Conversão de créditos em capital social

• Autor(a) principal: Graça, Ana Mafalda Alves Guerreiro Calado da
• Data de Publicação: 2020
• Tipo de documento: Dissertação
• Idioma: por
• Título da fonte: Repositório Científico de Acesso Aberto de Portugal (Repositórios Cientìficos)
• Texto Completo: http://hdl.handle.net/10362/110037
• topic: Capital social; Crédito; Obrigação; Compensação; Insolvência; Equity capital; Credit; Obligation; Set-off claims; Insolvency; Direito

The present work intends to approach one of the themes of Corporate Law that causes the most disagreement between the creed: the debt equity swap. First, we focus on determining the figure of equity capital, as well as on the different types of possible inflows into a capital company. Then, we proceed to a detailed analysis, both of the particularities present in a credit obligation, and of the different ways of extinguishing an obligation, insofar as we try to respond to the fact that part of the creed understands that the provisions of Art.27º/5 CSC extinguishes the possibility of carrying out a debt equity swap through a set-off claims. That said, we try to define the type of inflow in a debt equity swap and expose several teaching positions with regard to the mandatory extinction mode present in that operation, since several authors understand that the extinction of the credit obligation occurs through figures such as gridlock or objective novation. We then approach the pros and cons of a debt equity swap, as well as try to find the most appropriate solution for the Portuguese legal system. In addition, we analysed the features of the theme in legal systems such as Italian, Spanish, French and German, from a comparative law perspective. We also consider it relevant to make an exhibition of Insolvency Law, focusing our analysis on the particularities of the regime to be applied to commercial companies, through the analysis of Arts.198º and 203º CIRE. Nevertheless, we still appreciate new ways of corporate recovery, defining the role of the various corporate agents in what concerns them, as well as analysing the teaching considerations to the new system of conversion of credits into social capital present in “Lei 7/2018”. Finally, we seek to take a position in relation to the way of extending the credit obligation present in a debt equity swap in the Portuguese legal system.