I OVERVIEW

i Deal activity2

The most recent reports on private equity activity, both from industry sources3 and official Portuguese sources,4 contain information up to the end of 2015.

According to Invest Europe, private equity investment in Portuguese companies amounted to approximately €152.1 million in 2015. This figure is the lowest ever since 2007, when investment totalled €213 million. It is also a noticeable decrease when compared to 2013 and 2014, when total investment amounted to approximately €339 and €265 million, respectively.

Buyout transactions were the predominant type of transaction in 2015, totalling approximately €49.5 million (32.5 per cent of the total). This amount was invested in 27 companies. Venture capital investment in start-ups was the second most relevant type of deal in terms of value, representing 28.3 per cent of all investments or, more specifically, €43.1 million, invested in 75 companies. ‘Growth capital’ deals also made up a significant percentage of investments in 2015, totalling €30.7 million invested in 24 companies and amounting to 20.2 per cent of all investments in terms of value. In all of the above, the figures seem to indicate that deals are, in most cases, on a small or a very small scale.

It is worth noting that 2015 was the only year apart from 2007 in which venture capital investments (including seed stage investments, investment in start-ups and later stage ventures) exceeded buyouts.

The statistics reveal that only €16 million of the total investments came from foreign countries; thus, local sponsors were responsible for almost 90 per cent of all investments.

As regards divestments, and excluding the data on ‘divestments by write-off’,5 ‘repayments of silent partnerships’6 and ‘repayments of principal loans’,7 37 transactions took place in 2015 with a total value of approximately €171 million. This number largely exceeds the total divestments in 2014 and 2013, which amounted, respectively, to approximately €60.4 million and €71.3 million. It also exceeds the total divestments in 2007, which totalled approximately €82.9 million. Private transactions accounted for all divestment transactions: no divestment through public offering has been recorded at any time in Portugal since 2007. The predominant divestment strategies have been sales to management (totalling 18 deals) and sales to financial institutions (totalling 13 deals). Only four trade sales took place in 2015 (although it should be taken into account that trade sale is defined by Invest Europe as ‘the sale of company shares to industrial investors’).

Some of the most active local sponsors are Explorer Investments, Capital Criativo, Inter Risco, ECS, Caixa Capital, Portugal Ventures and Oxy Capital. As regards foreign sponsors, many have either invested or been mentioned in public sources as having an interest in investing in the Portuguese market in the past, such as Apollo Global Management, The Carlyle Group, Lone Star Funds, Apax Partners, Cerberus Capital Management and Blackstone.

ii Operation of the market
Sale processes

Negotiated private transactions are the norm in Portugal for private equity.

Within private transactions, both auction processes and proprietary (bilateral) negotiated deals are common. However, auctions are only likely to be used in more valuable transactions due to their higher complexity and increased costs.

It is common for proprietary transactions to begin with the negotiation of non-disclosure and exclusivity agreements. These documents may be followed or accompanied by preliminary documents such as transaction term sheets, memoranda of understanding, letters of intent or non-binding offers that may include an indicative price, provisions on how the price is to be paid and other essential terms of understanding between the parties to proceed with the transaction. Break-up fees may or may not be included, depending more on the parties’ commercial concerns than on any other factor. Due diligence is often performed after signing the aforementioned documents, but can include also ‘high-level’ preliminary due diligence carried out beforehand, covering the disclosure of information on selected aspects, so as to allow the purchaser to take an informed decision on whether to continue with the process. After satisfactory due diligence, the normal course of action is for a purchase agreement, together with any other transaction documents such as shareholders’ agreements, to be negotiated. Depending on the particular features of each transaction and the complexity of the deal, the entire process usually takes several months to be completed.

Auctions usually involve a financial adviser working together with the seller, and tend to begin with a process letter from the seller to several potential purchasers setting out the terms under which each addressee is invited to present an offer to purchase the target. The letters are usually accompanied by information memoranda or similar ‘pitch book’ documents prepared by financial advisers to the seller, and provide information on key commercial, financial and any other fundamentals of the target. The process usually has more than one stage. In a first stage, prospective purchasers generally submit non-binding offers setting out an indicative price for purchasing the target. A shorter list of prospective purchasers is then invited to advance to the next stage, in which access to due diligence information is provided. After performing due diligence, potential purchasers submit a binding offer. Frequently, as part of their binding offer, purchasers are required to also submit a mark-up of a previously provided draft shares purchase agreement and other essential deal documentation. Once the seller has elected a bidder to proceed with the transaction, subsequent negotiation of the transaction agreements takes place. It is normal for the entire process to take six months or longer.

