The legal regime applicable to mergers and spin-offs in Portugal has undergone recent changes that have improved and modernised the respective process of implementation. In fact, during 2009 two major documents (one law and one decree-law) were published with the aim of rationalising and simplifying the process of corporate restructuring, whether considered on a national level or under the specific circumstances that involve a cross-border operation.
On 12 May 2009, Law n.19/2009 amended the Portuguese Companies Code and the Commercial Registry Code by adapting Directive n.2005/56/EC of the European Parliament and of the Council of 26 October 2005 to the national law regarding cross-border mergers of limited liability companies, as well as adapting Directive 2007/63/CE of the European Parliament and of the Council of 13 November 2007, which calls for an independent expert’s report on a merger or spin-off of public limited liability companies and provides for an employee participation regime in the merger operation.
In general terms, the amendments adopted were implemented to simplify formal cross-border merger and spin-off procedures on the one hand, and to increase employee participation in such procedures on the other.
Regarding the formal procedures, several amendments were inserted into the Companies Code and the Commercial Registry Code, pertaining to companies set up in Portugal involved in cross-border mergers, namely:
Manuel João Pita, MLGT Madeira – Management and Investment, S.A.
