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Merger and Acquisition (M&A) laws in Lisbon, Portugal are governed by the Commercial Companies Code and Securities Code, amongst other legislation. These laws regulate company operations including the procedures for mergers, acquisitions, and the protection of minority shareholders. Portugal's investment-friendly environment and robust legal structures make Lisbon an attractive hub for business mergers and acquisitions. The city is home to renowned law firms specializing in M&A that can navigate the complexities of Portuguese law effectively.
M&A transactions tend to be complex and legally intensive. You may need a lawyer for numerous reasons such as assessing the legality and fairness of the deal, drafting the appropriate documentation, ensuring compliance with local and EU regulations, mitigating risks, and representing your interests in negotiations. Furthermore, lawyers can help resolve disputes that may arise during or after a merger or acquisition process.
Key laws that pertain to M&A in Lisbon, Portugal, include the Commercial Companies Code that outlines the legal requirements for mergers, and the Securities Code that governs takeovers. Furthermore, the Competition Law forbids any mergers that may restrict competition in the Portuguese market. Lastly, M&As in specific sectors may have additional regulatory requirements. M&A activities in Lisbon are also subject to European Union laws.
The acquisition process in Portugal often involves due diligence, negotiation and signing of preliminary agreements, obtaining necessary approvals, signing the final agreement, and implementing the agreement.
Some M&A transactions, particularly those that may result in restrictive competition or are in regulated sectors, may require approvals from Portuguese competition authorities or sector-specific regulators.
Foreign investors are generally treated the same as local investors, but they should be mindful of the foreign exchange regulations and any reporting requirements put forth by the Bank of Portugal.
Under certain conditions, Portuguese law allows the squeeze-out and sell-out rights in takeovers, permitting majority shareholders to compel minority shareholders to sell their shares.
While it is complex and dependent heavily on the terms in the deal agreement, in some cases the law allows for nullification or cancellation of M&A agreements. Legal advice is recommended.
The Portuguese Securities Market Commission (CMVM) and the Competition Authority are good resources for those seeking more information on local regulations. For information on business and investment in Lisbon, consult Invest Lisboa or AICEP Portugal Global.
If you require legal assistance in M&A matters in Lisbon, Portugal, begin by identifying and reaching out to law firms that specialize in M&A. Ensure to have a clear understanding of your objectives, and be ready to provide necessary business details. A competent lawyer can then assist you through the legal, financial, and administrative aspects of your proposed transaction.