Management incentive arrangements

The structure of management incentive packages is usually driven not only by commercial but also by tax and employment law concerns.

Incentive plans that are purely linked to management salaries (i.e., payment of cash bonuses for reaching objectives) are sometimes used. However, this type of incentive can be inefficient from a tax point of view as bonuses paid to directors may be subject to an autonomous corporate income tax charge if certain conditions are not met. Normally, this type of incentive is combined with others, such as those described below.

One common form of incentive is allowing management to acquire equity in the target or in the acquisition vehicle at a valuation that represents a discount in relation to the valuation implicit in the total investment made by the fund (‘sweet equity’). One way of implementing this type of scheme is for the management team to acquire shares at par value, with the full amount invested being allocated to share capital and with management receiving as many ordinary shares as correspond to such investment; the fund can then allocate part of its investment to share capital and, in order not to dilute the management beyond the commercially agreed levels, allocate the remainder to shareholder loans, share premiums, ancillary capital contributions, preferred non-voting shares or other forms of non-dilutive contributions (it should be noted that certain mandatory rules under the Portuguese Companies Code apply to preferred shares, which can constrain the parties’ freedom to structure the package as intended; the same applies to share premiums, which cannot be directly distributed to shareholders and may only be used, pursuant to Portuguese law, for specific purposes; for these reasons, these two forms of non-dilutive contributions may be less desirable). This type of incentive is usually accompanied by lockup periods, tag-along and drag-along clauses, and ‘good leaver’ or ‘bad leaver’ provisions. The ultimate objective is to allow management to cash-out together with the fund upon divestment, which, from a tax point of view, can be more efficient than purely salary-linked compensation, as capital gains are, as general rule, taxed at a maximum rate of 28 per cent (except if the divestment refers to a company resident in a listed tax haven, in which case a rate of 35 per cent applies) instead of the higher general progressive personal income tax rates applicable to employment or director remuneration.

Further types of incentive that are usually combined with the foregoing are ‘ratchet’ provisions consisting, essentially, of mechanisms whereby the fund commits to share with management part of its capital gains obtained upon divestment. The sharing of gains is made conditional upon the fund having obtained a minimum internal rate of return on its investment and, possibly, on the price at divestment being, at least, an agreed multiple of the initial investment made by the fund. This type of mechanism can have several tranches: for example, the fund may agree to share with management 10 per cent of all capital gains in the part of such gains amounting to a multiple of twice the initial investment 20 per cent of all gains in the part amounting to between twice and four times the fund’s investment, and an even higher percentage for the part of realised gains that exceeds a multiple of four times the initial investment. Whenever the fund’s interest has been acquired from management, the parties may agree to treat the shared ‘ratchet’ amount as an additional component of the purchase price initially paid by the fund to acquire such interest, so that the shared amount is subject to the improved tax treatment referred above regarding capital gains.

II LEGAL FRAMEWORK

i Acquisition of control and minority interests
Prior authorisation requirements

As a general rule, the acquisition of equity stakes (whether control or minority stakes) in Portuguese companies by private equity funds or any other type of investor is not subject to any sort of administrative authorisation granted by any government agency or regulator. Particularly, investment by foreign entities, including non-EU investors, is not subject to any foreign investment prior authorisation. Foreign investors are not required to have a local partner when investing in Portugal, and there are essentially no limitations on the distribution of profits or dividends to shareholders located abroad. Likewise, as a general rule, no specific notification or registration is required for foreign individuals or entities that invest in Portugal. There are, however, exceptions to these general principles, one relevant example being, notably, the acquisition of relevant interests in entities in regulated sectors (such as credit institutions or insurance companies, which, regardless of the nationality of the prospective acquirer, require prior communication to, and no opposition from, the respective regulators).

Antitrust clearance from the Portuguese Competition Authority or from the European Commission may be required if the transaction is to meet or exceed concentration thresholds established by Portuguese or European law.

Control issues

Pursuant to the Companies Code, a company (regardless of where it is domiciled) that acquires (directly or through entities or individuals acting in concert with it) an interest of at least 10 per cent in the share capital of a Portuguese company must communicate this circumstance to the target in writing, as well as communicate to it in writing all further acquisitions or disposals of shares in the same, provided that the interest does not fall below such threshold of 10 per cent.

