CONTENTS FINANCE AND CAPITAL MARKETS NEWSLETTER I 4TH QUARTER 2016 I MIFID II – TRANSPOSITION PRELIMINARY DRAFT: AMENDMENTS TO THE SECURITIES CODE AND TO THE LEGAL FRAMEWORK APPLICABLE TO CREDIT INSTITUTIONS AND FINANCIAL COMPANIES 2 II LEGISLATION A. BANKING LAW: INSTITUTIONAL AND MATERIAL B. INSURANCE LAW: INSTITUTIONAL AND MATERIAL C. SECURITIES AND CAPITAL MARKETS 7 10 11 III RELEVANT COURT DECISIONS 12 NEWSLETTER I FINANCE AND CAPITAL MARKETS WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 2/15 FINANCE AND CAPITAL MARKETS NEWSLETTER I MIFID II – TRANSPOSITION PRELIMINARY DRAFT: AMENDMENTS TO THE SECURITIES CODE AND TO THE LEGAL FRAMEWORK APPLICABLE TO CREDIT INSTITUTIONS AND FINANCIAL COMPANIES On 29 December, the National Council of Financial Supervisors has sent for public consultation the preliminary draft of the document aimed at transposing into Portuguese Law the Directive no. 2014/65/UE of the European Parliament and of the Council, of 15 May 2014 (MiFID II) and implementing the Regulation (EU) no. 600/2014 of the European Parliament and of the Council, of 15 May 2014 (MiFIR), hereinafter the “Preliminary Draft”. The MiFID and the MiFIR aim at a substantial reform of the previous Directive 2004/39/CE (MiFID I), by introducing substantial changes on the regulation of the markets in financial instruments, in response to the deficiencies in the functioning and transparency of financial markets experienced in the context of the financial crisis. Thus, the transposition of MiFID II and the implementation of MiFIR imply a number of amendments to the Portuguese Securities Code (Código dos Valores Mobiliários - CVM) and the Legal Framework applicable to Credit Institutions and Financial Companies (Regime Geral das Instituições de Crédito e Sociedades Financeiras - RGICSF) provided for in the Preliminary Draft. Please find below a summary of the most relevant amendments introduced by the Preliminary Draft. I. Amendments to the Securities Code 1. General Aspects: (i) Amendment to the list of financial instruments provided for in article 2 of the CVM, with the inclusion of the emission allowances and the exclusion of commodity derivatives that have the characteristics of wholesale energy products that must be physically settled traded on an organized trading facility. (ii) Amendments to the exceptions to the principle of exclusivity of exercise of financial intermediation activities (article 289.º, number 3, of the CVM), among which we highlight the following: (a) automatization of an exception (subject to certain requirements) for the persons who deal on own account in commodity derivatives and emission allowances or who provide investment services on those instruments; (b) limitation of the scope of the exception related to the persons who have as sole investment activity the dealing on own account; WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 3/15 (c) introduction of new exceptions regarding the operators that are subject to compliance obligations in the context of the scheme for greenhouse gas emission allowance trading (Directive no. 2003/87/CE), for the transmission system operators and for the central securities depositaries. 2. Amendments to the investment advice legal framework: (i) Enhancing of information duties regarding the provided services; (ii) Introduction of a duty to deliver to the investor a document exposing the suitability assessment of the investment or service recommended to him; (iii) Introduction of a specific regime (more demanding) for the independent advice, a new concept introduced by the MiFID II and recognized in the Preliminary Draft, which is characterized essentially by the following aspects: (a) The financial intermediary shall assess a sufficiently diverse range of financial instruments (regarding to its type and to the issuers or distributors) available in the market, which shall not be limited to financial instruments issued or provided by the investment firm or entities with close links with the investment firm; (b) The financial intermediary shall not accept or receive fees, commissions or any monetary and non-monetary benefits paid or provided by a third party or a person acting on behalf of a third party in relation to the services provided to the clients1; (c) The performance of the independent advice shall be segregated from other advice services provided by the financial intermediary; (iv) Amendment of the regulatory framework concerning to the investment advisers’ registry. 3. Amendments regarding the conduct duties of the financial intermediaries (i) Amendment of the provisions on illegitimate benefits prohibition, being the information duties in relation to this matter reinforced and being specified the conditions on which the benefit is granted for the improvement of the service quality, as well as the benefits allowed in relation to investment recommendations; (ii) In respect of the transaction suitability assessment, the Preliminary Draft provides for (a) its reinforcement in case of provision of portfolio management services and investment advice, (b) the limitation of the list of “non-complex” 1 Also applicable to the portfolio management. WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 4/15 instruments for the purposes of the “execution-only” scheme provided for in article 314.