Latin America e-report 2012

IBERIAN LAWYER

Special FocuS latin america 2012The winners and the losers

an abstract from iberian lawyerJuly / august 2012

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• IBERIAN LAWYER • July / August 2012 www.iberianlawyer.com26

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July / August 2012 • IBERIAN LAWYER • www.iberianlawyer.com 41

Special FocuS: latin america

As Iberian companies look abroad to balance the Eurozone crisis, they are increasingly turning to Latin America in the hopes of capitalising on its growth and opportunities. But while some regions are booming, others are still battling with legal risk and domestic distress. The question of where, and where not, to invest is back at the top of Iberian agendas.

Despite the European crisis and the slowdown of the US economy, much of Latin America continues to experience economic growth. Many of its countries now have long-term stable economic conditions, and expropriation and political risk, aside from one or two notable exceptions, seem to be a thing of the past.

The high credit ratings of many has opened them up to large, long-term foreign investors, and significant investment opportunities exist, with the development of projects in a wide array of sectors, crying out for funding.

Latin American countries currently have common needs, says Manuel Galicia Romero, a Founding Partner of Galicia Abogados in Mexico. “All our economies are growing and you cannot sustain that growth without energy and infrastructure, so there is a need, and therefore opportunities, for foreign investors.”

Many Iberian companies have already invested huge amounts in the region over the years, most notably Spain´s Santander, BBVA, and telecoms giant Telefónica, and Portugal’s EdP, Galp Energia and Portugal Telecom. And law firms also have not been shy in their efforts in coming forward, with the likes of Garrigues and Uría Menéndez with well established relations in the region, and the Portuguese, of course, with close contacts in Brazil, for example, PLMJ and Vieira de Almeida. And beyond the largest of firms, most lawyers have strong referral relationships across Latin America.

But while the region is clearly on a better economic path than Europe, dig a little deeper, and there are clear winners and losers in the opportunity stakes. And investors had better beware of putting every Latin American country in the same basket, say lawyers.

Down and outArgentina, once one of the highest receivers of foreign investment in Latin America, after

Las empresas ibéricas están acercándose

cada día más a América Latina para aprovechar

el crecimiento y las oportunidades que ofrece

la región. Mientras que algunos países están

floreciendo y abriéndose a inversión externa,

otros siguen mostrando restricciones regulatorias

y riesgos por inestabilidad política o normativa. La

cuestión que encabeza las agendas de las empresas es cómo evaluar el riesgo sin perder oportunidades

de negocio.

Brazil, is now in sixth place behind some that have a far lower GNP, says Máximo Luis Bomchil, Managing Partner of M. & M. Bomchil in Argentina. “Things are very slow, and there’s practically no foreign investment.”

Since 2003, the Government has not been very friendly towards investors, according to lawyers, closing the economy and frightening any potential ones in the process. “Since 2011, the Government administration has tightened capital controls to prevent Argentines from moving their savings overseas,” says Santiago Carregal, a Partner at Marval, O’ Farrell & Mairal, “and has nationalised Spain’s oil company YPF and tapped central bank reserves to finance spending”.

The economy is in disarray and the current trade war with Spain has not done any favours to its international image. What investment there is comes from neighbouring countries such as Brazil and Mexico, and there has been practically none from Europe or the US. Investment as a whole is falling strongly, with its contribution to GNP going from a previous high of 22% to around 14%, say lawyers.

But while the overall outlook is not good, there are still some opportunities to be found for brave, and clever, investors among them technology and tourism. Mining (gold, silver, potassium, copper) is definitely one of the sectors with potential, says Carregal at Marval, O’ Farrell & Mairal. “The regulations for this sector are quite stable, therefore the industry will continue to grow. The Federal Government and provinces are eager to receive royalties and dividends in hard currency so they will maintain these policies.”

Venezuela is another example of a fallen jurisdiction, being perceived as less and less attractive for foreign investment. Its political and economic regime is closed and protectionist, and for a long time it has been leaning further towards an economic crisis.

the winners and the losers



This reflects a lack of economic policies that do not allow for the promotion of economic development, say lawyers.

