Holding financeira

PERSPECTIVAS ECONÔMICAS GERAISOVERALL ECONOMIC OUTLOOK
O mercado de investimentos dos Estados Unidos realmente se recuperou da crise de 2008 e 2009. Mais especificamente, muitos investidores nos Estados Unidos acreditam que as oportunidades nunca foram tão boas.
Os aumentos gerais nos principais indicadores econômicos mostram ganhos moderados, como no Produto Interno Bruto (PIB) real e na indústria manufatureira. No entanto, outras métricas frequentemente utilizadas para avaliar a melhora do mercado de investimentos podem ser observadas nas principais bolsas de valores, incluindo o Índice Dow Jones (DOW), a Associação Nacional de Corretores de Valores Mobiliários (NASDAQ) e a Bolsa de Valores de Nova York (NYSE).
‍
‍MÉDIA INDUSTRIAL DOW JONES (DOW)
‍O Índice Dow Jones Industrial Average (DOW) é composto por uma combinação das 30 maiores ações negociadas na NASDAQ e na NYSE. O DOW aumentou mais de 62%, passando de apenas 10.500 em 2009 para a marca impressionante de 17.000 em agosto de 2014, pela primeira vez em sua história. Ninguém sabe ao certo se o DOW aumentará ou diminuirá nos próximos anos, mas a resiliência do DOW quando comparado a outras bolsas estrangeiras é inquestionável.
‍
ASSOCIAÇÃO NACIONAL DE CORRETORES DE VALORES MOBILIÁRIOS COTAÇÕES AUTOMATIZADAS (NASDAQ)
Como se pode imaginar, a NASDAQ também apresentou um aumento significativo nos últimos anos. A NASDAQ subiu 80%, passando de cerca de 2.500 pontos em 2009 para 4.500 pontos em agosto de 2014.
Embora uma parte relevante desse crescimento possa ser atribuída às ofertas públicas iniciais (IPOs) de empresas de tecnologia, a NASDAQ é um índice bastante amplo e ajuda a demonstrar o bom desempenho do mercado de investimentos desde 2009.
‍
BOLSA DE VALORES DE NOVA IORQUE (NYSE)
No geral, a NYSE cresceu 56%, passando de 7.200 em 2009 para pouco mais de 11.200 em agosto de 2014. Em termos de oportunidades futuras para a NYSE, o número de investidores estrangeiros e nacionais, incluindo os provenientes do Brasil, continua a impulsionar a procura por empresas listadas na NYSE.

BOVESPA COMPARISONS TO UNITED ST
When compared to the BOVESPA, the public exchanges in the United States from a percent change perspective appear to be fairly consist year over year. However, what is important to note is the recover in the United States that occurred in 2013 has resulted in all the exchanges being at all-time highs. In comparison, BOVESPA has yet to return the 68,000 mark reached in 2009.
This chart identifies the percentage change over time with the largest recovery seen the United States market in 2013.

DESEMPENHO NAS BOLSAS DE VALORES

O número de opções de investimento disponíveis nos Estados Unidos pode, por vezes, parecer ilimitado. Por sua vez, isso fez com que alguns investidores estrangeiros hesitassem em entrar no mercado, devido à sua falta de experiência ou à incerteza em lidar com investimentos nos Estados Unidos. Como o objetivo deste guia é fornecer algumas informações sobre os processos, esperamos que seja possível alcançar uma melhor compreensão dos tipos de investimentos, bem como dos veículos de investimento, ajudando assim a reduzir as barreiras à entrada.

INVESTIMENTOS NO MERCADO PÚBLICO
O mercado público pode ser definido como a oportunidade de investir em determinados instrumentos que são negociados em bolsas públicas. A seguir, apresentamos uma descrição desses instrumentos, mas ela não constitui a carteira completa de instrumentos que podem estar disponíveis.

Ações
Investing in equities provides the investor with broad investment options; they can consist of individual equities, ETFs, mutual funds (Open or Close), options, structured notes, preferred stocks, equity index annuities and different class of stocks. (i.e. growth, value, small cap).