Whenever a Portuguese company acquires (directly or through entities or individuals acting in concert with it) an interest of 100 per cent in the share capital of another Portuguese company, the directors of the acquiring company must call a general shareholders’ meeting within six months of the acquisition of the 100 per cent interest so that the shareholders can decide whether to dissolve the acquired company, transfer an interest in the acquired company or keep the situation as it is.

Pending the adoption of any resolution, or if the shareholders of the acquiring company decide to keep the situation as it is, the acquiring company and the target will be considered to be in a ‘group’ relationship, which has consequences under the Companies Code. The ‘group’ relationship will be deemed terminated if either of the companies ceases to have a registered office in Portugal, the target is dissolved or more than 10 per cent of the share capital of the target ceases to be held by the acquirer.

Also pursuant to the Companies Code, a company that acquires, directly or together with individuals or entities acting in concert with it, at least 90 per cent of the share capital of a Portuguese entity is entitled to ‘squeeze out’ the remaining shareholders by purchasing their holdings, subject to conditions (particularly, the consideration must be deemed appropriate by an independent chartered auditor and must be in cash or in shares or bonds issued by the acquirer; furthermore, the consideration must be deposited in advance for the benefit of the minority shareholders). Likewise, the minority shareholders are also entitled to leave the company and require the acquirer to purchase their shares, subject to conditions. For companies whose capital is open to investment by the public specifically, a ‘squeeze out’ regime is foreseen under the Portuguese Securities Code, which is slightly different than the regime provided by the Companies Code.

The Companies Code provides a particularly important rule on the liability of companies for the debts of wholly owned subsidiaries. Pursuant to this rule, a company, upon acquiring 100 per cent of the share capital of another company (whether directly or indirectly with persons or entities acting in concert with it), becomes jointly and severally liable with the subsidiary for the latter’s debts. The interpretation of some aspects of this rule is however a matter of debate.8

In private limited liability companies by shares (SA companies), the general shareholders’ meeting or the sole shareholder is only allowed to resolve management matters (other than specific structural matters, which by law require the approval of the general shareholders’ meeting) if requested by the board of directors to do so. In private limited liability companies by quotas (Lda companies), it is generally understood that managing directors are required to follow any instructions issued by the general shareholders’ meeting or sole shareholder.

Minority shareholder protection9

The Companies Code contains several provisions that seek to protect the interests of minority shareholders.

In Lda companies, any shareholder is entitled to require the managing directors to call the general shareholders’ meeting or to add items to the agenda. In SA companies, shareholders holding at least 5 per cent of the share capital are entitled to request the chairperson of the general shareholders’ meeting to call the meeting or to add items to the agenda (in SAs that are listed companies this threshold is 2 per cent).

As a general rule, resolutions at the general shareholders’ meeting are approved with a majority of the votes cast. However, and without prejudice to any further voting requirements that may be included in the articles of association, the following matters, among others, must in principle be approved by a majority of votes corresponding to at least 75 per cent of the share capital in Lda companies or two-thirds of the votes cast in SA companies: amendments to the articles of association (including share capital increases), mergers, demergers, conversion into another form of entity and dissolution.

In Lda companies, any shareholder is entitled to send the managing directors an information request on how the company’s affairs are being managed. The managing directors are then required to fulfil such information requests, and provide true, complete and clarifying information, as well as to allow the shareholder to examine the accounts, books and other documents of the company at the registered office. These information rights may be subject to some regulation in the articles of association, provided that such regulation does not frustrate or unjustifiably curtail such rights. If a shareholder uses the information to the detriment of the company or of the other shareholders, it will be liable for any damages caused and may also be subject to compulsory loss of its equity. Furthermore, the managing directors can deny access to the information if there are concerns that the shareholder will use the information for purposes alien and harmful to the company, or whenever disclosure can breach legal secrecy obligations.10

In SA companies, any shareholder holding at least 1 per cent of the share capital of the company may examine, for duly justified reasons, the following information at the company’s registered office:

  • a management reports, accounts and related documentation for the three preceding years;
  • b calling notices, minutes and attendance lists for general shareholders’ meetings and bondholders’ meetings held during the three preceding years;
  • c information on the compensation paid during the three preceding years to the members of the corporate bodies and to the five or 10 employees with the highest compensation, depending on how many employees the company has; and
  • d share registers.

