Company Law II

Recommended Prerequisites

Commercial Law, Company Law

Teaching Methods

Methodologies: The teacher will give oral classes about the subjects. Students will be invited to discuss the subject. Students must prepare in advance short speeches about one particular theme. The teacher will previously give the students court decisions, foreign and Portuguese laws and some problems to be studied.

Learning Outcomes

Purposes:

a)         Analysis of Company Law problems that where not studied during 1st. Cycle, including subjects related with public companies, giving particular attention to the shareholders role;

b)         Develop the analysis of some Company Law problems that where only superficially mentioned during 1st Cycle;

c)         Make clear the Companies internal balance of powers in what concerns company groups.

 

Competencies:

d)         Knowledge about up-to-date Company Law problems;

e)         Knowledge about practical themes;

f)          Wide vision about subjects that will allow students to prepare a Master Thesis concerning matters which are not often studied or not studied at all, stimulating rigorous investigation and analysis;

g)         Critical view about how Portuguese Company Law deals with some problems, suggesting alternative ways.

Work Placement(s)

No

Syllabus

CORPORATE GOVERNANCE. THE SHAREHOLDERS ROLE

CAP. I

PUBLIC COMPANIES

1. The meaning of being a shareholder

1.1. Who is a shareholder. Ownership, limited rights and collaterals.

1.2.  Indirect ownership. The Trust in Portugal. Indirect ownership and art. 20º CVM. Equity swaps, hedge funds and empty vote. Chains of ownership

2. Corporate governance: the shareholder’s role. Shareholder's activism

3. To vote with the feet. Take-overs (including mandatory offers)

4. Squeeze-out

CAP. II

PRIVATE COMPANIES

1. Shareholders powers. The powers concerning the management of the company

2. Exit

3. Squeeze-out

CAP. III

Powers and liabilities and groups of companies. The arts. 501.º-504.º of the Portuguese CSC

Head Lecturer(s)

Filipe Cassiano Nunes Santos

Assessment Methods

Assessment
Exam: 100.0%

Bibliography

ABREU, J. M. COUTINHO DE – "Abusos de Minoria", in Problemas do Direito das Sociedades; "A Responsabilidade Civil nas Sociedades em Relação de Domínio", Scientia Iuridica, tomo LXI – n.º 329, maio-agosto 2012

COSTA, RICARDO - Administradores de facto das sociedades comerciais, 2014; O sócio gestor, 2017 (no prelo)

MARTINS, ALEXANDRE DE SOVERAL - Oportunismo da maioria, oportunismo da minoria: onde está a Virtude nas PME?, Congresso Internacional AS PME E O DIREITO, 2017 (no prelo); A qualidade de acionista (em preparação)