PORTUGAL Law and Practice Contributed by: Bernardo Abreu Mota, David Oliveira Festas and Francisco Albuquerque Reis, CS’Associados
panies and to corporate reorganisations in general as, on the one hand, it has introduced additional formal requirements and, on the other hand, it has increased the deadlines to execute these opera - tions (for example, the deadline for creditors to claim their credits on a merger was increased from one month to three months). • Law No 21/2023 of 25 May created the legal regime applicable to start-ups, scale-ups and busi - ness angels. To attract investment to Portugal, this regime grants several tax benefits to companies that have obtained this legal status. Also, Ordi - nance No 49/2025/1 of 20 February approved the Specific Regulation of the System of Incentives for the Competitiveness of Startups, regulating incen - tives benefiting micro, small and medium compa - nies, including those start-ups complying with the requirements in Law No 21/2023. 3.2 Significant Changes to Takeover Law Law No 99–A/2021 of 31 December 2021 came into effect at the end of January 2022 and amended a number of Portuguese laws and regulations, includ - ing the Portuguese Securities Code. One of the most significant features of the law reform is that listed companies are now allowed to have multiple voting shares. Other significant amendments made to the Portuguese Securities Code include the following: • open-ended companies ( sociedade aberta ) will no longer exist – Portuguese capital markets legisla - tion now revolves solely around listed companies; • Portuguese companies that issue shares admitted to trading on a regulated market or in a multilateral trading system are now allowed to issue multiple voting shares, up to a limit of five votes per share; • the threshold of 2% of voting rights to disclose qualified shareholdings has been removed; • the rules for taking part in shareholder meetings have been simplified; • the minimum prospectus exemption threshold has been increased from EUR5 million to EUR8 million; • underwriting by financial intermediaries is no longer mandatory in public offers; • the requirement that a competing bid cannot be submitted “on less favourable terms” than a pre - ceding offer has been removed;
• all shares subject to a takeover bid may now be acquired on a compulsory basis if the bidder and its associates hold at least 90% of the voting rights attaching to the company’s share capital (a second threshold of 90% of the voting rights attaching to the shares that the bidder offered to acquire under the bid no longer needs to be met); • the exemption from the duty to launch a manda - tory offer where proof is provided that there is no control over the listed company will be admissible regardless of the percentage of voting rights held, and acquisitions made due to death (mortis causa) shall not trigger a duty to launch a mandatory offer if the articles of association set out which acquisi - tions are caught in this regard; and • the rules on the amendment of bids will offer greater flexibility – the bidder may now amend the terms and conditions of the offer up to two days before the end of the offer period, provided that the revised offer is not less favourable overall for the addressees. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Although this cannot be viewed as an absolute rule, it would be unusual for a bidder not to engage in some degree of stakebuilding prior to an offer aimed at acquiring a controlling stake in the target, either directly or through a vehicle or related company. In fact, in the Portuguese takeover market, most bidders are shareholders of the target for quite some time prior to launching a bid. This is true not only in the obvious case of mandatory takeovers, but also in the case of voluntary offers, and may be explained by the inclina - tion of bidders to become acquainted with the target’s business or their desire to consolidate their position as controlling shareholders. The main stakebuilding strategies include the acqui - sition of minority stakes in the target through private deals and the execution of shareholders’ agreements that initiate the aggregation of voting rights, both cou - pled with open market acquisitions of smaller stakes. Derivatives and other complex stakebuilding strate - gies are seldom used prior to launching an offer.
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