Judgment of the South Central Administrative Court, of 2016-05-05

Take-Over Bid – Right of sell-out - Class action – Art. 31 PSC - Homogeneous individual interests – Non-qualified investor

  1. Public offers in respect of securities are offers addressed to the public with a view to the issue, sale or acquisition of securities, through a process provided for by law – see Arts. 108 to 197 of the Portuguese Securities Code (PSC).
  2. Art. 196 PSC excludes from the right of sell-out holders of shares acquired after assessment of the results of the takeover bid, for which reason these shares are excluded from the concept of remaining shares. 
  3. The class action laid down in Art. 31.1 PSC concerns the homogeneous individual interests or collective interests of non-qualified investors in securities.
  4. The concept of non-qualified investor covers all natural or legal persons that do not have decision-making powers and an understanding to assess investment risk in matters of securities and other financial instruments. 

Judgment of the Court of Appeal of Guimarães of 2016-05-25

Private limited company – Exclusion of partner

I. In private limited companies, the time limit for the company to legally exercise its right to exclude a partner is 90 days from when the facts were made known or from the date on which the offending conduct ceases, through application by analogy of the provisions of Articles 234.2, and 241.2, of the Commercial Companies Code.

II. However, the time limit for exercising the right to compensation for same facts or conduct is five years, in view of Article 174 of that same code.