But while it is close to the edge, all is not lost. Foreign investment in Venezuela in traditional industries has been lacking for several years, says Fernando Peláez Pier, the highly respected former President of the IBA and a Partner at Hoet Peláez Castillo & Duque. “The oil sector, however, is still of interest to foreign investors mainly from China, Russia and other Asian countries, with companies implementing major infrastructure projects.”

While this side of Latin America is less likely to make the headlines, others are firmly in the spotlight – the region’s winners. A group of economies that are defying the odds, growing and prospering.

rising starWhile Latin America is imperfect, and Colombia is part of that imperfection, it is known as one of the better jurisdictions to invest in, says Glenn Faass, Managing Partner of Norton Rose Colombia. It has never had any nationalisations or expropriations, has the highest regard and respect for contracts, and is rapidly shedding its unsavoury civil war history and drug-trading reputation.

The country is also increasingly opening up to foreign investment, with a significant amount in recent months, says Jaime Herrera, a Founding Partner of Posse, Herrera & Ruiz Abogados, especially in the energy, mining, infrastructure and engineering sectors. Tourism, financial and pharmaceuticals are also active, while European interest is primarily in telecommunications, finance and consumer products.

The energy and mining sector, however, remain the most dynamic, with a National Development Plan for investment between 2010 and 2014 calling for additional funds for development, expansion and modernisation projects. In the telecommunications sector, the Colombian Government is also currently looking for strategic partners for Computers for Education, 472 (the Governments Post Office) and Vive Digital Plan (internet connections), adds Herrera at Posse, Herrera & Ruiz Abogados.

While notorious for its security risks, and a reputation for corruption, these have largely diminished over the past 10 years due to a huge effort by the Government. And a push has seen a high number of Free Trade Agreements being executed over recent years, with the agreement between Colombia and the EU expected to be in place by the end of the year.

Legal proceedings are also transparent and open, by Latin American standards, but that doesn’t mean they are effective, fast or cheap, says Faass at Norton Rose Colombia. “While the

right person ultimately wins in litigation, it takes time, but at least you have the prospect of transparent justice.”

Bureaucracy is still a problem, however, and the Government is making serious attempts to resolve it, he adds. But by its very nature, bureaucracy is very resilient to attempts to remove it.

Battling for the top spotOver recent years, Chile has consistently offered an economic and political stability not seen in most of its neighbours, say lawyers, and foreign investment has been growing, in particular from US, Europe and now Asia.

With an excellent track record in terms of transparency, rule of law, democratic regulations and a responsible political class, says Jorge Carey, Chairman of Carey y Cía in Chile, the country is particularly well positioned to receive international investments.

The energy sector is booming, as is the mining sector, copper in particular, and while infrastructure has improved it continues to need funds for projects ranging from roads and ports to water treatment plants and hospitals. Some years in the pipeline, the building of a new bridge connecting mainland Chile to the Island of Chiloé has finally been confirmed by the Government, with bidding for the project to start by the end of the year, and to cost around a billion dollars.

With various trade and double taxation agreements in place, the Government is actively promoting legal safety and certainty. Specifically, there is a regime of ‘foreign investor contracts’, signed with the Government that grants certain rights to foreign investors, including non-discrimination and tax stability.

The system in Chile tries to assure them that they can repatriate their investments and that they will receive the same economic treatment as a local investor, says José Miguel Carvajal, a Partner at Morales & Besa in Chile . “You should not have surprises when investing in Chile.”

However, while some say that investors could still face the risk that the country returns to the bad economic policies of the past or populist and protectionist measures, lawyers say this is highly unlikely.

a close secondThis year, it is expected that Mexico’s economy will grow more than four percent, which is higher than in other Latin American

countries, says Juan Francisco Torres Landa, a Partner at Barrera, Siqueiros y Torres Landa in Mexico, particularly Brazil, which is one of Mexico’s top competitors.

