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M&A Revival: taking off The corporate insolvency processes connection
2009 focus and aims
Rollercoasteryear
•Creditcrunch
•Bankruptcy
•Cost-cuttingmeasures
•Productivityenhancements
•Lackofrevenuegrowth
•Focusonrepairingsheets
•M&Adealsdropped
JOINT SESSION OF THE BANKING, CORPORATE AND M&A COMMISSION
CORPORATE GOVERNANCE IN PRACTICE
I. REGULATIONS, RECOMMENDATIONS ................................................................................................ 5
1. ARE PRINCIPLES OF CORPORATE GOVERNANCE INCORPORATED IN MANDATORY RULES IN YOUR JURISDICTION OR ARE THERE SETS OF RECOMMENDATIONS/CODES TO FOLLOW? .............................................. 5
2. PLEASE DESCRIBE IN BULLET POINTS THE MAIN CORPORATE GOVERNANCE RULES OR PRINCIPLES IN YOUR JURISDICTION. ......................................................................................................................................... 5
Amsterdam, the place to settle
The unique possibility to declare collective settlements in Class Action cases binding upon all aggrieved parties only exists in The Netherlands. This possibility is based on the Dutch Collective Settlements Act (WCAM). Recently, the Amsterdam Court of Appeal has even opened its doors for cases that bind mostly non-Dutch nationals as well. To foreign (including U.S.) companies, it can be an attractive alternative solution to settle claims from victims residing in different countries, because it is a choice opportunity that can be used to end cross border mass disputes.
PUT & CALL OPTIONS OVER SHARES: ADVANTAGES AND PITFALLS
Are put and call options expressly regulated in your legal system or do they fall under general contract law?
Are they limited in any way?
Is there a particular form required to validly grant an option? Are they limited in any way?
New Immigration Law
The expansion of the oil and gas industry in Equatorial Guinea ("EG") has caused a significant increase in immigration, not just of qualified workers, but also of a substantial number of unskilled , and often illegal, immigrants, especially from the neighbour countries.
Newsletter April 2010
Legal developments in Portugal April 2010.
Newsletter May 2010
Latest legal developments in Portugal.
Public Procurement in Mozambique
The Mozambican Public Procurement legal framework is regulated by Decree no. 54/2005 of 13/12, which approved the Regulations for Public Works Contracts and Supply of Goods and Services to the State (henceforth referred to as the “Regulations”).
PAYMENT SERVICES - PROHIBITION OF CHARGING
Following the public discussions which took place after the approval of the Decree-Law no. 317/2009 of 30 October (Decree-Law 317/2009)1, the Decree-Law no. 3/2010 of 5 January (Decree-Law 3/2010) was published in the Official Gazette, imposing a prohibition on credit institutions to charge on automated teller machines2 (ATM) transactions, as well as, a prohibition on beneficiaries to charge payment transactions in automatic payment terminals and devices.
Proposed New Set of Corporate Governance Rules for Portugal
The Portuguese Securities Regulator (Comissão do Mercado de Valores Mobiliários, hereinafter “CMVM”) has recently launched a public consultation on a proposal for a new set of corporate governance rules and recommendations applicable to listed companies subject to Portuguese Law. When approved, this new regime will supersede the previous rules and recommendations enacted in 2007, thus introducing more stringent requirements for listed companies in Portugal. Among the proposed changes, remuneration and audit are the main areas of regulatory concern.
Doing Business in Portugal and Czech Republic
Portugal is the westernmost country of mainland Europe and is bordered by the Atlantic Ocean to the west and south and by Spain to the north and east and also encompasses two autonomous Atlantic regions, notably the Azores and Madeira archipelagos. Portugal has an area of 92,090 km2 and 10,676,910 inhabitants (2008 estimate). It is a founding member of the OECD and NATO and is member of the European Union since 1986.
Acess to Electronic Communications Infrastructure
September has brought a novelty concerning the access to the electronic communications infrastructure: the approval by the Ministry of the Environment of Decree-Law 258/2009, of 25th September.