º-D of the CVM (in which case the above mentioned assessment is not required) and (c) the application of the “execution-only” scheme only when an ancillary service regarding the granting of credit for the execution of transactions on financial instruments is not provided; (iii) Regarding client categorization, the terminology “qualified investor/non-qualified investor” is replaced by MiFID’s terminology – “professional investor/nonprofessional investor”; (iv) Amendments to the provisions on the registry of orders received by phone or electronic means; (v) Reinforcement of the information duties of the intermediaries regarding their orderexecution policy, including the annual disclosure of the five most frequently trading venues used by the them and the quality of execution obtained; (vi) Introduction of the prohibition of conclusion of title transfer financial collateral arrangements with non-professional investors in order to guarantee the obligations of those clients. 4. Amendments regarding the organizational duties of the financial intermediaries: (i) Establishment of the duty of the financial intermediaries who provide investment services/activities to establish internal policies and approval arrangements in respect of the production and distribution of financial instruments (product governance), taking into account its target market; (ii) Adoption of rules on employees remuneration, including the obligation of the financial intermediaries to establish an employees’ remuneration and assessment policy that ensures that they do not conflict with the duty to act in the interest of the clients. 5. Amendments regarding the organized trading structures: (i) Introduction of new organized trading structure: the Organised Trading Facilities (OTF), which, among other aspects, is characterized by the fact that (a) only nonequity instruments may be traded, (b) as a rule, the managing entity cannot execute clients’ orders against its own portfolio or from entities of the same group; (c) the execution of orders may be carried out on a discretionary basis in certain circumstances; WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 5/15 (ii) In the multilateral trading facilities, a requirement of a minimum of 3 participants with relevant activity is established and the prohibition of execution of orders against the managing entity’s own portfolio is now expressly provided; (iii) In what concerns to systematic internalisation2 , quantitative thresholds are established, by reference to the European regulation3 , for the purposes of the qualification of a financial intermediary as systematic internaliser (which obliges to a communication to CMVM - the Securities Market Commission); (iv) Reinforcement of the organization duties and technical requirements applicable to the trading platforms; (v) Establishment of the multilateral trading facilities to the SME growth markets; (vi) Regulation of Algorithmic trading, being the entities which carry out algorithmic trading subject to certain internal organization requirements and being specific requirements established for the high-frequency algorithmic trading and for the algorithmic trading with market makers strategies; (vii) Lastly, adoption of specific duties applicable to financial intermediaries which provide direct electronic access to a trading platform, as well as to the trading platforms which allow such type of access. 6. Other amendments to be highlighted: (i) Regulation of the participation in emission allowances auctions; (ii) Regarding commodities derivatives, establishment of provisions on the position limits, position management controls and positions reporting. II. Amendments to the Legal Framework applicable to Credit Institutions and Financial Companies (RGICSF) 1. Amendments at prudential level (i) Possibility of appointment of tied agents by credit institutions for the provision of investment services, being the establishment and the provision of investment services by credit institutions through tied agents governed and being communication rules between the supervision authorities provided for in the Preliminary Draft; 2 Which is extended in the MIFIR to instruments similar to shares and to non-equity instruments. 3 Thresholds provided for in the Delegated Regulation of the European Commission which completes the Directive 2014/65/EU. WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 6/15 (ii) Extension of the requirements of communication to the supervision authorities applicable to investment firms when they appoint tied agents for the execution of investment activities or provision of services; (iii) Possibility of establishing in Portugal branches of investment firms with head office in third-countries, being the establishment terms and the authorization requirements, as well as the respective revocation, provided for in the Preliminary Draft; (iv) Establishment of an exception to the authorization requirement applicable to the provision of investment services at the exclusive initiative of the client by investment firms with head office in third-countries; (v) Equivalence of the requirements for the establishment of branches of credit institutions with head office in a third-county and the establishment of branches of investment firms with head office in a third-country; (vi) In the scope of the authorization procedure for the incorporation of credit institutions and investment firms, it is expressly required the identification of the indirect shareholders who hold qualifying holdings (or, if there is no qualifying holding, of the twenty major shareholders) and of the ultimate effective beneficiary or beneficiaries of the relevant holding. 