III. Foreign Direct Investment and Privatization27
A. Foreign Direct Investment, Investment Plans and Export Potential
67. Brazil was the eighteenth highest recipient of foreign direct investment in the world in 1995.28 Given record inflows into Brazil in 1996 and 1997, Brazil will probably rank higher when information is available for all countries. Foreign direct investment financed almost half of the current account deficit in 1997 and, in view of the low level of domestic savings29 and the relative shortage of domestic capital, a further increase in foreign direct investment is vital if Brazil is to achieve the efficiency gains necessary for a sustained recovery of exports and a reversal of the sharp increase in import penetration in recent years.
68. While the growth of inflows in the past three years has been dramatic compared with the relatively low levels over the past decade, the ratio of investment to GDP in real terms is still below the levels of the early 1970s (Figure 11). The recovery of inflows owes much to:
Figure 11.Brazil: Investment, 1975-1997 (Est.)
Sources: IBGE; and Fund staff estimates
the stabilization of the economy which improved the environment for foreign investment;
the privatization process, according to central bank statistics, accounted for about one third of recent foreign direct investment in Brazil in 1997. Given the sheer size of the enterprises to be privatized and increasing foreign investor interest in the Brazilian market, inflows should continue at the same high level for the next few years.
the liberalization of policies toward foreign investment since 1995; foreign direct investment in 1997 was over US$17 billion, more than half of the current account deficit.
Investment incentives have included tax exemptions for capital goods and specific incentives for investments in less developed regions and for investments in export processing zones. Steps toward trade liberalization taken as part of the Mercosul agreement have increased the attractiveness of the region as a whole to foreign investors.
69. Since 1995 Brazil has been taking steps to improve the legislative framework for private and foreign investment, although relevant sectoral legislation has not been implemented in all cases particularly at the state level. There has been an important change in the Constitution to eliminate the distinction between Brazilian companies on the basis of resident and nonresident ownership which has allowed foreign participation in a number of areas previously reserved for domestic companies or the state (such as mining, petroleum, electricity, transportation, and telecommunications), although there are a few strategic sectors such as air transportation and cable television that are still reserved for domestic firms. The approval of a concessions law has set the framework for granting private sector concessions. Other significant policy initiatives include legislation to allow foreign capital remittances and increased intellectual property protection (see Appendix I).
70. The Brazil in Action program introduced in 1996, which outlines priority projects of the federal government, has targeted investment in infrastructure, in particular, highways, waterways and ports, and telecommunications. Relatively low levels of investment in these areas during the 1980s has raised the so-called Brazil cost due to lack of maintenance (transportation and other costs of doing business in Brazil).
71. Table 3 shows the stock of foreign investment in Brazil by country of origin for 1996. The data show that investment is fairly evenly distributed by region with North America accounting for 37 percent and Europe for 44 percent, with the United States the largest single investing country (33 percent). A small but rising share of foreign investment has come from neighboring countries, stimulated by the Mercosul agreement. Foreign investors participated in 69 percent of all mergers and takeovers in Brazil in 1997 compared with 25 percent in 1991, with the largest interest from North America.
|Outstanding Stock at End-June 1996|
|US$ billions||Percent of total|
72. While the registered stock of foreign investment in Brazil almost doubled from US$37 billion in 1991 to US$70 billion in 1996, a comparison with the stocks of foreign investment in relation to GDP in some other countries suggests that foreign investment stocks in Brazil remain low in relation to capital needs, particularly given the impact of low rates of investment in the 1980s. The stock of foreign investment averaged 17 percent of GDP between 1990 and 1997 (see Figure 11). This ratio is less than Chile (18 percent), higher than Mexico (15 percent), but only slightly more than half the 26 percent achieved by developing countries as a whole. According to an IFC study of corporate investment, a higher proportion of investment by large firms in developing countries in Asia, for example, is financed by either new equity issues or by long-term debt30. New share issues in East Asia are more than 20 times higher than in Brazil. In relation to GDP, net private capital flows in 1996 in Brazil (2 percent) remained below the average for Latin America (4.6 percent) or developing countries as a whole (4.5 percent).31
73. While there is strong evidence that foreign investment has helped to promote restructuring in the industrial sector, the impact on exports and import penetration is less clear. A recent joint survey of total investment plans by the National Confederation of Industry (CNI) and Economic Commission for Latin America and the Caribbean (CEPAL)32 reveals that, between 1992 and 1995, industrial investments were primarily directed at replacing equipment, reducing costs and removing production bottlenecks. However, the survey completed in December 1996, and based on a survey of the managers of 730 enterprises, also covers business plans in 1998/99 and here the results are more encouraging with the main focus of new investment plans concentrated on new products, expanded capacity and construction of new plant facilities.
