Doing Business

in Latin America

How to support your business

partners in a fluctuating political and

economic environment

• Speakers:

o Luciano Dequech, General Counsel - Odebrecht

Agroindustrial S.A.

o Gonzalo Rovira, Regional IP & Licensing Strategy, Policy,

Regulation and Government Lead Latin America & Brazil

Region - Monsanto Company

o Martín Castro, Legal & Public Affairs Manager -

Bridgestone Argentina

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Rank 1-38

Rank 39-76

Rank 77-114

Rank 115-152

Rank 153-189

10 topics :

1. Starting a business

2. Dealing with construction permits

3. Getting electricity

4. Registering property

5. Getting credit

6. Protecting minority investors

7. Paying taxes

8. Trading across borders

9. Enforcing contracts

10. Resolving insolvency

Source: Doing business database – World Bank Group

Ease of doing business

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Source: Doing business database – World Bank Group

There is a

connection

between the

ease of doing

business and the

growth of a

country

Ease of doing business / Growth Momentum

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What is the connection?

It´s all about politics: open markets vs closed

markets

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Doing business in Latin America is like riding a

roller coaster

Why?

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But despite the ups and downs, the growth is

there…

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The difference in GDP forecast varies depending on the source, but there is a growth

So, what can the Legal Department do to be a

business partner?

�Understand the political/economic environment

�Preempt risks and to be a problem-solver by

maximizing opportunities (SWOT analysis)

�Litigation vs Negotiation

�Be a Game-changer

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General remarks

� Latin America is not one country, not even the Spanish-speaking ones.

� Personal relationships matter, everywhere.

� The importance of effective compliance programs (Ethics is also Corporate Social Responsibility).

� The evolution of the role of the In-House Counsel: Lawyer + Compliance + Public Affairs.

� Law outsourcing assessment: The importance of choosing the right law firm.

Tips

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� Trade barriers

� Labor issues

� New regulations

� Compliance: antitrust, anti-bribery

� Enforcement of the law

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Trending legal topics

How to deal with Trade Barriers?

Closed markets Semi-closed markets Open Markets

� Mexico/Chile/Colombia/Peru: Trade Barriers reduced. Broad FTAs

with North America, EU, Japan and some Latin American countries.

� Mexico: Deregulation in foreign investment, foreign trade, energy

and telecommunications sector. Argentina in the 90s.

� Brazil: Permits to import. Automatic & Non-Automatic Licenses

(WTO).

� Argentina: Permits to import. From Non-Automatic Licenses to

certain products to DJAI (Advanced Affidavits) to import everything.

WTO DS444 – Argentina Import Measures: What can we expect after

Jan. 1st 2016?

� Antidumping in the region.11

How to deal with Labor issues?

� Labor laws: With certain exceptions (Chile) the region is becoming

more and more protective - Labor Bill of Laws – The problem of work-

related accidents and illnesses.

� Light Duty Assignments: An increasing issue in factories.

� Contract termination: Reinstatements in Argentina – candidates

running for the position of union representative (immunity).

� Outsourcing: Joint and Several Liability. Precedent #331 of Brazil

Superior Labor Court.

� Unions: Dealing with unions in the region.

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How to deal with new regulations?

� Common Law vs Continental Law

� Consumer Protection Laws: regulation being more restrictive in the

region - The cultural difference between US consumer and Latin

American consumer - Class Actions – Price Observatory, regulations

on supply.

� New Civil & Commercial Code in Argentina: New regulation of

commercial channels (distribution, franchise) - the importance of

negotiation.

� New Civil Procedure Code in Brazil: Practical tips to consider.

� Reinstatements: Reinstatements in Argentina – the issue of

candidates running to be representatives of the union.

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Corruption perception Index around the world

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Corruption Perception Index in Latin America

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How to deal with Compliance issues?

� Corruption: Broad anti-bribery laws and bill of laws almost

everywhere since 2010: Law 12,846 in Brazil, Anti-corruption system

reform in Mexico, Law 1474 in Colombia, Anti-corruption projects in

Chile. Law 25,188 on Public Services in Argentina.

� Antitrust: Competition laws and projects almost everywhere since

2000: Law 25,156 in Argentina, Law 12,529 in Brazil, Colombia

regime, Chile DL 211, Law 26,876 in Peru.

� Enforcement: It will always depend on politics. The importance of an

independent judiciary. The risks of using Local Regulatory Authorities

to maneuver economic policies in closed and semi-closed markets.

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How to deal with Compliance issues?

� The importance of effective compliance programs:

� Corruption and unethical business behaviors are cultural

problems. To address them properly requires a cultural solution.

� The importance of effective regional compliance programs

(Corporate Social Responsibility): how to effectively spread the

importance of an ethical behavior beyond the company.

� Best practices in the region.

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General remarks

*The average time of enforcement might vary significantly per country

Source: Doing business database – World Bank Group

• Is it worth filing a lawsuit? The importance of knowing the judicial/administrative precedents and the cultural environment of the country (again, politics)

• The advantage of settlements

Economy

Average Time

(Days)*

Cost

(% of claim)

Procedures

(number)

Latin America &

Caribbean736.9 30.6 39.8

Enforcement

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• Stifling regulations

Interventionism

Increasing tax levies

• Threat of Corruption/Money

Laundering despite recent

regulations

• Closed markets

• Commodities boom helped

governments to postpone

reforms and unpopular measures,

but now it might be the time for a

deregulation

• Cultural problem, cultural

solution = The importance of

effective Compliance programs

• Huge profits / Time to invest

General remarksChallenges Opportunities

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General remarks

Questions?

Thank You!

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