Renda Fixa
‍Investments in fixed income vehicles are created by a company or government agencies, who issues instruments or debt as a way to raise funds that are then paid back in the fixed income stream over time. From an investment perspective, the value of the instrument is often associated with two items that are inherently interrelated: the ability of the entity to pay back the bond and the current market interest rates. Companies that may be at a higher risk of repayment often have interest rates that are higher. Investments can consist of United States Treasuries, Municipal bonds, investment grade corporate bonds, high yield bonds, credit default swaps, mortgages, asset backed securities, and variable annuities.

Foreign Exchange
Currently, it is common for foreigners to have expenses in United States dollars such as: mortgages, business expenses, education fees, etc. The foreign exchange market (also known as FX or Forex) allows investors to minimize the exposure to currency risks by hedging such expenses with investments in United States dollars. The FX market can also be used to speculate as well as to realize profit from movements in exchange rates.

Commodites
The following ways can be used to invest in commodities:
‍
- By purchasing amounts of physical raw commodities, such as coffee or sugar. Another option is the use of futures contracts or exchange traded products (ETPs) that directly track a specific commodity index. These are highly volatile and complex investments that are generally recommended for sophisticated investors only.
- By gaining exposure to commodities through mutual funds that invest in commodity-related businesses (i.e. an oil and gas fund would own stocks issued by companies involved in energy exploration, refining, storage, and distribution).

EQUITIES
‍
‍Dividends
For United States non-residents, dividends on stock are subject to a 30 percent United States withholding tax unless a tax treaty has been signed. For dividends to be subject to withholding that are associated with a shareholder of company stock, dividends must be paid by distribution of money out of the company earners (property distributions would also qualify).American Depository Receipts (“ADRs”) are used to evidence the deposit of ordinary shares in a foreign corporation with a United States depository bank. Since the underlying issuer is a foreign corporation, dividends on ADRs are treated as foreign source income exempt from United States withholding tax.However, at the same time, it is important to consider the country in which the dividends are being paid because dividends paid to non-residents in such countries may be subject to withholding tax depending on treaties that have been signed.
‍
CAPITAL GAINS (AND LOSSES)
‍
‍Stocks
Gains on the sale of stock normally result in a taxable event. However, when a non-resident has capital gains, they are exempt from withholding tax in the United States as long as they have not been present in the United States for more than 183 days during the year. In turn, losses on the sale of stock cannot be deducted against income that is generated in the United States. In short, this capital loss is not deductible for tax purposes in the US.
‍
‍Stock Options
Stock options give the investor the right to buy (calls) or sell (puts) a stock. Gains on stock options are usually treated as a capital gain and as such are typically nontaxable for non-residents.
‍
FIXED INCOME INSTRUMENTS (SUCH AS DEBT)
Similar to dividends, fixed income instruments such as debt are typically subject to the 30 percent withholding. However, as with many such tax laws, there are certain exemptions which include but are not limited to:
‍
- The obligations are sold or resold only to non-United States persons;
- The Interest on the obligations is payable only outside the United States and its possessions;
- There is a legend on the face of the obligation stating that any United States person holding the bond will be subject to certain limitations.

As part of the initial decision to invest, the exit strategy should also be considered and will vary by investment. For example, for publically traded investments that are readily tradable, the focus may be more on the timing of when to sell. However, for private direct investments and investment funds the questions may be more focused on the pathway to sell such as through acquisition or IPO.
Big picture, for private investments, it is very important to have an overall strategy that includes a team that can execute that strategy. Note that the Jobs Act of 2012 has materially reduced costs and regulatory requirements for IPO’s for companies under USD 1 billion in revenues and particularly for foreign companies. Here are strategic questions to consider:

- Does the Company have a Strong Tone at the Top?
- Is the Management Team diversified?
- Has the Business Model/Plan been proven?
- Does the Company have UniqueKPIs (Key Performance Indicators)?
- Can this Company be considered a High Growth Asset?
- Is the Company potentially undervalued in the Marketplace?

OPPORTUNITY COST
As with any investment there is always an opportunity cost. The advantage of investing in the United States is the economy has a proven track record and the variety of investment options should help mitigate the opportunity cost.
‍
LOSS OF PRINCIPAL AND PROFITS
Venture Capital and Private Equity investments do carry with them the potential to lose the entire principal investment plus any interest. This is why it is important to engage in a proper due diligence process before investing in companies.
‍
RETURN OF INVESTMENTS TO FOREIGN JURISDICTION
For foreign investors, including those from Brazil, it can at times be difficult to establish the investment vehicles that allow investments abroad to be returned to the foreign jurisdiction. Fortunately, legal entities can be established that help to mitigate the risk.
‍
POTENTIAL TAX ISSUES
Along with the legal aspects of investments to/from foreign jurisdiction, there are significant tax implications. As discussed in this guide, it is important the tax consequences of an investment are fully understood before entering into it as the potential tax liabilities may alter your approach.