2. Amendments at the market conduct level (i) Regulation of the duty of product suitability assessment in the scope of the marketing of banking retail products and services; (ii) New rules on governance and monitoring proceedings to be implemented by credit institutions in the scope of the conception and marketing of retail banking products and services4; (iii) Introduction of some framework or complementary provisions regarding the regulation of structured deposits, which is included in a separate act, with the RGICSF providing for the provision of advice services by certain investment firms in respect of structured deposits; (iv) Development of the provisions regarding conflicts of interest5 in the context of the activity of credit institutions in the retail banking markets; 4/6/7In fact, these matters are provided for in the MiFID II for structured deposits, which are governed in separate acts, but the Preliminary Draft chose to provide for similar rules for the conception and marketing of all retail banking products and services. WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 7/15 (v) Adoption of rules regarding employees’ remuneration and assessment6 , as well as the respective knowledge and skills; (vi) Introduction of provisions regarding the operations registry and file; (vii) Finally, amendments to the sanctions framework. III. Final Remarks As a final remark, it shall be noted that the Preliminary Draft provides for several amendments to other legal instruments (namely Decree-Law no. 357-C/2007, of 31 October, Decree-Law no. 163/94, of 4 July, and Decree-Law no. 162/2001, of 28 September), as well as the adoption of a new legal instrument that approves the legal framework on the conception, marketing and provision of advice services regarding structured deposits, which we do not have the chance to analyse in this Newsletter. Oh the other hand, one should keep in mind that the amendments to the Securities Code and to the Legal Framework applicable to Credit Institutions and Financial Companies in order to transpose the MiFID II shall be considered in conjunction with the MiFIR, which is directly applicable in our internal legal system (no transposition is required) and which also introduces several innovations in the regulation of the financial markets, as well as the respective level 2 legislation (delegated acts and technic provisions). In fact, the application of the MiFIR and of the level 2 provisions implied several amendments to the Securities Code and the revocation of some of its provisions. The public consultation ends on 9 February and the transposition of the MiFID II shall take place until 3 July 2017. The transposition provisions (with certain exceptions) shall come into force in 1 January 2018, the same date of the entry into force of the MIFIR and of certain level 2 acts. II LEGISLATION A. Banking Law: Institutional and Material Commission Implementing Regulation (EU) 2016/2070 of September 14, 2016, published in the Official Journal on December 2, 2016 Laying down implementing technical standards for templates, definitions and IT-solutions to be used by institutions when reporting to the European Banking Authority and to competent WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 8/15 authorities in accordance with Article 78(2) of Directive 2013/36/EU of the European Parliament and of the Council. Commission Implementing Decision (EU) 2016/2358 of 20 December 2016 Amending Implementing Decision 2014/908/EU as regards the lists of third countries and territories whose supervisory and regulatory requirements are considered equivalent for the purposes of the treatment of exposures according to Regulation (EU) No. 575/2013 of the European Parliament and of the Council. European Central Bank Opinion of the European Central Bank of October 12, 2016 on a proposal for a directive of the European Parliament and of the Council amending Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing and amending Directive 2009/101/EC. Decision (EU) 2016/2248 of the European Central Bank of November 3, 2016 On the allocation of monetary income of the national central banks of Member States whose currency is the euro. Guideline (EU) 2016/1993 of the European Central Bank of November 4, 2016 Laying down the principles for the coordination of the assessment pursuant to Regulation (EU) No 575/2013 of the European Parliament and of the Council and the monitoring of institutional protection schemes including significant and less significant institutions. Guideline (EU) 2016/1994 of the