional categories and represent workers
    in many governmental and tripartite councils.  While
    some labor organizations and their leadership operate
    independently of the government and of political
    parties, others are viewed as closely associated with
    political parties.

    ¶48.  Extensive Regulation, Slow Legal System.  The
    labor code is highly detailed and relatively generous;
    formal sector workers are guaranteed 30 days of annual
    leave, an annual bonus equal to one month's salary, and
    severance pay in the case of dismissal without cause.
    Brazil also has a system of labor courts that are
    charged with resolving routine cases involving unfair
    dismissal, working conditions, salary disputes, and
    other grievances.  Currently, over 2.5 million cases
    languish in the labor court system, where they may
    remain unresolved for four or five years.  The
    Brazilian government is attempting to reduce this
    backlog and increase the efficiency of the labor courts
    through recent initiatives to expedite legal procedures
    and increase the number of claims that are resolved
    before reaching the courts.
    ¶49.  Labor courts have the power to impose an agreement
    on employers and unions if negotiations break down and
    either side appeals to the court system.  As a result,
    labor courts routinely are called upon to determine
    wages and working conditions in industries across the
    country.   The system is tantamount to compulsory
    arbitration and does not encourage collective
    bargaining.  In recent years, however, both labor and
    management have become more flexible and collective
    bargaining has assumed greater relevance.  The Inter-
    Union Department of Socioeconomic Studies and
    Statistics (DIEESE) no longer collects data on the
    number of strikes each month.  Strikes have been a
    frequent occurrence, however, particularly among public
    sector unions.  During 2004, federal police, health
    workers, social security workers, university staff, and
    customs officers were out on strike.

    Major Foreign Investors
    -----------------------

    ¶50.  According to the Central Bank's most recent
    foreign-capital census (December 2000), the US was the
    largest single foreign investor in Brazil followed by
    Spain, Netherlands, France, Germany and Portugal.
    Investment from the Cayman Islands began growing
    rapidly in 1995 and is thought to represent mainly
    repatriation of Brazilian capital entering the country
    as foreign investment and, to a lesser extent,
    investment activity by other national groups.
    Investment from Spain and Portugal surged beginning in
    1998 due to involvement in telecom privatizations and
    greatly increased investment in the banking sector by
    Spain.

    ¶51.  The stock of direct foreign investment in Brazil
    stood at $103 billion as of December 2000, the most
    recent year for which detailed data is available.  Of
    this, the US had the largest share at about $24.5
    billion (24%).  Spain had 11.9% of the total ($12.2
    billion) and The Netherlands 10.7% ($11.0 billion).
    Investment inflows since 2000 (not net of capital
    repatriation or depreciation) have amounted to about
    $65 billion.

    ¶52.  Four US companies - GM, Bunge, Cargill and IBM -
    are among the top twenty domestic firms.  Six of the
    top ten importing firms in 2003 were foreign: Nokia,
    Motorola, Bunge, Volkswagen, Ford Motor Co. and
    DaimlerChrysler.  Five of the top ten exporters --
    Bunge, Volkswagen, Cargill, General Motors and Ford --
    represented foreign investment.

    Efficient Capital Markets and Portfolio Investment
    --------------------------------------------- --

    ¶53.  Banking Shakeout Results in Improved System.  The
    Brazilian financial sector is large and sophisticated,
    in part a legacy of the high inflation period when good
    financial management was critical to financial
    survival.  Despite current moderate inflation rates,
    bank-lending spreads remain extremely high due to
    taxation, repayment risk, lack of judicial enforcement
    of contracts, high mandatory reserve requirements and
    administrative overhead.

    ¶54.  Brazilian banks have weathered a difficult period
    of consolidation and streamlining over the last decade.
    The elimination of high inflation in the mid-1990s, and
    with it the disappearance of so-called "float income,"
    led to liquidity problems among many banks.  A series
    of failures, mergers, and acquisitions took place in
    1996 and 1997; three of the country's ten largest banks
    failed and were taken over by other banks, and some 20
    smaller banks were liquidated.  Today, the financial
    sector is fairly concentrated, with the 10 largest
    institutions accounting for over 65% of financial
    sector assets.  Lending by these institutions is
    likewise focused on the largest companies, leaving
    small and medium-sized companies underserved.  The
    surviving banks have returned to profitability; the
    largest banks attained record profits in 2002 and 2003
    despite the weak economy.

    ¶55.  Most government-owned banks, in particular those
    that were owned by state governments, have been
    privatized.  These insolvent institutions were taken
    over by the federal government, liquidated, privatized,
    or transformed into development agencies.  Three
    federally owned banks, the largest in the country,
    still play a prominent role in the financial system.
    These federal banks, while in better shape than their
    state-level counterparts, were also undercapitalized
    and carrying poorly performing loans, many the result
    of the loss-making "social" lending.  These banks have,
    to an extent, recapitalized by selling back government
    bonds.  Extraordinary bank profits in 2002 and 2003
    also have improved the health of their balance sheets.
    As part of an effort to prevent the need for future
    recapitalizations of these federal banks, the
    government now requires that loss-making social lending
    programs by any government-owned bank be supported with
    an explicit government subsidy.