The US remains Mexico’s main investor, while Spain continues to be very active in the financial services, energy and infrastructure sectors – Spanish banks Santander and BBVA being clear examples of the potential for diversification in the region, with significant success. And there is also

Foreign investment in Venezuela in traditional industries has been lacking for several years. The oil sector, however, is still of interest to foreign investors mainly from China, Russia and other Asian countries, with companies implementing major infrastructure projects

Fernando Peláez PierHoet Peláez Castillo & Duque, Venezuela

“”



downwards, and are now at 2.5 percent, down from higher than three at the start of the year.

The country is not without problems, however, with uncertainty on taxes and a biased and slow judiciary, says Luis Antonio Semeghini de Souza, a Partner at Souza, Cescon, Barrieu e Flesch.

Foreign investors may therefore face some red tape in obtaining approvals and licences, especially because they have three levels of government – federal, state and municipal. “Furthermore,” says Freire at TozziniFreire Advogados, “specific regulatory agencies may also need to approve the transaction, depending on the sector.”

Brazil’s tax burden in 2011 was also one of the highest in the world representing 36% of the GDP, hindering its national economic development and competitiveness, and discouraging investment. Reforms have been promised for the past 15 years, say lawyers, but so far none has been forthcoming. And its Commercial Code dates back to 1850, and is still applies to businesses with no specific legislation, such as e-commerce. While a new law is with the National Congress, its track record for efficiency is not great according to lawyers – the current Civil Code took 30 years to negotiation in the Senate and Congress.

“The Government is always saying that the country needs more investments in infrastructure, and this is a top priority,” says Pedro Aguiar de Freitas, Managing Partner of Veirano Advogados in Brazil. “However, there is a great deal of bureaucracy and inefficiency, which is hindering precisely the investment we need.”

Beat the competitionWhile Iberian companies may wish to capitalise on the potential opportunities in Latin America to mitigate the global crisis, they are of course now facing stiff competition from their Latin counterparts. “There are so many opportunities here in Brazil,” says Aguiar de Freitas at Veirano Advogados, “that unless it is for very strategic reasons or benefits their domestic operations, Brazilian investors are not looking abroad”.

With lawyers across parts of the region echoing similar statements, and the growing trend for inter-regional investment, one cannot deny that those closest to Latin America are already taking advantage of what is seemingly one of the more resilient regions in the face of the global crisis.

While one needs to be sure to carefully assess the risks before attempting to reap the rewards, Iberian companies would be wise to act now. There are reasons why winners win the race, and those in second place lose.

a growing trend within Latin America for inter-regional investments, says Galicia Romero at Galicia Abogados ,with Brazil, Colombia and Peru, for example, becoming active investors in Mexico.

The auto industry has also become essential to Mexico’s growth over the past two years, as salary increases in China have meant that Mexico, with its lower labour costs, has become a much more attractive place to base plants and manufacturing facilities.

While the volatility of the Mexican Peso is one potential risk for investors, explains Torres Landa at Barrera, Siqueiros y Torres Landa, the reality is that Mexico’s lack of foreign exchange restrictions gives investors a level of certainty associated with the ability to covert funds without registration or regulatory hurdles.

leading the wayBrazil is still top of the class, and seen as one of the safest destinations for foreign investors, with its sophisticated capital markets, favourable laws and equal treatment of

domestic and foreign capital. Huge projects are being implemented,

despite the global crisis, particularly in infrastructure, renewables and the oil & gas supply chain. “2012 will see various infrastructure projects and public procurement proceedings carried out by the

Federal Government,” says José Luis Freire, Managing Partner at TozziniFreire Advogados

in Brazil, including airports, highways, ports, railways, power, telecommunication and, in

particular, oil and gas. Spanish companies are key players here and also in the energy sector, with companies such as Iberdrola and Abengoa topping the investment stakes.

The discovery of a new area of 1,6 trillion cubic metres of reserve in the pre-salt layers has the potential to be five times bigger than the country’s current oil and gas reserves. Due to difficulties extracting from those layers, Brazil will need a high level of new technologies, equipment and processes that it currently doesn’t have, says Albert Castelló, Spanish & Latin American Desk Manager at Felsberg e Associados in São Paulo. “There are therefore many opportunities for local and foreign investors in this area.”