European Central Bank of November 4, 2016 On the approach for the recognition of institutional protection schemes for prudential purposes by national competent authorities pursuant to Regulation (EU) No. 575/2013 of the European Parliament and of the Council. Guideline (EU) 2016/ 2298 of the European Central Bank of November 2, 2016 Amending Guideline (EU) 2015/510 on the implementation of the Eurosystem monetary policy framework. Guideline (EU) 2016/2299 of the European Central Bank of November 2, 2016 Amending Guideline (EU) 2016/65 on the valuation haircuts applied in the implementation of the Eurosystem monetary policy framework. WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 9/15 Guideline (EU) 2016/2300 of the European Central Bank of November 2, 2016 Amending Guideline ECB/2014/31 on additional temporary measures relating to Eurosystem refinancing operations and eligibility of collateral. Guideline (EU) 2016/2249 of the European Central Bank of November 3, 2016 On the legal framework for accounting and financial reporting in the European System of Central Banks. Bank of Portugal Notices Notice No. 8/2016, which has entered into force on December 1, 2016, regulates the duties of recording and reporting to the Bank of Portugal provided for in paragraphs 3 and 5 of article 118-A of the Legal Regime of Credit Institutions and Financial Companies and in article 9-A of the Legal Framework of Payment Services and Electronic Money, as well as the conditions, mechanisms and procedures necessary for the its fulfillment. Bank of Portugal Instructions Instruction No. 14/2016, which has entered into force on October 31, 2016, amending the Instruction No. 7/2012, of March 15, 2012 on Intervention Operations Market (temporary additional measures). Instruction No. 15/2016, which has entered into force on October 31, 2016, amending the Instruction No. 3/2015, of May 15, 2015 on the implementation of Eurosystem monetary policy. Instruction No. 16/2016, which has entered into force on January 1, 2017, discloses, for the first quarter of 2017, the maximum rates on credit agreements for consumers under Decree-Law No. 133/2009, of 2 June. Instruction No. 17/2016, which has entered into force on January 1, 2017, amending the Instruction No. 7/2012, of March 15, 2012. Instruction No. 18/2016, which has entered into force on January 1, 2017, amending the Instruction No. 3/2015, of May 15, 2015 on the implementation of Eurosystem monetary policy. Instruction No. 19/2016, which has entered into force on December 24, 2016, requests to the credit institutions to provide information on housing loans, as defined in paragraphs 1 and 2 of article 1 of Decree-Law no. 51/2007, of March 7, as well as on collateral and borrower income, early repayments and renegotiations. WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 10/15 Instruction No. 21/2016, which has entered into force on January 1, 2017, sets at 0.0291% the base rate for determining the periodic contributions to the Resolution Fund in 2017. Instruction No. 22/2016, which has entered into force on January 1, 2017, sets at 0.00014% the base contributory rate for the determination of the rate of each institution, as well as the value of the minimum contribution to the Deposit Guarantee Fund to be made by the participating institutions (110.00 euros) in 2017. The participating credit institutions may not replace their annual contribution for irrevocable payment commitments. Instruction No. 23/2016, which has entered into force on January 1, 2017, sets at 0.0017% the base contributory rate for determining the rate of each participating institution for the Mutual Agricultural Credit Guarantee Fund in 2017, and sets at 50% the percentage of eligibility of subordinated loans of the Mutual Agricultural Credit Banks financially assisted by the Fund. Bank of Portugal Circular Letters Circular Letter No. 5/2016/DMR, of November 15, 2016, informs about the deadlines for notification of the minimum reserve amount (monthly reporting) as well as the schedule of maintenance periods for the years 2017 and 2018. Circular Letter No. 6/2016/DMR, of November 15, 2016, informs about the deadlines for notification of the minimum reserve amount (quarterly reporting) as well as the schedule of maintenance periods for the years 2017 and 2018. Circular Letter No. 91/2016/DET, of December 23, 2016, informs that, in the scope of the disclosure of qualified information on cash, the Bank of Portugal decided to discontinue access to that information in the “Company Area” of its official website, becoming available through the BPnet channel. Repeals the Circular Letter No. 1/2013/DET, of February 2. Circular Letter No. 94/2016/DET, of December 27, 2016, reports that as from January 2, 2017, for all users of the GOLD application who have subscribed the “On-line queries of treasury operations” service will be available a new functionality called “Metric Currency Surplus Registration Module”, for reporting and information sharing. B. Insurance Law: Institutional and Material ASF Regulation No. 11/2016-R - Official Gazette No. 215/2016, Series II of November 9, 2016 Norma Regulamentar que tem por objecto a regulamentação