In the 15 days preceding any general shareholders’ meeting, any shareholder is also entitled to examine the information set out in the Companies Code, particularly background information on the members of the corporate bodies to be appointed at the meeting and the accounts to be approved in the meeting. Furthermore, any shareholder holding at least 10 per cent of the share capital may send the board of directors written information requests concerning the company’s affairs. These requests may only be denied if there are reasons to believe that the information will be used to the detriment of the company or of a shareholder, where the disclosure is in itself detrimental to the company or to its shareholders, or where the disclosure would entail a breach of legal obligations of secrecy.11

In both Lda and SA companies, at least half of the distributable financial year-end profits must be distributed to the shareholders, unless the articles of association state otherwise or unless a shareholders’ resolution determining the contrary is approved by at least 75 per cent of the share capital of the company.

On specific grounds set out in the Companies Code, and subject to material and procedural conditions, shareholders are entitled to request a court of law to declare the nullity of a shareholders’ resolution or to annul a shareholders’ resolution. Particularly, minority shareholders are entitled to request a court to annul a shareholders’ resolution that is aimed at ‘allowing one of the shareholders to acquire special advantages for itself or for third parties, in detriment of the company’s interests or the interests of other shareholders, or to cause harm to the company or its shareholders, unless it is provided that the resolution would still be adopted without the abusive votes’.

Finally, shareholders holding at least 5 per cent of the share capital of the company (or 2 per cent in the case of listed companies) may file a lawsuit against company directors requiring such directors to indemnify the company for any damages caused by them in the exercise of their functions. This right is supplementary to that of shareholders to action against directors for damages directly caused to them.

The articles of association of the relevant company may include other protection.

Structuring considerations

Normally, in cases of foreign investments, transaction structures are designed taking tax considerations into account, and particularly the taxation of dividends and capital gains on exit.

In this regard, Portuguese companies may benefit from Portugal’s broad double tax treaty network, the Parent–Subsidiary Directive, the Interest and Royalties Directive and the Merger Directive.

Moreover, the Portuguese tax framework also provides, under certain conditions, for a domestic participation exemption regime on dividends and capital gains that allows an efficient channelling of investments to non-EU countries.

ii Fiduciary duties and liabilities

Pursuant to Portuguese law, directors have both a generic duty of care, having to carry out the company’s management with a degree of ‘dedication, technical competence and knowledge of the company’s activities that adequately matches the office held by them’, applying the same level of diligence that would be applied by a ‘sound and organised manager’;12 and a generic duty of loyalty,13 having to act ‘to the exclusive benefit of the company, taking into account the long term interests of the shareholders and other stakeholders who are relevant for the company’s sustainability, such as employees, creditors and clients’. In addition to these two generic duties and their ramifications,14 other duties are foreseen under Portuguese law. Furthermore, the relevant company’s articles of association may include specific duties.

As a general rule, directors may be liable to a company for damages caused to it in the exercise of their functions unless they prove that they acted without guilt. However, a business judgment rule exists under the Companies Code pursuant to which no liability arises for the directors if they prove that they acted with ‘proper information’, ‘free of any personal interest’ and according to ‘criteria of business rationality’.

Directors are jointly and severally liable for damages caused to the company. Exceptionally, directors that were absent from a board meeting where decisions that caused detriment to the company were adopted, or which attended such meeting but voted against the decision and recorded their disagreement in writing, are exempt from liability. None of the directors is liable whenever their actions were based on decisions adopted by the shareholders, even if the relevant shareholders’ resolution is subject to being annulled.

A lawsuit against the directors for damages caused to the company requires a shareholders’ resolution approved with a simple majority of the votes cast or, as mentioned above, by shareholders holding at least 5 per cent of the share capital (or 2 per cent in listed companies).

Directors may also be liable to creditors of the company for being guilty of non-compliance with the applicable legal or contractual provisions that aim to protect creditors’ interests (e.g., restrictions on distributions) whenever this leads to the company’s assets becoming insufficient to pay off its debts. If directors are liable against the company, creditors may also, by subrogation, substitute the company and file a lawsuit against the directors, requiring them to indemnify the company for the damages caused. In addition, directors may also be liable to shareholders or third parties for damages directly caused to them in exercising their functions.

Furthermore, pursuant to the Companies Code, ‘all rules relating to liability of directors apply as well to any other persons to whom management functions were entrusted’. It is generally understood that this rule allows the filing of lawsuits not only against high-ranking officers but also against de facto directors and shadow directors, including shareholders and staff of shareholders that have exercised significant influence in the management of the company.

