PORTUGAL Law and Practice Contributed by: Andreia Candeias Mousinho, Diogo Duarte Campos, João Marques Mendes and Raquel Freitas, PLMJ
151-B/2013), the competent entity must disclose this information via its website. Companies that hold an Environmental Licence are also required to send an annual environmental report to the APA, to demonstrate compliance with all the conditions set by the Environmental Licence. The management report that companies must pre- pare under corporate legislation must include, as far as necessary to understand the evolution of the busi- ness, the company’s performance or position, non- financial information (including environmental matters) and an assessment of the risk exposure to climate change. This is mandatory for large companies – any undertaking that exceeds two of the following three thresholds: • average number of employees during the period of 250 that are public interest entities, which, by the closing of the balance sheet, employ an average of more than 500 workers during the financial year. See 6.5 ESG Requirements . • balance sheet total of EUR20,000; • net turnover of EUR 40 million; and For details of the environmental information to be made available to economic and financial agents, see 9.1 Financial Institutions/Lenders . 16.4 Green Finance Green finance in Portugal is broadly aligned with inter- national market standards (LMA principles/guidelines and ICMA Principles), and oversight sits with the Portuguese Securities Market Commission (CMVM), the Bank of Portugal, and the Insurance and Pen- sion Funds Supervisory Authority. In addition to this market-led alignment, the EU Green Bond Standard has applied since December 2024, with the CMVM
designated as the competent authority in Portugal, including for supervising/registering external review- ers. The CMVM also issued a Sustainability Guide in 2024 to steer supervised entities in line with the EU framework. Portugal also adopted Decree-Law No 4/2024 estab- lishing a national framework for the VCM.
17. Transactions 17.1 Environmental Due Diligence
It is now very common to include an analysis of environmental matters within the scope of the due diligence exercises that precede M&A, finance and property transactions. Moreover, it is also usual to complement legal due diligence with technical due diligence. Typically, the matters examined include whether the essential environmental permits are in place to con- duct an activity or to utilise a property. 17.2 Disclosure of Environmental Information There is no express legal requirement that requires a seller to disclose environmental information to a purchaser. However, the principle of good faith in the pre-contractual phase imposes duties of information that bind the parties to provide all the clarifications necessary for the honest conclusion of the contract. 17.3 Key Issues in Environmental Due Diligence The most common environmental issues that usually arise within the context of a transaction are related to environmental licensing, contamination of soil and water lines and the absence of, or non-compliance with, EIAs.
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