74. The survey results are less encouraging from the point of view of export growth, indicating that investment has not been oriented to exports, but largely to the domestic market. Only 7 percent of the respondents indicated that investments in the period 1995/96 would increase exports (this figure improves to 18 percent for planned investments in 1998/99). In addition, 70 percent of respondents said that exports accounted for less than 20 percent of current production (the figure increases to 72 percent of respondents for planned production in 1998/99). The concentration of investment plans on the domestic market is perhaps not surprising. With a population of 160 million, Brazil is the fifth largest country and the tenth largest economy.33 As a result, it has attracted many of the largest multinationals, particularly in the automobile sector, and foreign-owned firms have played a major role in the economy for many years.
75. Another survey of investment plans for the years 1995–2000 by the ministry of industry, commerce and tourism (MICT)34 confirms these results, showing that investment has been concentrated on:
the consumer durables sector (automobiles, electronics, and electro-domestic goods), with the majority of the projects oriented to the domestic market, stimulated by the rapid growth of domestic demand following the reduction of the inflation tax in 1994;
basic products with low value added (such as basic metals, chemicals, cellulose and paper); and
in sectors benefitting from high tariff protection and subsidies, such as automobiles and textiles (Table 4). The import component of these activities also tends to be high.
(percent of total)
|Cellulose and paper||11.5|
|Machinery and equipment||4.4|
|Tariff protected sectors||19.8|
|Foodstuff and beverages||17.1|
|Electronics and communications||3.2|
In sum, the survey results do little to suggest that investment has improved export capacity, suggesting that much investment is inward looking and may have even increased import demand elasticities.35 The survey results are biased, however, to the extent that recent investments in infrastructure due to the widening of the privatization program to cover services are not captured (these investments should help improve competitiveness, although they would also reduce costs for importing firms).
76. The concentration of investment in areas benefitting from protection is confirmed by a simple comparison of effective rates of protection with the stock of foreign direct investment for 1995 (Figure 12).36 There appears to be a close correlation between foreign direct investment and protection for the sectors for which information is available. In the case of textiles and clothing, investment has been low despite high rates of protection. The data for chemicals is the exception and, according to the ministry of industry, commerce, and tourism, reflects high investment in the petrochemicals sector.
Figure 12.Brazil: Effective Rate of Protection and Foreign Direct Investment, 1995
Source: Central Bank of Brazil; PEA (Honorio Kume)
77. Brazil’s privatization and concessions program has been stepped up in recent years and has been an important factor in attracting new foreign investment. The objectives of the National Privatization Program (PND) launched in 1990 (besides reducing public sector debt and improving the balance of payments) were to:
reduce the role of the state through the transfer of enterprises that could be more efficiently managed by the private sector;
facilitate investment in the modernization of domestic industry and infrastructure; and
strengthen the domestic capital market through wider share ownership.