Pursuant to the Companies Code, a shareholder that (in light of the number of votes it has) is entitled, whether alone or in concert with other shareholders under a shareholders’ agreement, to appoint a director or a member of a supervisory body, is jointly and severally liable with such director or member of the supervisory body for damages caused to the company or to the shareholders in the case of culpability in the choice of the individual concerned, and if the appointment was approved with the votes of such shareholder and less than half of the votes of the other shareholders. Furthermore, any shareholder that, in the same way, is entitled to dismiss or request the dismissal of a director or member of a supervisory body of a company, and uses such influence to cause a director or member of supervisory body to commit any actions or omissions, is jointly and severally liable with the relevant individual for any damages caused to the company or its shareholders by such actions or omissions.

Finally, it should be noted that a Portuguese company that is a wholly owned subsidiary of another Portuguese company is entitled to require the former parent to indemnify it for any year-end losses that, for any reason, the subsidiary suffered during the period in which it was held by the parent if such losses were not offset against any accounting reserves generated during that time. This claim can only be made after the end of the 100 per cent ownership relationship, or beforehand if the subsidiary is declared insolvent.

Iii YEAR IN REVIEW

i Recent deal activity

Both foreign sponsors and local sponsors were active in the Portuguese market in 2016, either completing deals or showing public interest in the acquisition of Portuguese companies.

The envisaged sale of the share capital of Novo Banco15 by the Portuguese banking sector resolution fund has attracted the interest of several foreign private equity houses. Apollo Global Management and Centerbridge Partners are reported to have submitted a joint offer to purchase the bank in 2016. Likewise, Lone Star Funds is reported to have also submitted an offer and to be negotiating the purchase of the bank at the time of writing. Both Apollo Global Management and Lone Star Funds have already acquired assets in Portugal in the past.

The Carlyle Group completed a deal in 2016 with the shareholders of Logoplaste, a Portuguese global manufacturer of rigid plastic packaging products. The fund managed by this sponsor is said to have acquired a 60 per cent interest in Logoplaste.

Bridgepoint Capital reached an agreement at the end of 2016 to purchase Sapec Agro Business. This transaction was completed at the start of 2017.

Several transactions concerning the sale of interests in renewable energy assets took place in 2016, with funds having submitted bids.

Deals signed or completed by Portuguese sponsors recently include:

  • a the acquisition of Aleluia Cerâmicas by a fund managed by Oxy Capital;
  • b the sale of an interest held by a fund managed by Explorer Investments in Nutricafés;
  • c the acquisition by a fund managed by Inter-Risco of an interest of approximately 40 per cent in the share capital of Catari;
  • d the acquisition by a fund managed by Inter-Risco of ExpressGlass and Axial;
  • e the sale of Generis by Iberian sponsor Magnum Capital Industrial Partners.
ii Financing

There is currently limited acquisition financing available from the Portuguese banks, which seem to be reluctant to take this type of risk, likely in part as a consequence of liquidity constrains. Foreign sponsors that are involved in large deals may be (and are usually) able, however, to obtain financing in international bond or syndicated loan markets.

In any case, acquisition financing and security packages need to be structured to ensure compliance, notably, with Portuguese financial assistance rules.

iii Key terms of recent control transactions

With regard to price adjustment mechanisms, both completion accounts and locked box mechanisms are used in Portugal (with locked box mechanisms continuing to become more popular).

Material adverse change clauses are used in Portugal, although their inclusion or non-inclusion, and the terms for their operation (if included), very much depend on the relative bargaining power of the parties. Earn-outs and similar clauses are also used, again depending on the relative bargaining power of the parties (and the initial commercial understanding between them).

There seems to be a recent trend for share sale and purchase agreements to include provisions stating that the clauses that govern compensation for breach of representations and warranties are the only remedy available to any of the parties in such cases, and that the parties expressly waive any other remedies available under the Portuguese Civil Code. The validity of these clauses is debated, and the same have yet, to the best of our knowledge, to be tested before the Portuguese courts.

IV REGULATORY DEVELOPMENTS

The Portuguese Securities Market Commission (CMVM) is the national authority having supervisory responsibilities in relation to the private equity sector in Portugal under Law No. 18/2015, of 4 March (the PE legal framework), which transposes Directive No. 2011/61/EU of the European Parliament and of the Council of 8 June on alternative investment fund managers into Portuguese law.