Directors’ Duties and Liabilities 2009
Country Q&A
LegalNews: April through June 2009
BANKING AND FINANCE - CORPORATE & COMMERCIAL - PUBLIC ADMINISTRATION - TAX - LITIGATION - SPORTS
Miranda Alliance Newsletter: Spring
PORTUGAL: ACTION PLAN ON E-PROCUREMENT IN A EUROPEAN CONTEXT - ANGOLA: TRAINING DECREE BRAZIL NEW LAW FOR NATURAL GAS TRANSPORTATION, STORAGE AND TRADING - CAPE VERDE: NEW STAMP DUTY CODE - EQUATORIAL GUINEA: FOREIGN EXCHANGE DEVELOPMENTS - GUINEA-BISSAU: NEW REGULATORY FRAMEWORK FOR THE TELECOMMUNICATIONS SECTOR - MACAO: TAX INCENTIVES IN THE 2009 BUDGET - MOZAMBIQUE: MORE FLEXIBLE FOREIGN EXCHANGE RULES - SÃO TOMÉ AND PRÍNCIPE: LAW AGAINST MONEY LAUNDERING - TIMOR-LESTE: NEW RULES ON ADMINISTRATIVE DECISION-MAKING
Doing Business in Portugal and Poland III
The most important statute governing employment law in Portugal is the new Labour Code (Law no. 7/2009, of 12th February).
Doing Business in Portugal and Poland II
The basis of real estate rights in Portugal is of Roman law origin and the system is, consequently, that of civil law. Property ownership as well as other rights "in rem" are governed by the Civil Code and the right to own property constitutes a fundamental right of the citizens foreseen in the Portuguese Constitution.
Doing Business in Portugal and Poland I
Portugal is the western most country of mainland Europe and is bordered by the Atlantic Ocean to the west and south and by Spain to the north and east and also encompasses two autonomous Atlantic regions, notably the Azores and Madeira archipelagos. Portugal has an area of 92,090 km2 and 10,676,910 inhabitants (2008 estimate). It is a founding member of the OECD and NATO and is member of the European Union since 1986.
Newsletter: March 2009 - Advertising - Information - Duties - Commercialisation
INFORMATION DUTIES IN THE COMMERCIALISATION ON INDEXED AND DUAL DEPOSITS, COMPLEX FINANCIAL PRODUCTS
Portugal: Mergers and Acquisitions 2008/09
2007 demonstrated Portuguese shareholders’ opposition to hostile bids. Two major hostile public takeovers were announced in 2006, which involved four of the most important groups of Portuguese companies (that is, the general public bid announced by Sonae Group for the acquisition of shares issued by Portugal Telecom and the general public bid announced by Banco Comercial Português for the acquisition of shares issued by Banco BPI). Both failed by a large percentage.
FCB collaborates in M&A Handbook
The ninth edition of the Practical Law Company (PLC) Mergers and Acquisitions Handbook 2008/2009 has been edited with the contribution from F Castelo Branco & Associados to the Portuguese country-specific Q&A chapter.
Energy Certification and the Quality of Air in Buildings
On 1 January 2009, the National Energy Certification and Quality of Air in Buildings System (SCE), as set out in Ministerial Order 4661/2007, of 5 June (the .MO.), came fully into force. This means that nearly all the properties that have already been built or those that will be built in the future in Portugal are or will come under this system.
Doing Business in Portugal and Poland
Portugal is the western most country of mainland Europe and is bordered by the Atlantic Ocean to the west and south and by Spain to the north and east and also encompasses two autonomous Atlantic regions, notably the Azores and Madeira archipelagos. Portugal has an area of 92,090 km2 and 10,676,910 inhabitants (2008 estimate). It is a founding member of the OECD and NATO and is member of the European Union since 1986.
Poland has an area of 322,575 km² and 38 million inhabitants. It is a member of the OECD and NATO and since 2004 has been a member of the European Union. The 20th anniversary of the 1989 political transformation and the adoption of a market economy is approaching. During these 20 years and especially since its accession to the European Union, Poland has seen dynamic development economically, socially and politically, confirming it as one of the most important economies in Central Europe.
