CABO VERDE Trends and Developments Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Manuel Esteves de Albuquerque and Júlio Martins Júnior, Raposo Bernardo & Associados
erating liability for the directors or when it is necessary to assess the company’s accounts. In joint stock companies ( sociedades anónimas ), the protection is even more robust. Article 248 grants any shareholder the right to consult management reports, accounts from recent financial years, minutes of gen - eral meetings, remuneration of corporate bodies, and other essential elements to understand the company’s reality. Furthermore, shareholders holding at least 5% of the share capital, or 2% in listed companies, may request additional information on specific corporate matters. This reduction of the threshold to 2% in companies issuing securities reflects the legislator’s clear concern with the shareholder dispersion typical of companies open to the market. The solution is aligned with the OECD principles, which advocate for the timely and transparent disclo - sure of relevant information to investors. Ultimately, the right to information assumes an instru - mental function relative to all other protection mecha - nisms for minority shareholders. The exercise of vot - ing rights, the challenging of corporate resolutions, the promotion of liability actions against directors, or the supervision of corporate activity inevitably presup - pose prior access to adequate, complete and reliable information. For this reason, modern corporate gov - ernance tends to consider transparency not just as a duty of the company, but as a structural guarantee of balance between the majority and the minority. The regime established by the Cabo Verdean Commer - cial Companies Code reflects this concern, provid - ing shareholders with effective instruments to reduce information asymmetries that traditionally favour those who hold control of the company, and thereby reinforcing trust, accountability and the integrity of corporate life. The judicial inquiry as a protection mechanism The right to information would be ineffective if there were no mechanism capable of reacting to its viola - tion. For this reason, the Code provides for the pos - sibility of recourse to the court whenever requests for
information are refused, or when the information pro - vided is incomplete or false. In limited liability companies ( sociedades por quotas ), Article 182 allows the shareholder to request a judicial inquiry. In joint stock companies ( sociedades anóni- mas ), the regime is even more developed, with Article 250 allowing any shareholder to judicially request an inquiry into the company when the requested informa - tion is refused or provided inadequately. The court may order the provision of the information, appoint an independent investigator, dismiss directors responsible for irregularities, appoint a judicial admin - istrator, or even dissolve the company in extreme situ - ations. From a corporate governance perspective, the judicial inquiry plays an essential role in the external supervi - sion of corporate activity. The OECD Principles rec - ognise that shareholders must have effective mecha - nisms to obtain redress when their rights are violated and to hold those exercising management or control functions accountable. The regime established by the Cabo Verdean Commercial Companies Code imple - ments this guidance by granting minority sharehold - ers a procedural instrument capable of overcoming information blockages and situations where corporate bodies are captured by the majority. The possibility of judicial intervention does not protect individual interests alone. It also contributes to pro - moting a culture of transparency, integrity and good governance, strengthening investor confidence and the long-term sustainability of commercial companies. Protection against the abuse of the majority One of the greatest risks for minority shareholders is the possibility of the majority using its voting power to approve resolutions that are favourable to the major - ity’s private interests. The Code combats this challenge through the legal concept of the abuse of the majority. Under the terms of Article 67, resolutions are voidable if they create special advantages for certain shareholders or third parties to the detriment of the company or other shareholders, when such advantages represent a
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