The CMVM has a broad range of prerogatives to enable it to conduct its supervisory role (including investigation powers). These prerogatives are listed in the Securities Code, with some specificities being included in the PE legal framework.

Pursuant to the PE legal framework, in exercising its supervisory role, the CMVM must take into consideration any guidance issued by the European Securities and Markets Authority.16

No specific authorisation is required per se for a private equity fund to complete a divestment transaction, although, as mentioned above, some sectoral requirements may apply (e.g., no opposition from the Portuguese Central Bank to sales of qualified interests in credit institutions), and antitrust clearance from the Portuguese Competition Authority or from the European Commission if the transaction is to meet or exceed certain concentration thresholds.

V OUTLOOK

Recent economic statistics and predictions seem to indicate that, although Portugal’s economic recovery will be slow, the situation is improving, and indicators are expected to see at least modest but consistent progress in the future.

Lisbon’s thriving startup scene is gaining increased international recognition, as exemplified by the city hosting the 2016 edition, and in all probability the 2017 edition, of the Web Summit.17 While it remains to be seen whether the startup scene actually develops and manages to gain momentum in Lisbon, the venture capital industry could face parallel growth.

At the time of writing, several Portuguese companies are facing financial difficulties or are undergoing restructuring. Such market factors may continue to attract the interest of sponsors, including those specialised in distressed investments.

Finally, there also seems to be a trend of Portuguese companies seeking to reduce their financial indebtedness. As such, as firms attempt to deleverage, sales of non-strategic assets may start to emerge, generating investment opportunities for funds.


Footnotes

1 Francisco Brito e Abreu and Marta Pontes are partners, Joana Torres Ereio is a senior associate and José Maria Rodrigues and Gerard Everaert are associates at Uría Menéndez – Proença de Carvalho.

2 All the statistics in this sub-section were obtained from Invest Europe’s 2015 Yearbook (www.investeurope.eu/research/activity-data/annual-activity-statistics). As such, they are limited to the sphere of the Yearbook. The methodology used to define such sphere is described at the above link.

3 Particularly, www.investeurope.eu/research/activity-data/annual-activity-statistics.

4 www.cmvm.pt/pt/EstatisticasEstudosEPublicacoes/Publicacoes/CapitaldeRisco/Documents/RACR_
2015.pdf.

5 Defined as ‘the write-down of a portfolio company’s value to zero or a symbolic amount’.

6 A ‘silent partnership’ is defined by Invest Europe as follows: ‘A silent partnership belongs to the so-called mezzanine financing instruments. It is similar to a long-term bank loan, but, in contrast to a loan, a silent partnership is subject to a subordination clause, so that, in the event of insolvency, all other creditors are paid preferentially to the silent partner. The company has to repay the partnership and has to pay interest and possibly profit-related compensation.’

7 Defined by Invest Europe as follows: ‘If the private equity firm provided loans or purchased preference shares in the company at the time of the investment, then their repayment according to the amortisation schedule represents a decrease of the financial claim of the firm into the company, and hence a divestment.’

8 Specifically, the following aspects are debatable: whether the holding entity and the subsidiary must both have their registered office in Portugal for the joint and several liability to exist, or whether such liability exists even if the holding entity is located abroad; which debts are covered by the joint and several liability regime; and the moment when the holding entity ceases to be jointly and severally liable.

9 This section only provides a brief summary of minority shareholder protection under Portuguese
companies law.

10 If the information request is rejected, the shareholder is entitled to seek remedies, notably to require the general shareholders’ meeting to approve the disclosure of the information or to ask for a court-conducted inquiry on the company.

11 Similarly to Lda companies, if a shareholder’s information request is rejected, the shareholder may ask for a court-conducted inquiry on the company.

12 The standard duty of care is deemed to have several ramifications, including a duty to monitor, a duty to adopt reasonable decision-making processes and a duty to adopt reasonable decisions.

13 The standard duty of loyalty is also considered to have several ramifications, such as a duty to refrain from self-dealing, a duty to not compete and a duty to not take corporate opportunities.

14 See the two preceding footnotes.

15 Novo Banco, SA is a ‘good bank’ created as a consequence of the application of a resolution measure to Banco Espírito Santo, SA further to a decision adopted by the Portuguese Central Bank on 3 August 2014.

16 www.esma.europa.eu.

17 www.websummitlisbon.pt/homepage.