Melhores Advogados de Financiamento Estruturado em Lisboa

1. About Financiamento Estruturado Law in Lisboa, Portugal

Financiamento Estruturado, or structured finance, is a set of financially engineered arrangements used to fund complex projects, asset portfolios or securitization transactions. In Lisboa, it often involves the creation of special purpose vehicles (SPVs), risk transfer to investors, and tailored credit risk structures. The aim is to match long term funding with long term asset returns while addressing regulatory and tax considerations.

Lisboa-based borrowers frequently use structured finance to fund large real estate developments, infrastructure projects or portfolio securitizations. Legal counsel helps ensure compliance with securities, corporate, and financial regulations while structuring deals that meet investor expectations. The role of a lawyer is to guide you through due diligence, documentation, and close coordination with regulators.

Key takeaway: Financiamento Estruturado in Portugal operates at the intersection of corporate law, securities regulation, and financial supervision, with Lisboa acting as a hub for many local and international transactions.

For official regulatory context in Portugal, consult the European Union securitisation framework and Portuguese authorities that supervise markets and banks. The EU Securitisation Regulation applies directly in Portugal and shapes how these deals are documented and disclosed. It is important to work with counsel who understands both EU and local regulatory expectations.

Regulation (EU) 2017/2402 on securitisation and re-securitisation governs securitisation transactions in the EU, including Portugal.

Useful references include national and EU sources that describe how securitisation works in Europe and Portugal. See the EU Regulation and Portuguese supervisory and market bodies for authoritative guidance. Regulation (EU) 2017/2402 on securitisation, Banco de Portugal, CMVM - Comissão do Mercado de Valores Mobiliários.

2. Why You May Need a Lawyer

Structured finance and securitization involve intricate documentation and regulatory requirements. A Lisboa lawyer can help you avoid costly mistakes and align the transaction with local practice. Below are concrete scenarios where expert legal advice is essential.

• Real estate project financed through asset securitization. A Lisbon property developer creates an SPV to securitize a portfolio of condo projects in Parque das Nações. A lawyer drafts the SPV agreement, security documents, and investor disclosures to satisfy CMVM expectations and lender covenants.
• Cross border securitization with Portuguese SPVs and foreign investors. A foreign fund wants to buy notes backed by Portuguese assets. Your lawyer coordinates regulatory filings, tax structuring, and disclosure obligations across jurisdictions.
• Restructuring a non-performing loan (NPL) portfolio via securitization. A bank in Lisbon seeks to securitize NPLs. Legal counsel reviews asset eligibility, valuations, and transfer mechanics to ensure regulatory compliance and investor protection.
• Due diligence for an investment in a securitized instrument. An investor conducts legal due diligence on the SPV, structure, and underlying assets before committing funds.
• Regulatory reporting and prudential exposure concerns. Financial entities must align securitization exposures with Banco de Portugal requirements and EU rules, requiring careful legal interpretation.
• Governance and disclosure requirements for securitization funds. Compliance with CMVM rules on disclosure, marketing, and fiduciary responsibilities often requires counsel to tailor prospectuses and reports.

3. Local Laws Overview

Portugal relies on a mix of national codes and EU regulations to govern Financiamento Estruturado and securitization activities. Below are two to three core legal frameworks you should know, with notes on their application in Lisboa.

• Código dos Valores Mobiliários (Securities Code) - This national regime governs the issuance and trading of securities, including securitization notes and structured finance instruments. It sets forth issuer duties, investor protections, and listing rules applicable to securitization products observed by the CMVM. Recent EU alignment and domestic amendments have enhanced disclosure and governance expectations.
• Código das Sociedades Comerciais (Commercial Companies Code) - This code regulates the formation, governance, and winding up of companies and SPVs used in structured finance. It provides the framework for corporate governance, transformation, and capital maintenance in securitization structures. When an SPV is created for securitization, clauses surrounding governance, shareholding and accountability are essential.
• Regime Jurídico da Securitização de Ativos (Asset Securitization Legal Regime) - The Portuguese regime that governs securitizations of assets including asset transfers, true sale concepts, and protections for investors. In practice, this regime interacts with EU Securitisation Regulation (EU) 2017/2402 to determine disclosure and risk retention requirements.
• Regime with EU Securitisation Regulation - Regulation (EU) 2017/2402 on securitisation and re-securitisation applies directly in Portugal and shapes how securitisation transactions are documented, disclosed, and supervised. It entered into effect on 1 January 2019 and continues to influence national practice. (European Union Official Source)

Recent trends: Portugal has integrated EU securitisation standards into national practice, with increased emphasis on transparency, risk retention, and investor due diligence. Banco de Portugal and CMVM have published guidance aligned with the EU framework to support Lisbon-based issuers and funds.

Securitisation Regulation aims to improve liquidity and investor protection across EU markets.