    ¶56.  Dealing with the bank failures and consolidations
    of the last several years has led the Central Bank to
    strengthen bank audits, implement more stringent
    internal control requirements, and tighten capital
    adequacy rules to better reflect risk.  It also
    established loan classification and provisioning
    requirements.  These measures are applied to private
    and publicly owned banks alike.

    ¶57.  Stock Markets Not an Option For Most Companies.
    Only a few, primarily large, corporations raise capital
    through the Brazilian stock exchanges.  In 2003, two
    new issues in the primary market raised $174.3 million.
    In June 2004, Brazilian airline Gol executed an initial
    public share offering simultaneously on the Sao Paulo
    and New York stock exchanges.  Nevertheless, the total
    number of companies listed on the Sao Paulo stock
    market (BOVESPA) fell to 361 as of June 2004, compared
    to 399 in 2002 and 428 in 2001.  Some companies find
    the benefits of maintaining a listing on the stock
    exchange do not justify the cost.  Total turnover in
    the secondary market was $68.1 billion in 2003.
    Trading is highly concentrated, with the top 10 stocks
    accounting for over 50 percent of turnover.  Some 71
    Brazilian firms, including Petrobras, Embraer, Banco
    Itau, CVRD, Brasil Telecom and Ambev, are also listed
    on the NYSE via American Depository Receipts (ADR's).

    ¶58.  In 2000, with the intent of promoting the stock
    market and improving liquidity, the numerous regional
    stock markets agreed to consolidate.  All stock trading
    is now done on the Sao Paulo stock market, while
    trading of public securities is conducted on the Rio de
    Janeiro market.  The Sao Paulo stock market also
    launched a "New Market," in which the listed companies
    would comply with strict corporate governance
    requirements.  As of June 2004, the new market has 31
    listed companies.

    ¶59.  Until recently, up to two-thirds of a
    corporation's capital could be preferred (non-voting)
    shares, so that it was possible to achieve majority
    control of voting shares, in some cases, by holding
    only 17 percent of total capital.  In 2001, the
    Congress approved a law that limits preferred shares
    for new issuances to 50 percent.  The same proposal
    strengthens rights for minority shareholders.

    ¶60.  The Brazilian Securities Exchange Commission (CVM)
    directly regulates the stock exchanges, brokers,
    distributors, pension funds, mutual funds, and leasing
    companies.  In 2001, new legislation granted the CVM
    independence and established stronger penalties against
    insider trading.

    ¶61.  In January 2000, Brazilian regulators removed a
    number of remaining restrictions on foreign portfolio
    investment.  As a result, foreign investors - both
    institutions and individuals - can directly invest in
    equities, securities and derivatives.  The foreign
    investors are required to trade derivatives and stocks
    of publicly held companies on established markets.

    ¶62.  Export Credit Availability.  BNDES, the government
    national development bank, is the primary Brazilian
    source of longer-term credit, and also provides export
    credits.  FINAME (Special Agency for Industrial
    Financing) provides foreign and domestic companies
    operating in Brazil financing for the manufacturing and
    marketing of capital goods.  FINAMEX (Export Financing)
    is a part of FINAME, which finances capital good
    exports for both foreign and domestic companies.  An
    export credit program for capital and some consumer
    durable goods, known as PROEX, was established in 1991.
    PROEX receives funds from the National Treasury to
    offer assistance in the areas of interest rate
    equalization, capital and other goods exports, and
    service exports.

    ¶63.  Other Issues: Accounting and Mergers.  Wholly
    owned subsidiaries of multinational accounting firms,
    including the major US firms, are present in Brazil.
    The failure of major banks and large businesses during
    1995, notwithstanding positive financial statements
    prepared by the major accounting firms, raised doubts
    about the credibility of these financial statements.
    Beginning in 1996, auditors have been personally liable
    for the accuracy of accounting statements prepared for
    banks.

    ¶64.  Brazilian law recognizes mergers, in which one
    company loses its separate identity by being merged
    into another, and consolidations, in which the pre-
    existing companies are extinguished and a new entity
    emerges.  The procedures for both are essentially the
    same.  Sales of Brazilian companies usually result from
    private negotiations, rather than stock exchange
    activities.  Acquisitions resulting in market
    concentration in excess of 20 percent are subject to
    review by the Administrative Council for Economic
    Defense (CADE) under Brazil's 1994 Anti-trust Law.

    DANILOVICH

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