dos procedimentos de recolha dos dados indispensáveis ao cumprimento das obrigações da Autoridade de Supervisão de WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 11/15 Seguros e Fundos de Pensões relativas à informação para a regularização de sinistros automóvel e ao controlo do cumprimento da obrigação de seguro de responsabilidade civil automóvel. ASF Regulation No. 12/2016-R - Official Gazette No. 230/2016, Series II of November 30, 2016 Approves the uniform general conditions of the insurance of harvests of fruits and vegetables for the Autonomous Region of Madeira. ASF Regulation No. 13/2016-R - Official Gazette No. 241/2016, Series II of December 19, 2016 Establishes the quarterly indexes to consider for the purposes of updating the insured capital in insurance contracts within the “Fire and nature” class of insurance, which are entered into or become due in the first quarter of 2017. Commission Implementing Regulation (EU) 2016/1976 of November 10, 2016 Laying down technical information for the calculation of technical provisions and basic own funds for reporting with reference dates from 30 September until 30 December 2016 in accordance with Directive 2009/138/EC of the European Parliament and of the Council on the taking-up and pursuit of the business of Insurance and Reinsurance. C. Securities and Capital Markets Commission Implementing Regulation (EU) 2016/1800 of October 11, 2016 Laying down implementing technical standards with regard to the allocation of credit assessments of external credit assessment institutions to an objective scale of credit quality steps in accordance with Directive 2009/138/EC of the European Parliament and of the Council. Commission Implementing Regulation (EU) 2016/1801 of October 11, 2016 Laying down implementing technical standards with regard to the mapping of credit assessments of external credit assessment institutions for securitisation in accordance with Regulation (EU) No. 575/2013 of the European Parliament and of the Council. Commission Implementing Regulation (EU) 2016/1868 of October 20, 2016 Amending and correcting Implementing Regulation (EU) 2015/2450 laying down implementing technical standards with regard to the templates for the submission of information to the supervisory authorities according to Directive 2009/138/EC of the European Parliament and of the Council. WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 12/15 Commission Delegated Regulation (EU) 2016/2020 of May 26, 2016, published in the Official Journal on November 19 Supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council on markets in financial instruments with regard to regulatory technical standards on criteria for determining whether derivatives subject to the clearing obligation should be subject to the trading obligation. Commission Delegated Regulation (EU) 2016/2021 of June 2, 2016, published in the Official Journal on November 19 Supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council on markets in financial instruments with regard to regulatory technical standards on access in respect of benchmarks. Commission Delegated Regulation (EU) 2016/2022 of July 14, 2016, published in the Official Journal on November 19 Supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards concerning the information for registration of third-country firms and the format of information to be provided to the clients. Commission Delegated Regulation (EU) 2016/2251 of October 4, 2016, published in the Official Journal on December 12 Supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories with regard to regulatory technical standards for risk-mitigation techniques for OTC derivative contracts not cleared by a central counterparty. European Central Bank Opinion of the European Central Bank of 12 September 2016 on a proposal for a Regulation of the European Parliament and of the Council amending Regulation (EU) No 345/2013 on European venture capital funds and Regulation (EU) No 346/2013 on European social entrepreneurship funds. III RELEVANT COURT DECISIONS Judgement from the Supreme Court of Justice of November 22, 2016 (Case no. 454/14.8) This decision has ben issued in connection with a bank loan in the amount of € 5,400.000,00, guaranteed by three pledge agreements over bank accounts. Said bank accounts comprised wither cash and/or financial assets. Pursuant to the pledge agreements the Bank was obliged WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 13/15 to notify the debtor upon the occurrence of an event of default, in which case the loan would become immediately due and payable. Upon the occurrence of an event of default, the Bank has immediately enforced the pledges without providing any notification to the client. The Court considered that, when the amounts of the Authors' accounts were transferred by the Bank, the monthly payment of the loan agreement had already expired, even though the obligation arising from the pledge wasn’t still due, since it depended of the notification by the Bank to the debtor. As such, the Court determined that the transfer of those amounts from the clients' accounts had been, untimely, without legal support and therefore unlawful