Mudança de controlo e dever de OPA no âmbito de grupos societários de natureza familiar

• Autor(a) principal: Ferreira, Juliano
• Data de Publicação: 2016
• Tipo de documento: Dissertação
• Idioma: por
• Título da fonte: Repositório Científico de Acesso Aberto de Portugal (Repositórios Cientìficos)
• Texto Completo: http://hdl.handle.net/10362/19154
• topic: Direito

This paper focuses on share deals as part of mortis causa transmission procedures, leading to a change of control in a Portuguese company whose share capital is open to public investment (“sociedade aberta”). Specifically, we foresee to ascertain whether such procedure leads to the triggering of the mandatory bid legal provisions, or if it is somehow conceived as a legal exception determining the unenforceability of such duty. Considering that the rules on voting rights attribution play a key role when approaching the identification of controlling positions over Portuguese companies whose share capital is open to public investment, we try to understand in its multifunctionality the specific ways in which they ought to be materialized by reference to the specific role that at each moment they are called upon to play. We aim to put forward a coherent procedure for the identification of change of control situations, from which the imposition of the mandatory bid rule will derive. Focusing our approach on the effects of the transfer of a controlling stake following a mortis causa transaction, we seek to, in a necessarily brief manner, identify the essence of such phenomenon, in order to assess the legality of the obligation to present a bid under such circumstances. Finally, we depart from the conclusions reached in order to determine the legal consequences of the implementation of certain mechanisms aimed at operationalizing the hereditary transmission of a controlling stake, thus avoiding the triggering of the mandatory bid rule.