78. The institutional structure of the National Privatization Program at the federal level is shown in Table 5. Since January 1995, the National Privatization Council (CND) has coordinated the activities of the PND, replacing the Privatization Committee. The CND is chaired by the minister of planning and budget and is directly accountable to the president. Support for the execution of the program is provided by the ministries, including identification and preparation of enterprises to be privatized under the responsibility of the different ministries. There is provision for inspection and follow-up on privatization results by the federal audit council and privatization sub-committee of the lower chamber of congress with an independent follow-up by external auditors. The National Economic and Social Development Bank (BNDES) has been the government agency responsible for implementing the directives established by the National Privatization Council.
|Support to the execution of|
|Authority||Inspection, control and|
Ministers responsible for the
President of the Republic
Federal Audit Court
Committee of the Lower
Chamber of Congress
Consultants chosen by public
79. The main features of the privatization program have been:
the sale of a controlling block of shares to a core group of private investors;
no discrimination between domestic and foreign buyers, although in some cases nonresident participation in the overall capital of the enterprises may be limited (this does not prevent foreign buyers from gaining a controlling interest);
sale by public tender (auction); and
privatization proceeds at the federal level used largely to reduce public debt.
Brazil has avoided widespread public offers of enterprise shares, thus ensuring that controlling interest remains in the hands of a narrow group of investors (this is seen by BNDES as strengthening the management of the privatized enterprises). Privatization normally takes place through public auctions (this has accounted for 91 percent of total privatizations), open to foreign investors, with the final price being determined competitively by the market. A small percentage of total privatizations were by public offer (5 percent) and to employees (4 percent). Investors are allowed to use their holdings of certain type of public sector debt as payment.
80. Between 1991 and October 1997, the PND collected US$17.7 billion in revenues and transferred US$8.1 billion in debt to the private sector (Figure 13). This does not include concessions granted under Band B of the cellular telephone network of R$4.6 billion. In addition, state privatizations have totaled US$13.4 billion. The PND has privatized or sold minority participation in 55 companies, and transferred 6 railway and 4 telecommunication concessions. Despite the large number of companies that have been privatized, many of the largest public enterprises such as Telebras have yet to go through the process.
Figure 13.Brazil: Privatization Receipts, 1991–1997
81. The program concentrated initially on the industrial sector, mainly in the steel, petrochemical and fertilizer sectors. The privatization program was broadened in 1995 to include infrastructure sectors (telecommunications, electric power, transportation, sanitation and gas) as well as the financial sector. The power sector accounted for 23 percent of total privatized assets between 1991 and 1997, the steel sector accounted for 22 percent, telecommunications (18 percent), mining (12 percent), and petrochemicals (10 percent) (Figure 14).
Figure 14.Brazil: Privatization, 1991-1997
82. The largest privatization in 1996 occurred in the electricity sector with the sale of a majority control in Light, the electricity utility for Rio de Janeiro, and the sale of a 20 percent stake in the electricity distribution company for Rio, CERJ. Although progress in the banking sector was initially slower than expected, the sale of the state banks in Rio de Janeiro (Banerj) and Minas Gerais (Credireal), together with the expected sale of the state banks of São Paulo (Banespa) and Minas Gerais (BEMGE) in 1998, will complete the privatization of 80 percent of the state banking system in terms of assets. The largest privatization to date was the sale of a 42 percent stake of voting shares in Companhia Vale do Rio Doce (CVRD), the world’s largest mining company. The sale of CVRD was important because of its symbolic value, and is likely to have marked a turning point in the privatization program.
83. Investor interest in the privatization program has been highest among nonfinancial sector companies which accounted for just under half of total privatizations between 1991 and 1997. Foreign investors accounted for 13 percent of total privatizations, banks and pension funds for 28 percent, and individuals 14 percent (see Figure 14). Between 1991 and 1995, foreign participation had only accounted for about 4 percent of total privatization proceeds. The lack of interest from foreign investors during this period was explained by the initial concentration of the program on traditional industrial sectors. With the shift to privatization of infrastructure in 1996, foreign participation has increased to 35 percent. The participation of foreign capital in the privatization process is expected to continue to increase with the improvement of the regulatory systems to facilitate the privatization of public services and with the extension of the privatization process to the states and municipalities.
