terça-feira, 20 de novembro de 2012

Joint Ventures conflicts in Brazil

Please also check:  10 tips for foreigners who wish to endeavor in joint-ventures in Brazil

 As usual,  I'm sharing here a discussion with an unidentified reader of the blog.


I read your opinion on JV in Brazil which is very interesting. I work as a legal and I have to write a memo for an US company about "How to invest in energy in Brazil". First, I was wondering why Brazil is not a member of ICSID ? Arbitration in that case would be the only way of resolution of international investment disputes .

Are other alternatives ? Why in your post you tell that Arbitration must  preferably  be pursued outside of Brazil.

It seems that lei n° 9307 DE 23.09.1996 e lei 10.406 de 10.01.2002 (codigo civil Brasileira) are acknowleging well the arbitration in Brazil.

Do you have more opinion about company law and JV in Brazil in order to increase the payout ?

thank you in advance.

French Person

Dear French Person,

Thanks for the comment.

Brazil has not joined ICSID for political reasons. You may know that, at the time when ICSID was being ratified, there was a lot of talking in the developing world about how ICSID would strip the poor countries of its sovereignty over investment disputes. Brazil was caught in between.

However, Brazil does accept arbitration, including international ones. To the point that it would be possible to choose some ICSID rules as the material or procedural law of the arbitration.

When I mention that Arbitration can our should be pursued outside of Brazil, this is only a suggestion. In fact, an arbitration held in Brazil will be just as valid. What I meant to say is that investors may be sure that they won't need to travel to Brazil.

Regarding the usual ways of dispute resolution: Brazil has a well established judiciary system, but the proceedings will often take years. Usually more than five. Nevertheless, it is reliable and, to a very good extent, also predictable.

Foreign rulings can also be enforced in Brazil.

I have a lot more to say on this subject, but I would prefer to hear your doubts first.



Dear Adler,

Thank you for your very interesting reply.
It is a lot better to have the opinion of a lawyer than reading texts from international organizations.

I'm sure that has a lot of opportunities for foreign investors but the legal part is quite complex due to the regulatory inflation.

Would you have some brazilian cases of enforcement of international rulings if possible in the matter of investment with their reference ?
I would be very interested in reading them.

Is there a specific law or "code" for foreign investment in Brazil ?
If I well understand, foreign investment and company law are Federal and not at the level of each state.

I am based in Paris and it is not easy to find the appropriate documentation. And you, were are you based ?
Thank you and best regards

Again, French Person


Dear reader

Your conclusion is correct; Company and foreign investment regulations are Federal ones. However, the bureaucracy rules over company registration are defined at the State level.

There is no foreign investment code, just a few rules that outline the general picture, plus a lot of tax regulations.

There are few famous cases on enforcement of foreign decisions. What specifically would you be looking for?

I'm in Belo Horizonte, capital of Minas Gerais State.  Minas competes with Rio for the second position in Brazilian economy, after São Paulo.




Dear Adler,

Thank you again for your reply.

I would need more accurate information about foreign investment in Brazil and I have difficulties to find them. I have to write a report on this subject.

Would you have the references of laws of the few rules that governs foreign investment ?

Regarding the few famous cases on enforcement of foreign decisions, I would also need the references and if possible a summary.
For ex, these cases would be interesting if rendered by an US Court and enforced in Brazil but can also involved other foreign countries. Of course, it has to concern commercial matters.

Perhaps, the link to a legal website you use would be helpful.

Thank you again for your help and best regards.

French person.

Dear French reader,

Please check (and please use google translator)


Dear Adler,
Thank you for your precious help with all the legal websites. I couldn't find it without your help.
If you need some legal help about French system, I could assist you.

Merry Christmas and all my wishes for the New Year.

Best regards

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