Teaching Methodologies
Theoretical-practical methodology: initial theoretical exposition (legal/doctrinal/jurisprudential) of each theme; complementary practical
framework, with active student participation. Presentation of jurisprudential cases/practical hypotheses, to consolidate the theoretical
knowledge taught.
Learning Results
The objectives of this curricular unit are embodied in the legal analysis of the system of values securities (shares, bonds, equity securities,
participation units in investment institutions collective, covered warrants, among others), of the respective public offers, of the such values,
the intermediation of the operations that affect them and, finally, the supervision regime.
Program
I. Introduction. 1. Definitions and Types of M&A and Corporate Restructuring Operations. 2. Overview of M&A and Capital Markets in recent
decades. 3. Reasons for M&As. II. Mergers of Companies in the CSC. 1.Types 2. Effects 3. General Procedure. III. Cross-Border Mergers.
1. The Regime for Cross-Border Mergers within the European Union. 2. Directive 2005/56/EC. IV. Corporate Governance1. Government
Models. 2. Agency Theory: Ownership versus Corporate Control. 3. Shareholders versus Directors / Majority Shareholders versus Minority
Shareholders. V. The Public Offers of Acquisition1. The CodVM: Ratio Legis. 2. The Mandatory Tender Offer. 3. Defensive Measures. 4.
Limitation of Administration Powers. 5. The Corporate Control Market in Portugal. Presentation of M&A Cases in Europe
Internship(s)
NAO
Bibliography
JOÃO CUNHA VAZ, “A OPA e o Controlo Societário”– A Regra de Não Frustração, Almedina 2013; JORGE COUTINHO DE ABREU,
Curso de Direito Comercial, II – Das Sociedades, 4ª ed., Almedina, 2011.
Legislação: Cod Soc Com, Cod Gov Soc (IPCG) e Cod Val Mob