The first privatisations of Brazilian airports, for example, drew much investor interest, and the Government is expected to launch a second round soon, which will include the airport of Rio de Janeiro. And, with events such as FIFA 2014 World Cup and the Rio 2016 Olympics, the tourism sector is thriving.

Lawyers, however, say that investors must look carefully at currency risk to ensure that variations in the Real will not affect their expected returns. And while Brazil’s position at the head of Latin America’s leaderboard remains strong, the country is starting to feel the effects of the crisis in Europe. The IMF forecasts for its economic growth are being revised

While the volatility of the Mexican Peso is one potential risk for investors, the reality is that Mexico’s

lack of foreign exchange restrictions gives investors a level of certainty associated with the ability to convert

funds without registration or regulatory hurdles

Juan Francisco Torres LandaBarrera, Siqueiros y Torres Landa, Mexico

“”



at last, mexico opening its doorsNew president indicates a need for investment in infrastructure and energy, signalling opportunities for foreign investors

When Felipe Calderón became President of Mexico in late 2006, he promised billions of dollars of investment for the country’s infrastructure and energy projects. Six years later, there is an air of disappointment.

“Not many of the promised projects went through,” says Juan Carlos Serra, an Energy and Mining Partner at Basham Ringe & Correa. “There has been some activity in ports, water treatment plants, renewable energy and minor roads, but not the big projects that were expected.”

Optimism has now been revived after Enrique Peña Nieto won the general election in July. He has put his weight behind schemes such as the Querétaro-Mexico City high-speed rail link, new light rail systems in Guadalajara, Mexico City and Toluca, plus the revamp of commercial and cargo airports in places such as Atlangatepec Quintana Roo and Veracruz. The country’s ports and renewable energy sector have also been

promised investment. Carlos Serra, however, says that

international investors need to be aware of local rules. “Under Mexican legislation, private companies are only allowed to sell electricity – and LNG too – to the state-controlled entity, although the rates are decent,” he adds. “The only other options are to self-supply domestically or export electricity, but that can only be bought by a shareholder of the generating company.”

He says that working closely with local companies is a good initial strategy, something companies such as Mitsui have benefited from, but is hopeful that the political appetite is there for reform.

But while reforms are not expected until the middle of 2013, there is a definite mood for change, says Carlos Serra. The new President has already said that he wants private investment in the infrastructure and energy sectors, opening the door to potential opportunities for foreign investors.

Aunque el anterior presidente de México prometió inversiones de infraestructura y energía, que no vieron la luz, Juan Carlos Serra, de Basham Ringe y Correa afirma que, con el nuevo presidente, se restablece la confianza de llevar a cabo nuevos proyectos en este país con interesantes oportunidades para los inversores extranjeros.

Juan Carlos Serra

It’s not surprising that a country the size of Brazil needs a strong domestic power market to drive its growth. But traditional energy sources, such as coal and gas, are being overtaken by renewable energy in recent years. And solar is poised to become the next big investment, says Mauro Penteado, an infrastructure and project finance Partner at Machado Meyer Sendacz & Opice Advogados in São Paulo.

“Wind power has been the main focus for Brazilian renewable energy,” he says. “Nobody expected wind to be feasible, but the Government brought in generous subsidies in transmission and distribution tariffs and also guaranteed price to buy energy generated from wind projects that won the energy auction – which helped greatly.”

The Government is currently reviewing similar incentives for commercial solar projects. At present solar deals are too expensive, but a decent transmission and distribution tariffs discount offered by new regulation could reduce these costs by up to 80 percent. Brazil is aiming to

open an auction for a programme of solar projects in 2014, mainly in the north west of the country.

“There are a few projects in the pipeline, notably some of the stadia for the 2014 World Cup will have solar panels,” says Penteado, “and everyone is expecting activity to increase greatly, especially if an energy auction is launched by the Government only for solar projects”.

Local companies, like Bioenergy and Sistema de Energia Renovavel, have already pledged to invest in solar, but the push will also be of great interest to international companies. Permits are lenient too, with organisations given up to five years to construct solar schemes.