ACCESS TO THE UNITED STATES MARKET
The United States market is the largest investment market in the world. To help ensure this level of prominence continues, the United States government has setup guidelines that allow flexibility for investors to invest in many investment vehicles.
‍
UNIQUE INVESTMENT OPPORTUNITIES THAT CAN BE CUSTOMIZED TO ADDRESS RISK TOLERANCES
Given all the investment opportunities the United States has to offer, it is important for investors to clearly understand their risk versus reward tolerance. Once this is better understood, investments in the United States can be identified with projected risk tolerances within that range.
‍
POTENTIAL FOR SUCCESSFUL ACQUISITIONS OR IPOs
For successful acquisitions and IPOs in the United States it does at time appear the list could be endless. Despite requiring analysis and good planning, it is a very promising process, and in most cases, very profitable, and also a great way to enter in the US market.

Public companies in particular have financial reporting and disclosure requirement that facilitate an investors understanding as to the currently financial position of the company. These disclosures also provide detailed compensation information so it clear who is benefiting the most as the value of a company increases over time.

Hiring service providers in the United States is a simple process, though it is advisable to check some aspects beforehand:
- Verification of license and status: service providers are regulated by state of residence;
- Verification of insurance on services and products provided;
- Verification, through the state, of an existing administrative or civil lawsuits; and
- Search for references for service provider.

Maintaining accounting records is essential for companies to meet the requirements of state and federal, and in some cases, municipal agencies in the United States.It is important for foreign investor to understand local accounting standards to minimize investment risk and better assessment of United States assets. Companies located in the United States must maintain accounting records in accordance with the United States Generally Accepted Accounting Principles (USGAAP). US GAAP applies rules based accounting literature whereas BRGAAP (Brazil Accounting Principles) applies a principles based approach found under international reporting standards often referred to as IFRS (International Financial Reporting Standards).The main accounting impacts from a state and federal agencies perspective are:

Consolidation – United States subsidiaries, which use the dollar, must be consolidated in the local currency of the controlling company. This consolidation process is complex, since there are exchange requirements in the financial statements of the Subsidiary abroad to the local currency and the accounting norms of the country of origin of the controlling company;
‍
Transactions between linked parties – The transactions between the controlling company and the subsidiary abroad must be duly supported by contracts signed by the parties. These transactions are monitored closely by the United Sates and Brazilian Federal Revenue Services in order to identify undue profit remittances between Subsidiaries and controlling companies (see the transfer price topic described in detail ahead);
‍
Transfer Pricing – Establishing a transfer pricing is a very new process for a company that has established a foreign entity for the first time. In addition to the normal requirements of an organization, a multinational company is subject to rules that are complex and very unstable, which affect a company’s global strategy, their subsidiaries and their chain of suppliers. A decision in terms of pricing determines where the profit will be recognized. Obviously, this point is of special interest to governments, since determining a location for recognizing the profit impacts the taxable income. In the last few years, the obligation to document international operations between linked parties for transfer price analysis purposes has become even more critical, since there has been a trend in tax authorities from different countries sharing information;

International taxation – Companies with operations in the United States must become familiar with the country’s tax legislation before beginning their operations. The complex tax system, severe penalties and non-compliance with accessory obligations have led many companies to seek the help of service providers, such as certified accountants (CPA) and tax lawyers.

American state and federal agencies are extremely rigid when it comes to improper calculation of quarterly estimated income tax applicable in case of profit. Lack of payment or an over 20% underestimation of this amount can lead to serious consequences (including criminal).

This guide was prepared with the sole purpose of presenting the general guidelines for some forms of investment in the United States of America. This guide is not, and shall not be interpreted as, an investment advice or an offer to buy any securities. The reader who intends to make an investment in the United States of America must analyze the specific risks involved through the engagement of an adequate professional retained to perform such analysis.