84. Privatization and the sale of concessions by states accelerated in 1997 with the recent agreements to restructure state debt that include specific provisions for the sale of state assets. The states own a large number of public enterprises covering water, sewerage, gas, and electricity, besides controlling a large share of Brazil’s highway and railway networks. In 1996, three state companies were privatized—CERJ (electricity), CRT (telecommunications) and Ferroeste (railway network). In the first 10 months of 1997 state privatizations accelerated to R$12 billion, with the privatization of a number of state gas and electricity utilities.
85. The acceleration of the privatization program at the state level has benefitted from a number of steps taken by the authorities to set the regulatory framework for the privatized services with the passage of telecommunications and oil deregulation laws in recent months. A National Agency for Telecommunications (Anatel) has been set up to oversee the new telecommunications structures following the sale of telephone and cellular concessions. Other actions to set the framework for the operation of privatized services include the replacement of the national department of water and electric energy in the ministry of mining and energy by a national agency for electric energy to regulate concessions in the energy sector.
86. The government is expecting significant further progress in 1998, particularly in the privatization of services and banks. The privatization program in 1998 includes the privatization of the telecommunications giant Telebras, which would be the largest privatization in the world to date. BNDES has estimated privatization revenues for the period 1998/99 of about R$70 billion (Table 6). The electricity sector including federal and state companies is expected to contribute about US$38 billion and the telecommunications sector about US$23 billion. These figures are similar to estimates of about US$80–90 billion by private financial institutions such as Citibank and Garantia (for the period 1998-2000). Projecting privatization proceeds is inherently speculative, particularly given the recent volatility in the Brazilian stock market. While proceeds could be limited by the market due to the difficulty of absorbing such a large amount of assets in a relatively short period, in practice, privatization proceeds have tended to be larger than expected. Market valuations based on the value of assets rather than economic potential can also be misleading. For example, the shares of Coelba fell sharply in the period immediately prior to privatization to a level that reflected more closely the present value of the enterprises.37 So far there is little indication that the recent turmoil in financial markets has had an impact on privatization receipts, with the privatization sales immediately following the October events yielding high premiums.
87. Nevertheless, privatization proceeds will be an important factor in stabilizing net public sector debt (the federal government has repeatedly emphasized that it will use privatization proceeds for debt reduction) and should contribute significantly to financing the current account deficit (Citicorp estimate direct foreign investment will account for about 30–40 percent of the projected privatization revenues).38
88. According to a study conducted by the Institute of Applied Economic Research (IPEA) and BNDES,39 the efficiency of 31 enterprises privatized between 1991 and 1994 increased by 100 percent measured by the ratio of sales to employees compared with the period 1981 to 1989 and by 83 percent using indices of productivity. The profitability of the enterprises went from negative to positive and investment increased by more than five times. While these results are affected by the general improvement in economic conditions during this period, it is clear that the enterprises have undergone significant restructuring with the number of employees falling by almost a half. It is noticeable that these results were better for those enterprises in which privatization resulted in a group of shareholders having a controlling stake in the privatized enterprises.
89. While this survey does not cover the services sectors privatized more recently, there is some evidence that privatization in the services sector is already bringing results. The state electricity company of Rio de Janeiro, Light, which was privatized in 1996 has reduced costs significantly with a 35 percent cut in the workforce and a 7 percent increase in real sales in the first four months of 1997 compared with the same period in 1996. The market valuation of the company has also increased to approximately US$4.7 billion compared with a sales price of US$3.7 billion in 1996 (which was considered overvalued at the time).
90. In conclusion, Brazil is becoming an increasingly important recipient of foreign direct investment after experiencing a significant decline in the mid-1980s. Initially, there was little foreign participation in Brazil’s privatization program (because of its focus on the traditional industrial sectors) and much investment took place in the consumer durables sector concentrating on the internal market, particularly in areas protected by tariff barriers. More recently, Brazil has been taking important steps to liberalize its foreign investment regime with an improvement in the regulatory regime, and the shift in the focus of its privatization program to the infrastructure areas has increased the level of foreign interest. Foreign participation in these sectors will help meet the costs of improving Brazil’s infrastructure which was heavily run-down in the 1980s and reduce the so-called Brazil cost. This is particularly important given Brazil’s relatively low savings rates and low levels of investment compared with other developing countries.
