LIBROS

cartel-regulationThe Portuguese Constitution lists the following among the general principles of economic organisation and as primary duties of the state:

 

● ensuring the efficient functioning of the market to guarantee balanced competition between undertakings;

● opposing monopolistic forms of organisation;

● pursuing abuses of dominant position and other practices that may harm the general interest; and

● guaranteeing the protection of the interests and rights of the consumer.

 

The Constitution has evolved from the original 1976 version to reflect the various (if not somewhat conflicting) political, social and economic concerns of the legislature. That said, the principles referred to above, along with the recognition of private property, private enterprise and consumer protection, show that competition.

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Cartel Regulation 2017

Market Intelligence – Merger Control 2016Merger Control | "Market transformational" deals on the rise (2016)

A note from John Davies, Panel Leader

A global trend towards consolidation of markets is visible in the increased volume of transactions, as well as in the proliferation of 'market transformational' deals – four to three or three to two mergers, where the transaction could be the last major consolidation possible in the relevant sector. The contributions in this issue of GTDT: Market Intelligence – Merger Control show that such mergers are likely to face more intense scrutiny by competition authorities, not least because of the heightened attention they may draw from third parties and from political spheres. Consequently, competition authorities are also likely to take a closer look at the kind of remedies they find acceptable.

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Market Intelligence – Merger Control 2016

The Franchise Law Review (Edition 2016)Since the publication of the second edition of The Franchise Law Review, there have been major economic and geopolitical developments that have had a significant impact on world trade. The price of oil has plunged relentlessly downwards; China’s manufacturing sector is suffering significant setbacks while its capital markets have taken a tumble; Europe faces a range of challenges, from Schengen and ‘Brexit’ to VW’s disgrace over emissions; Iran and Saudi Arabia are exacerbating the problems in the Middle East and the Russian economy continues to float in the doldrums. Through all this, however, the apparently inexorable march towards the globalisation of commerce has continued unabated.

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The Franchise Law Review (Edition 2016)

Investment Funds: International Series 3rd edition

This third edition of Investment Funds (Sweet & Maxwell, International Series) provides a global comparison of the laws and regulations that govern investment funds in over 30 key jurisdictions.

 

Dominance 2016The Portuguese Constitution (article 81) lists the following among the general principles of economic organisation and as primary duties of the state:

● ensuring the efficient functioning of the market to guarantee balanced competition between undertakings;

● opposing monopolistic forms of organisation;

● pursuing abuses of dominant position and other practices that may harm the general interest; and

● guaranteeing the protection of the interests and rights of the consumer.

The Constitution has evolved from the original 1976 version to reflect the various (indeed, somewhat conflicting) political, social and economic concerns of the legislature. That said, the principles referred to above, along with the recognition of private property, private enterprise and consumer protection, show that competition is seen as an essential element of the Portuguese economic system.

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Dominance 2016

Foreign investment restrictions in international M&A in Spain (Edition 2015)

One of the first considerations for a foreign investor contemplating the acquisition of shares in a Spanish company should be whether there are any restrictions on foreign investment that could hinder the envisaged deal. Such restrictions may include limitations on the shareholding percentage in target industries, notification or approval procedures, as well as management or operational constraints.

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Foreign investment restrictions in international M&A in Spain (Edition 2015)

Cartel Regulation 2016The Portuguese Constitution lists the following among the general principles of economic organisation and as primary duties of the state:

● ensuring the efficient functioning of the market to guarantee balanced competition between undertakings;

opposing monopolistic forms of organisation;

● pursuing abuses of dominant position and other practices that may harm the general interest and;

● guaranteeing the protection of the interests and rights of the consumer.

The Constitution has evolved from the original 1976 version to reflect the various (if not somewhat conflicting) political, social and economic concerns of the legislature. That said, the principles referred to above, along with the recognition of private property, private enterprise and consumer protection, show that competition

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Cartel Regulation 2016

Shareholders´ rights in private and public companies in Portugal: overviewA Q&A guide to shareholders' rights in private and public companies law in Portugal.

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Shareholders´ rights in private and public companies in Portugal: overview

Las reformas del régimen de sociedades de capital según la Ley 31/2014Este libro recopila análisis que han sido publicados por el Departamento de Gestión del Conocimiento de Gómez-Acebo & Pombo acerca de la reforma de la Ley de Sociedades de Capital para la mejora del gobierno corporativo, en vigor desde el 24 de diciembre del 2014. Reúne información sobre la nueva situación de los administradores y directivos y los cambios regulatorios que afectan al gobierno corporativo.

