PORTUGAL Law and Practice Contributed by: Assunção Cristas, Catarina Pinto Correia and Carolina Vaza, VdA
• acts and omissions harmful to the climate; • practices that violate legal provisions on climate; and • the improper or abusive use of natural resources. Pursuant to the CSDDD, a parent company can be liable without prejudice to the civil liability of its sub - sidiaries or of any direct and indirect business part - ners in the chain of activities of the company. None - theless, when the damage was caused jointly by the parent company and its subsidiary, direct or indirect business partner, they shall be liable jointly and sever - ally. Where the parent company fulfils the obligation of combating climate change on behalf of the subsidiary, the subsidiary shall comply with the obligations laid down in Article 22 of the CSDDD concerning com - bating climate change in accordance with the parent company’s transition plan for climate change mitiga - tion accordingly adapted to its business model and strategy. It should be noted that the fulfilment of some of the due diligence obligations at a group level should be without prejudice to the civil liability of subsidiaries under the CSDDD in respect of victims to whom the damage is caused. In fact, if the conditions for civil liability are met, the subsidiary could be held liable for damage that occurred, irrespective of whether the due diligence obligations were carried out by the subsidiary or by the parent company on behalf of the subsidiary. The CSDDD provides the possibility to exclude an ulti - mate parent company from any due diligence obliga - tions if its main activity is the holding of shares in oper - ational subsidiaries and does not engage in the taking of management, operational or financial decisions affecting the group or one or more of its subsidiaries, and only if one of its subsidiaries established in the EU fulfils all obligations under the CSDDD on behalf of the holding company. For that purpose, an application needs to be submitted to the competent supervisory authority of the holding company. Joint liability for both the ultimate parent company and the designated sub - sidiary is foreseen in case of failure of the subsidiary to comply with the obligations. The CSDDD was revised under the Omnibus I Package, with the due diligence methodology becoming clear and more proportionate. For example, companies must begin with a scoping exercise, based solely on reasonably available infor -
mation, to identify where potential adverse impacts on the environment and human rights are most likely and most severe. Requests for information from part - ners are also limited to what is necessary, and, in the case of partners with fewer than 5,000 employees, should only be made when the information cannot be obtained by other means. The deadline for transposition has been delayed until 26 July 2028 and the rules will apply to companies from July 2029, with the Commission due to issue general due diligence guidelines by 26 July 2027 to support implementation. 4.4 Social Context In Portugal, although there are very generous laws in this area and there is a public awareness of the impact of climate change, there is no particularly consistent social pressure or action to influence stakeholders’ decisions. In other words, there is widespread consensus in Por - tugal regarding the importance and impact of climate change on everyone’s lives and future, with growing awareness, particularly following the forest fires of 2017 and more recently the 2026 windstorms and floods. However, there are no organised movements that are representative of society and capable of put - ting pressure on the relevant authorities and stake - holders in a consistent and vocal manner. There is already a visible trend to include climate change due diligence and even minimum safeguards due diligence in M&A, finance and property transac - tions. Currently, companies that are eligible under the European Taxonomy Regulation to have an activity aligned with the taxonomy must: • make a substantial contribution to one of the six environmental objectives; • not significantly harm the other remaining five objectives; and 5. Transactions 5.1 Due Diligence
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