“Spanish solar developers have the knowledge and capabilities from their strong local and international experience to benefit,” says Penteado. Companies should start preparing now, to be able to capitalise once the auctions are announced.

a new kind of energy

Brasil necesita un mercado energético más fuerte para crecer. Sin embargo las energías convencionales, como el gas o el carbón, están siendo sustituidas por las energías renovables, siendo la solar la próxima gran inversión, dice Mauro Penteado, de Machado Meyer Sendacz & Opice Advogados.

Mauro Penteado



the uS: a platform for latin american transactionsBusinesses operating across Latin America are increasingly utilising US legal entities or US law to structure their operations in the region

La inversión ibérica a través del Atlántico no

fluye directamente entre Iberia y América Latina,

sino que a menudo utiliza los EE.UU. como plataforma neutral, dice

Xavier Ruiz, de K & L Gates. Asimismo, los

negocios que operan en América Latina están

utilizando cada vez más entidades legales estadunidenses o las

leyes de los EE.UU para estructurar sus

operaciones en la región.

Xavier Ruiz

The flow of Iberian investment across the Atlantic is not merely between Iberia and Latin America, much increasingly goes through and via the US, says Xavier Ruiz, Partner with K&L Gates in New York.

The past year has seen a strong continuation of the trend of Spanish businesses looking well beyond Latin America for new opportunities, he says. “We have seen companies investing in the US, opening new plants, businesses or, as a result of mergers and acquisitions, acquiring local companies. Much of this activity is being undertaken not only with the goal of expanding across the US but also across the continent.”

New York law is the default option governing finance transactions (especially project finance) in Latin America, and this is also true for projects developed or sponsored by Spanish companies in the region, says Ruiz. The main reasons to choose New York law are related to custom and practice, as the principal lenders for projects in Latin America are New York-based financial institutions, as well as multilateral organisations based in Washington DC, such as the Inter-American Development Bank and the International Finance Corporation.

They also relate, however, to the legal certainty brought by New York law, which allows an almost absolute freedom of contract and does not generally impose any legal requirement on the parties. Among the benefits is the fact that the contracts are almost always self-contained, says Ruiz, relative to those conducted under civil law, and agreements do not require a prior knowledge of existing Codes or additional regulation. “Under US law, the parties are able to set out everything of relevance in a single document.”

Because certain countries in Latin America, including Chile, Colombia, Mexico, Peru and of course Brazil are nowadays stable both politically and economically (they have been spared from the international financial crisis), country risk is no longer a factor when determining whether a local project is financeable. Therefore, US and multilateral lenders are generally evaluating projects in those countries solely on the basis of their economics.

Joint ventures and corporate transactionsIn addition to financing transactions, New York law (and to a lesser extent the laws of other US states, such as Florida, California

or Delaware) is increasingly being chosen as the law governing joint ventures and even acquisition transactions in the region, for the same reasons of practice and legal certainty. Because US and Spanish companies are generally market leaders in multiple industries in Latin America, adds Ruiz, they often team up for projects in the region or engage in corporate transactions there. “However, Spanish law is hardly ever chosen as the law governing those transactions, but the parties tend to favour the choice of US law.”

The joint investments being made encompass a broad scope of business sectors, says Ruiz, but the best opportunities currently being developed are in the energy, transportation and telecommunications industries (whether as contractors, sponsors or operators), as well as in the finance industry.

Recent examples he highlights include operations where one company co-ordinates the technology and the other the distribution and logistics, again utilising New York law. “When we discuss the benefits of such structures with potential international investors, we often point out the volume of US and Spanish investment already being made across the region – they remain number one and two in terms of investment value, and therefore have significant local knowledge and resources.”

For cross-border Latin American transactions or project financing, the US also offers a neutral platform for the parties, says Ruiz. “We see many Latin American operations of Spanish companies being increasingly managed from Miami, which is a location that offers not only excellent transport links across the US and Latin America, but also a depth of legal and transactional expertise available.” New York, Washington DC, Chicago, Houston and Dallas are strong alternatives to Miami.

Miami is also the preferred site for the resolution of commercial disputes through arbitration involving Latin American companies, due to its location, practice expertise and Spanish language skills of a good number of local practitioners, adds Ruiz.