During the 1990s the liberalization of the capital account in Brazil has concentrated primarily on direct and portfolio foreign investment.
The liberalization includes changes based on three fundamental principles:
- nondiscriminatory treatment in tax regulations
- greater transparency
- increased access to the market
Regarding nondiscriminatory treatment in tax regulations, it was acknowledged that the tax burden on profit distributions to nonresidents was too high, which discouraged direct investment in Brazil. Several measures were taken to alleviate this problem, including:
- elimination of the supplementary income tax of 40–60 percent on dividend remittances in excess of 12 percent of registered capital (tax revoked as from 1/1/92 by Law 8383/91);
- elimination of the tax on net profits (revoked by Law 8383/91);
- exemption from the income withholding tax on profits and dividends (starting 1/1/96, under Law 9249 of 12/26/95);
- reduction of the rate of the income withholding tax on capital gains from 25 percent to 15 percent (starting on 1/1/96, under Law 9249 of 12/26/95);
- possibility of payment of interest as remuneration of own capital (Law 9249/95);
- reduction of the rate of the income withholding tax on royalty transfers from 25 percent to 15 percent (Provisional Measure 1559-9/97 of 1/18/97).
- The National Institute of Industrial Property (INPI) used to be the object of frequent complaints about difficulties in making remittances for royalties and technical support between parent companies and subsidiaries. Law 8383/91 and recent INPI guidelines have corrected this problem.
Important changes have been introduced to expedite and to make more transparent the decision-making process and so to reduce uncertainty for investors, such as:
- revocation of the temporary ban on dividend remittances before completion of the updating of the registration certificate at the central bank; investors may now obtain a special authorization to transfer profits by signing a liability statement (Circular Letter 2161 of 4/18/91);
- establishment of more consistent approval criteria for registration of investments in kind (Circular Letter 2165 of 5/13/91);
- dissemination of criteria concerning procedures for registration of foreign participation in capitalizations of profits and reserves (Circular Letter 2266 of 3/13/92);
- dissemination of registration criteria to be observed when restructuring or reducing the capital of companies that benefit from foreign investment (Circular Letter 2313 of 9/1/92);
- dissemination of the conditions for registration of foreign investment made by ceding patent and trademark rights to pay up capital (Circular Letter 2282 of 6/2/92).
- discriminatory treatment also followed from the central bank’s use of nominal balance sheet figures to register reinvestment of profits. To solve this problem, which caused exchange losses and thereby discouraged investment, an important regulatory change was made to index profits up to the date of capitalization (Circular Letter 2266 of 3/13/92).
Mindful of the importance of foreign investment to the modernization of the Brazilian economy and in order to encourage foreign capital inflows, the Brazilian government established new mechanisms to attract foreign funds, such as:
- direct investment in stock exchanges by foreign institutional investors (Annex IV to Resolution 1289/87, on 5/31/91);
- creation of the depositary receipts mechanism (Annex V to Resolution 1289/87, on 7/31/91);
- authorization and registration of foreign borrowing through issuance of convertible securities (on 7/16/92);
- investment in stock exchanges within the Mercosul area (on 11/13/92);
- foreign capital fixed yield funds (on 11/25/93);
- real estate investment funds (2/8/96);
- emerging company investment mutual funds (on 2/8/96).
- The measures taken by the central bank also include the establishment of, electronic declaratory registration for portfolio investments as from 12/1/96 (Resolution 2337, Circular 2728 and Circular Letter 2702, all of 11/28/96).