and presumably culpable, and that it had caused damages to the client due to the lack of immediate availability of the amounts and consequently the bank should be deemed as contractually civil liable towards the client. Judgement from the Supreme Court of Justice of November 3, 2016 (Case no. 73/14.9) In this case, there was an accident between two motor vehicles, and the insurance of the vehicle which caused the accident was vitiated by false declarations. The question before the Court was if the nullity of the insurance contract would be enforceable against the injured party or to whom it was subrogated. The Court clarified that although the insurance contract could be declared null and void, such nullity would not be enforceable against the injured party due to the Decree-Law no. 291/2007, August 21, which provides a restrictive regime of exceptions against those injured parties. The Court also considered that it is not an obstacle to this conclusion the provision contained in article 147 of the Insurance Contract Law, inasmuch as this provision shall not apply to compulsory insurance against civil liability. Judgement from the Supreme Court of Justice of November 22, 2016 (Case no. 38/12.5) In this judgement, the Court clarified that the promissory note can be validly transferred to third parties, either through endorsement or through an ordinary assignment of credits (articles 77 and 11 of LULL), which is the only form of transmission if the promissory note is filled with the words "not at order" or equivalent. On the other hand, the Court underlined that the assignment of credits is governed by articles 577 et seq. of the Portuguese Civil Code and has different effects when compared to the endorsement, namely, the assignor is not liable towards the assignee for the satisfaction of the credit by the debtor, unless the assignment corresponds to the “datio pro solvendo” modality (article 840 of the Portuguese Civil Code ), the debtor may oppose to the assignee, even if he or she does not know it, all the defenses that he or she would be entitled to claim towards the assignor (article 585 of the Portuguese Civil Code) and, finally, the Court explained WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 14/15 that, unless otherwise agreed, the collateral and other accessories of the transferred right are also transferred to the assignee. As such, the Court determined that upon the assignment of the credit resulting from the business underlying to the promissory note subscription (onerous loan) the promissory note was also transferred as an accessory guarantee of the payment due and due to the material lawfulness conferred by the assignment of credits’ public deed, the executor is the legitimate bearer of the promissory note and may prosecute its subscribers for non-compliance. Judgement from the Court of Appeal of Lisbon of October 13, 2016 (Case no. 2513/14.8) Within the context of a bank deposit fraudulent bank transfers have been executed through the use of a home banking system. The Court considered that in what concerns to bank frauds through IT systems provided by the banks, it must be the bank to prove that the willful default or misconduct of the client. Accordingly, the bank is deemed liable for the risks in connection with the use of home banking systems. Consequently if the bank is unable to prove the client’s fault in the execution of a bank operation, the bank is deemed as liable for reimbursing the client of the amounts that were subject to unauthorized transfers. The Court concluded that the client’s conduct wasn’t seriously reprehensible and consequently the bank should be liable for the reimbursing any amounts exceeding €150,00 whilst the client was deemed as liable regarding any amounts equal to or lower than that amount due to the breach of confidentiality duties. WWW.CUATRECASAS.COM NEWSLETTER I FINANCE AND CAPITAL MARKETS 15/15 CONTACTS CUATRECASAS, GONÇALVES PEREIRA & ASSOCIADOS, RL Sociedade de Advogados de Responsabilidade Limitada LISBOA Praça Marquês de Pombal, 2 (e 1-8º) I 1250-160 Lisboa I Portugal Tel. (351) 21 355 3800 I Fax (351) 21 353 2362 email@example.com I www.cuatrecasas.com PORTO Avenida da Boavista, 3265 - 5.1 I 4100-137 Porto I Portugal Tel. (351) 22 616 6920 I Fax (351) 22 616 6949 firstname.lastname@example.org I www.cuatrecasas.com This Newsletter was prepared by Cuatrecasas, Gonçalves Pereira & Associados, RL for information purposes only and should not be understood as a form of advertising. The information provided and the opinions expressed herein are of a general nature and should not, under any circumstances, be a replacement for adequate legal advice for the resolution of specific cases. Therefore, Cuatrecasas, Gonçalves Pereira & Associados, RL is not liable for any possible damages caused by its use. Access to the information provided in this Newsletter does not imply the formation of a lawyer-client relationship or of any other sort of legal relationship. This Newsletter is published free of charge and may not be copied or distributed without formal prior consent. If you do not wish to continue receiving this Newsletter, please send an e-mail to email@example.com.