His own firm has an office in the city, which is a favoured location for Spanish and Latin American companies looking to establish a permanent presence to service the US market.



capitalising on colombiaInfrastructure has become a focus for the Colombian Government, resulting in a huge need for investment to cover its ambitious projects

Colombia’s lack of infrastructure has become a high priority for the Government, and time is of the essence for investors to capitalise, says Glenn Faass, Managing Partner and co-founder of Norton Rose’s Colombia practice. Norton Rose picked up two offices in Colombia as part of its recent merger with Canadian firm Macleod Dixon.

Historically, Colombia’s geography has limited the Government’s ability to penetrate and extend essential services into parts of the country. “We also experienced historic levels of rainfall over the past couple of years, and so infrastructure that did exist has been seriously damaged.” Roads, bridges and buildings have been destroyed, which has made a bad situation worse, he adds.

As a consequence, the Government has put a very high focus on infrastructure and is offering out projects for bidding at an incredibly fast pace. “They are primarily offering public-private-partnership projects in ports, airports,

roads, almost anything you can imagine because the need is so great,” says Faass.

One thing about Colombia that people don’t realise is that the barriers to foreign investment are very low. “I have worked in half a dozen countries and am familiar with the investment regime in at least half a dozen more,” says Faass, “and I don’t know of anywhere as open to investment as Colombia”.

To take advantage, investors should first familiarise themselves with the country, and the legal, financial and fiscal regimes. Also identify where in the country it is feasible to work, as while security is not nearly as much of an issue as in Colombia’s past, there are still areas where it would not be advisable to do so. Also, monitor the various governmental and Infrastructure Agency websites, to see what bids are coming up and when.

But Iberian companies need to start acting now, stresses Faass, because the projects, and the opportunities, are out there for the taking.

La falta de infraestructura en Colombia se ha convertido en un foco prioritario para el Gobierno del país, con ambición de llevar a cabo grandes proyectos y ofreciendo incentivos para la inversión extranjera, dice Glenn Faass, de Norton Rose Colombia.

Glenn Faass

Mediation, as a tool, is not always top of a company’s priority list. Manuel Alvarez-Trongé, Head of the Latin American Desk at Bartolome & Briones in Buenos Aires, however, believes that mediation is growing in importance, thanks to the economic crisis.

An Argentine Lawyer, qualified mediator and former in-house Counsel, Alvarez-Trongé has spent his career keeping disputes away from the courts.

He points to countries such as Argentina, where mediation has been mandatory since 1991, as encouraging the dispute resolution models beyond traditional litigation and arbitration.

“While some companies and lawyers were wary of mediation to start with, it has become well-established in Argentina and beyond,” he adds. Indeed, most companies expanding into new markets now routinely include carefully-worded mediation clauses.

Alvarez-Trongé believes that mediation offers three main benefits. First, the process can be a lot speedier than arbitration and litigation, which can drag on for years.

Second, as a result, it can be considerably cheaper than heading straight to the courts. Finally, there is the issue of confidentiality.

“Mediation tends to be confidential and that is important, especially in Latin America,” he remarks. “Court judgments can be publically available, which means journalists can obtain and publish sensitive information about cases.”

Mediation is also less risky because the power remains with the lawyers. For instance, if there was concern about the quality of the mediator, then either side could elect to use a new mediator.

“There is very little risk,” Alvarez-Trongé concludes. “As long as companies have strong mediation clauses and very good local lawyers, it should be easy to get a satisfactory agreement.”

Ultimately, the recession has also meant that the companies have to think differently, he says, particularly when it comes to cost, and mediation offers a more cost-efficient way of settling commercial disputes. Crucial in today’s economic climate.

multinational mediation

Manuel Alvarez-Tronge, de Bartolomé & Briones, afirma que debido a la crisis económica y la limitación en la liquidez de las empresas, la mediación en conflictos nacionales o internacionales se percibe ahora como una herramienta interesante que ofrece soluciones prácticas mediante procesos de negociación asistida.

Manuel Alvarez-Trongé


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an abstract from iberian lawyerJuly / august 2012

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Latin America e-report 2012

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