Beyond the progress made in the more operational rules on capital flows, amendments recently made to the Constitution of the Federative Republic of Brazil facilitated the access to the market by foreigners, including:
- Elimination of the restriction on concession of piped gas exploitation and distribution franchises solely to state enterprises (Fed. Const., Art. 25, par. 2);
- Elimination of the distinction between Brazilian enterprises—those which are established under Brazilian law and have main offices and administration in Brazil—and Brazilian-capital Brazilian enterprises—those whose effective control is permanently under the direct or indirect ownership of individuals domiciled and resident in Brazil or of entities under domestic public law—thus replacing the reference to preferential treatment for small domestic-capital enterprises with preferential treatment for small enterprises established under Brazilian law and having main offices and administration in Brazil (Fed. Const., Art. 170, IX and Art. 171).
- Modification of the requirement that only Brazilians and domestic-capital Brazilian enterprises be allowed to prospect for and explore mineral resources or exploit their potential; these activities may now be conducted solely by Brazilians and Brazilian enterprises established under Brazilian law and having main offices and administration in Brazil (Fed. Const., Art. 176, par. 1);
- End of the state telecommunications monopoly (Fed, Const., Art. 21, XI and XII, a).
- The Concessions Law, published on February 13, 1995, is yet another important advance. Its purpose is to provide the government with a legal instrument laying down general rules for the state’s delegation of the provision of public services. Under this system, franchise holders invest for their own account and at their own risk and are remunerated by charging a tariff. Therefore, domestic and foreign private initiative will now be able to operate in the areas of electricity (generation, transmission, and distribution), telecommunications, transportation, road, port and airport construction, basic sanitation, and water supply.
Moreover, the authorities have also recognized that Law 4131—which was enacted over 30 years ago, on 9/31/62, and remains in force as the basic regulation of foreign capital in Brazil—needs to be revised, so that it can be brought up to date and meet the demands of the evolving markets.
In this regard, a draft law under consideration by the National Congress is based on the principle of equal and uniform treatment of foreign and domestic capital regardless of how it entered the country. It seeks to encourage foreign capital, favors long-term capital, and recognizes recent progress toward more flexible exchange rules and the worldwide trend to capital account liberalization. The draft law is innovative in that it regulates both the treatment of foreign capital in Brazil and the treatment of Brazilian capital invested abroad.
Citicorp Securities Inc.1997“Privatization Revisited” Brazil MonitorJune.
International Finance Corporation1991Financing Corporate Growth in the Developing World.
Ministry of industry commerce and tourism1996Survey of Investment Intentions and Decisions in Brazil: 1995–2000.
National Confederation of Industry1997Investments in Brazilian Industry 1995/99: Characteristics and Determinants.
OECD Secretariat1997Brazil’s Request for Observership and Proposed Adherence to the 1976 Declaration and International Investment and Multilateral Enterprises: Examination and Foreign Direct Investment PoliciesJune.
PinheiroA.1996Profitability Dividends and Investment in Public Enterprises: A Contribution to the Debate about Privatization in Brazil.
Prepared by Graeme Justice.
Brazil’s domestic savings rate of 19 percent is similar to that of the rest of Latin America, but well below that for developing countries (28 percent in 1996).
International Finance Corporation.
National Confederation of Industry (CNI), Investments in Brazilian Industry, 1995/1999: Characteristics and Determinants, 1997.
Ministry of industry, commerce and tourism, survey of investment intentions and decisions in Brazil: 1995–2000, 1996.
The orientation of firms toward the domestic Brazilian market can be illustrated by a comparison of the operation of General Motors in Mexico and Brazil in 1993. Although the Mexican affiliate employs three times more than the Brazilian one, its exports are ten times as high as those from Brazil. Furthermore, the Mexican affiliate exported two-thirds of its output and the Brazilian affiliate only 7 percent.
The latest data for foreign direct investment are for July 1995 (from the Central Bank of Brazil). This is compared with data on effective rates of protection for December 1994. There was a change in effective rates in early 1995 with effective rates of protection for the automobile regime increasing to 271 percent (effective rates in other sectors did not change substantially). However, the change in the effective rates of protection should not effect the results shown in Figure 4 significantly, especially as the changes would only effect investment with a lag.
This estimate is lower than that of Garantia which expects that about 60 percent of privatization proceeds will come from foreign investment.