PORTUGAL Law and Practice Contributed by: Bernardo Abreu Mota, David Oliveira Festas and Francisco Albuquerque Reis, CS’Associados
11.2 Aims of Activists Although shareholder activism is not significant in Portugal, over the years there have been some cases where minority shareholders have attempted to pres - sure companies to enter into M&A transactions. There were no signs of a significant increase in share - holder activism in 2025. 11.3 Interference With Completion Although shareholder activism is not significant in Portugal, over the years there have been some cases where minority shareholders have struggled to stop or delay transactions. The most notorious example is Elliott’s acquisition of EDP share capital and the attempt to frustrate the takeover offer from China Three Gorges. In recent years, there has also been evidence of increased activism on the part of investor associa - tions, such as ATM. The main issues raised by activ - ists include the need to appoint an independent expert to set the minimum consideration in the context of certain mandatory bids and to assess the accuracy of the information included in the prospectus concerning dividend distribution in a post-combination scenario. Activism in Portugal is sometimes followed by litiga - tion attempts, including class actions, although this type of investor-driven initiative is more likely to be the exception than the rule.
Alternative dispute resolution methods such as medi - ation are not commonly used. 10.2 Stage of Deal Although scarcely seen, litigation between parties involved in M&A transactions is often brought at a post-completion stage, in most instances concerning disputes regarding breaches of representations and warranties and the application of price adjustment mechanisms. In addition, there have been some cases where minor - ity shareholders have filed judicial proceedings seek - ing to prevent the completion of M&A transactions and/or challenging the validity of underlying acquisi - tion agreements or procedures. Employee litigation related to M&A deals is also not common, although in asset deals some lawsuits have been brought by employees in connection with the automatic transfer of their employment to the entity acquiring the relevant undertaking. 10.3 “Broken-Deal” Disputes So far, there have been no signs of major litigation driven by “broken deals” during 2025 or identifiable trends regarding material adverse effect or material adverse changes clauses. Portugal does not have a significant tradition of shareholder activism, perhaps explained by the fact that large-block shareholders control the majority of Portuguese listed companies, thereby decreasing the perceivable influence or prospects of a success - ful outcome of minority shareholder activism. Legal provisions awarding certain rights to minority share - holders (particularly regarding information and the appointment of members of the corporate bodies) also contribute to the lack of shareholder activism. 11. Activism 11.1 Shareholder Activism
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