Securities Law

Essential concepts of commercial and company law

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.

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.

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 Governance

1. Government Models. 2. Agency Theory: Ownership versus Corporate Control. 3. Shareholders versus Directors / Majority Shareholders versus Minority Shareholders.

V. The Public Offers of Acquisition

1. The CodVM: Ratio Legis. 2. The Mandatory Tender Offer. 3. Defensive Measures. 4. Limitation of Administration Powers. 5. The Corporate Control Market in Portugal.

SAW. Presentation of M&A Cases in Europe

NAO

Suggested bibliography:

JOÃO CUNHA VAZ, “OPA and Corporate Control” – The Non-Frustration Rule, Almedina 2013;

JORGE COUTINHO DE ABREU, Commercial Law Course, II – On Companies, 4th ed., Almedina, 2011;

Legislation

– Commercial Companies Code

– Corporate Governance Code, IPCG

– Securities Code.