4. Frequently Asked Questions

What is Financiamento Estruturado in Portugal and how does it differ?

Structured finance uses SPVs, securitization, and tailored cash flows to fund projects. It differs from simple bank loans by transferring asset risk to investors and offering bespoke tranches with different risk/return profiles.

How do I start a securitization project in Lisbon and what documents are needed?

Begin with a business plan and asset portfolio, then form an SPV, draft the securitization agreement, and prepare disclosure documents. You will need asset schedules, valuations, and governance arrangements for the SPV.

When are EU securitisation rules applicable to a Lisbon deal?

EU Regulation 2017/2402 applies directly in Portugal, affecting disclosure, risk retention, and investor protections. It has been in effect since 1 January 2019 and continues to be updated.

Where can I find the official laws governing securitisation in Portugal?

Consult the Diário da República for enacted laws and the CMVM for market rules. EU texts are available on EUR-Lex, and the Portuguese central bank provides supervisory guidance.

Why should I hire a specialized lawyer for a securitization in Lisbon?

Structured finance requires precise document drafting, regulatory compliance, and risk allocation. A lawyer minimizes missteps that could lead to investor disputes or regulatory penalties.

Do I need to conduct due diligence before closing a securitization deal?

Yes. Legal due diligence covers asset quality, title transfers, true sale status, and compliance with disclosure obligations to investors and regulators.

Is there a checklist for SPV governance in Portugal?

Yes. Ensure corporate governance documents, reserved matters, and voting rights align with the Commercial Companies Code and securitisation agreements.

How long does a typical Lisbon securitization take from start to close?

Initial structuring and approvals may take 6-12 weeks, with documentation and closing often requiring another 4-8 weeks depending on complexity and counterparties.

Can a non-Portuguese investor participate in Portuguese securitizations?

Yes, but the deal must satisfy Portuguese and EU disclosure, tax, and anti-money laundering rules. Legal counsel coordinates cross-border requirements.

Should I consider EU Level or Portugal-only regulations for disclosure?

Both matter. EU rules apply directly, but local disclosures and registrations with CMVM and Banco de Portugal are also required for Portuguese transactions.

Is a true sale transfer required for securitization assets in Portugal?

Typically yes, true sale status is crucial to remove assets from the originator's balance sheet and provide investors with recourse protection; legal review confirms this status.

5. Additional Resources

These official bodies and resources provide authoritative guidance on Financiamento Estruturado and securitization in Portugal.

• Banco de Portugal - The central bank supervises banks, securitization vehicles, and prudential risk in Portugal. Banco de Portugal
• CMVM - The securities market regulator, responsible for market conduct, disclosure, and investor protection in securitization transactions. CMVM
• Diário da República - Official gazette where acts and regulations are published, including securitization and corporate law changes. Diário da República

Supplementary EU context from authoritative sources includes:

• Regulation (EU) 2017/2402 on securitisation - EU framework for securitisation and re-securitisation
• ESMA - European Securities and Markets Authority guidance on securitisation and market conduct
• European Commission - Securitisation overview

6. Next Steps

1. Define your objective and scope - Clarify whether you are funding real estate, infrastructure, or an asset portfolio via securitization in Lisboa.
2. Identify potential legal counsel - Look for lawyers with recent securitization experience in Lisbon and familiarity with EU rules. Check availability for a preliminary consult within 1-2 weeks.
3. Prepare a document package - Gather asset schedules, valuations, corporate documents, and any existing term sheets or term sheets in draft form.
4. Schedule an early strategy session - Meet your lawyer to discuss SPV structure, true sale considerations, and investor disclosure plan. Aim within 2-3 weeks of initial contact.
5. Draft and review core documents - Draft securitization agreement, SPV charter, and prospectus or information memorandum with your legal team. Budget 2-6 weeks for drafting and revisions.
6. Coordinate regulatory filings - Your counsel will manage notifications to Banco de Portugal, CMVM, and any local authorities as required. Expect a 2-8 week regulatory window depending on deal complexity.
7. Finalize terms and close - Ensure all closing conditions, risk retention, and reporting obligations are in place. Plan for a closing timeline of 1-4 weeks after regulatory clearance.

Notes on practical timing and local guidance:

• Lisboa-based deals often hinge on robust due diligence and clear true sale analysis; allocate extra time for asset transfer opinions.
• Engage local tax counsel early to optimize VAT and stamp duty considerations on SPVs and securitization notes.

For further assistance, consult official sources and consider engaging a Lisboa-based solicitor who specializes in Financiamento Estruturado and securitization law. The content above reflects current EU and Portuguese practice and is intended for informational purposes only.

Sources and further reading:

• Regulation (EU) 2017/2402 on securitisation - EUR-Lex
• Banco de Portugal - official site
• CMVM - official site
• Diário da República - official gazette