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Las reformas del régimen de sociedades de capital según la Ley 31/2014

The Franchise Law ReviewSince the publication of the first edition of The Franchise Law Review, there have been some significant economic and geopolitical developments that have had a significant impact on world trade. The apparently inexorable march towards the globalisation of commerce, however, has again continued unabated despite, or perhaps even because of, these changes.

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The Franchise Law Review

  1. WHAT COURT MONITORED RESTRUCTURING PRE-INSOLVENCY PROCEEDINGS OR SCHEMES ARE DEVISED BY THE LAW OF YOUR COUNTRY TO LIMIT VALUE DESTRUCTION FOR FAILING BUSINESS ENTITIES?

    The Portuguese Insolvency Act provides court-monitored restructuring pre-insolvency proceedings, named Special Revitalization Process (Processo Especial de Revitalização – PER), which was introduced by Act no. 16/2012, dated 20 April.

    Failing business entities may also engage in an out-of-court pre-insolvency procedure, called SIREVE (Sistema de Recuperação de Empresas por Via Extrajudicial).

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Debt Restructuring: an alternative to insolvency proceedings. Portuguese chapter

Market overview

1.1 Types of investors

The main investors in the private equity sector, which includes venture capital funds, are traditional market players, notably financial institutions, public investors, collective investment undertakings and their respective management companies, insurance companies, and private investors in general. A minimum investment in venture capital funds of €50,000 is mandatory.

1.2 Types of investments

The main types of investment carried out by venture capital funds in Portugal are management buyouts, expansion/development of companies, startups and additionally, in the restructuring or amalgamation of (pre)insolvent companies seeking their recovery. Seed capital is also a typical transaction performed by venture capital funds, which is gaining a greenfield of implementation due to the opportunities the market is currently presenting.

According to provisional data available, in 2013, investment amounted to approximately EUR 300 million, of which the largest percentage was in management by-outs, whereas start-ups (in connection with entrepreneurship) represented about 10% of this amount. This is a strong indicator of a new trend in the investment strategies of venture capital funds, which are starting to contemplate investment in early stage businesses.

The general increase in investment is also directly linked to turnaround funds (corporate recovery funds), which as per the available data of the Portuguese Securities and Markets Authority (CMVM) (Annual Report of Private Equity Activity 2012), represented in 2012 approximately 41% of all investments and revitalisation funds, first set up in 2013, aiming at a sustainable capitalisation of small to medium enterprises.

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Portugal_-_Private_Equity_GAP_2.pdf

foreign-investment-restrictions-in-international-ma-in-spainOne of the first considerations for a foreign investor contemplating the acquisition of shares in a Spanish company should be whether there are any restrictions on foreign investment that could hinder the envisaged deal. Such restrictions may include limitations on the shareholding percentage in target industries, notification or approval procedures, as well as management or operational constraints.

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Foreign investment restrictions in international M&A in Spain (Edition 2014)

Nuevo Marco Aplicable a las Operaciones de Reestructuración: análisis técnico de la reforma introducida por el Real Decreto Ley 4/2014Esta publicación tiene por objeto explicar las principales modificaciones que el Real Decreto Ley 4/2014 ("RDL4/2014") ha introducido en las operaciones de restructuración o refinanciación de compañías pre-insolventes y, en concreto, pretende aportar cierta orientación en algunas cuestiones que, a día de hoy, no se han resuelto o generan incertidumbres tras la promulgación del RDL4/2014.

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Nuevo Marco Aplicable a las Operaciones de Reestructuración: análisis técnico de la reforma introducida por el Real Decreto Ley 4/2014

New legal framework for Spanish restructurings: technical analysis of the amendments introduced by Royal Decree Act 4/2014The present publication sets out to explain the main amendments which Royal Decree Act 4/2014 ("RDA4/2014") has introduced in Spanish pre-insolvency debt restructurings and, in particular, tries to provide some guidance on a number of issues which remain unclear after its enactment.

 

RDA4/2014 constitutes an amendment of the Spanish Insolvency Act but its most relevant provisions affect how pre-insolvency debt restructurings can be effected, increasing the number of schemes available for binding dissenting creditors, facilitating debt for equity swaps, enlarging the basket of measures that can be agreed in reorganization proceedings and creating new safe-harbour exemptions for protection against the avoidance or unwinding of pre-insolvency transactions (clawbacks). The importance of this piece of legislation cannot be overstressed, representing a major breakthrough in Spanish restructurings which should be understood in detail by all players in the market.

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New legal framework for Spanish restructurings: technical analysis of the amendments introduced by Royal Decree Act 4/2014