New tax forms for interest and royalties.
The new forms for reducing the amount of corporate income (IRC) tax to be withheld (MOD. 01-DJR) and for the partial refund of IRC (MOD. 02-DJR) withheld on the payment of interest and royalties between associate companies from different European Union Member- States under the Interest and Royalties Directive were approved in February. The directive, which had already been transposed into national law, set up a tax regime for interest and royalties payments, guaranteeing equal tax treatment for national and cross-border transactions and eliminating double taxation by abolishing taxes on interest and royalty payments in the Member-State from which they derive, and having these taxed solely in the Member-State of residence of the actual beneficiary.
COMMUNITY FREEDOMS, DISCRIMINATION AND INCOME TAXATION IN PORTUGAL
The EC Treaty enshrines several economic freedoms: free movement of workers, capital and services and freedom of establishment safeguarded by a prohibition on discrimination which, over the years, has shown huge potential for calling into question various Member-State tax provisions in the field of direct taxation.
SHORT-SELLING PRACTICE RESTRICTED IN PORTUGAL
Following the financial crisis that has been felt in the markets all over the world, the Portuguese Securities Commission (CMVM) has recently approved a Generic Statement of Opinion on the Practice of Short Selling in the market, in order to restrict the conditions in which Short Selling is made.
New Regime on Contracts of Insurance
The Portuguese Government has recently enacted the Decree-Law nr. 72/2008, published in the Portuguese Official Gazzette on 16 April 2008, on contracts of insurance, which represents a significant milestone in the evolution of the regime applicable to contracts of insurance in Portugal.
Bilingual Commercial Registry - Permanent Certificate in English
Since December 2006, it is possible to obtain a permanent certificate of the commercial registry in Portuguese language. With the entry into force of Decree-law number 73/2008, of 16 April, a "bilingual" commercial registry is created, being the English language the one chosen for that purpose.
White Paper On Damages Actions for Breach of the EU Antitrust Rules
Antitrust rules are provided for by Articles 81 and 82 of the EC Treaty, which ban restrictive business practices and abuses of dominant positions.
THE TAX SYSTEMS OF ANGOLA, MOZAMBIQUE
The Cape Verde of today is a country that is open to foreign investment and, since it enjoys socio-political and exchange stability, it is a fairly credible option for governments, companies and international financial institutions.
This Information Bulletin is intended for general distribution to clients and colleagues and the information contained herein is provided as a general and abstract overview. It should not be used as a basis on which to make decisions and professional legal advice should be sought for specific cases. The contents of this Information Bulletin may not be reproduced, in whole or in part, without the express consent of the author. If you should require further information on this topic, please contact Dr. Rogério M. Fernandes Ferreira, Equity Partner and Head of the Tax Practise Area at PLMJ - e.mail: rff@plmj.pt, tel: (351) 213 197 358; fax: (351) 213 197 514.
Effects of modernisation of Rules to incorporate and operate Portuguese Companies
Portugal has take advantage of modern technologies to simplify and reduce the costs with incorporation and operation of Portuguese companies. This is part of the “Simplex” program set in motion by the Portuguese Government to eliminate actions and practices that created hurdles to the ordinary course of business management. In addition, several formalities and procedures which delayed the operation of the affairs of companies were eliminated, namely: (i) the requirement of a public deed to incorporate or liquidate the company, for capital increase and reduction or for assignment, merger of split of quota (in Lda. Type of companies); and (ii) the burden to provide the same information to different governmental agencies. This article will focus on the more relevant aspects affecting the Portuguese companies’ life, regarding its incorporation and operation.
The Contractual Regime for Domestic and Foreign Investment Projects
The contractual regime for large-scale investment projects, of national and foreign origin, was approved by Decree-Law n. 203/2003, of 10 September 2003.
Amendments to the Companies Regime
Following the introduction of Decree-Law n.º76-A/2006 of 29thMarch, Portuguese company law and company registration have undergone profound change.
