PORTUGAL Law and Practice Contributed by: Bárbara Marinho e Pinto, Amanda Bueno Almeida and Lua Mota Santos, Rogério Alves & Associados Sociedade de Advogados, SP, RL
cases involving serious crime or threats to the wit - ness, courts may apply protective measures such as anonymity, closed-door hearings, or video testimony, ensuring both witness safety and the integrity of the proceedings (Law No 93/99). 3. Corporate Entities, Ultimate Beneficial Owners and Shareholders 3.1 Imposing Liability for Fraud on a Corporate Entity Corporate entities, such as companies and other types of legal person, are liable for the unlawful con - duct of their employees, owners, and individuals in leadership positions, as well as anyone acting in the company’s name or on its behalf, whether directly or indirectly in its interest. Not all illegal actions by these individuals result in criminal liability for the corporate entity. However, the company may be criminally liable for offences includ - ing: • crimes against the administration of justice, such as false statements, bribery, and money launder- ing; • crimes against property, assets in general, and property rights (including theft, breach of trust, fraud, extortion, and usury); and • receiving stolen goods, forgery of documents, money or securities, and forgery of dies, weights, and similar objects. A corporate entity may also be liable for the actions of those who, in its name and on its behalf or in its interest, commit crimes such as: • trafficking in human organs; • medical negligence; • ill-treatment; • violation of labour safety rules; • slavery; • human trafficking; • criminal association; • influence peddling; • corruption;
• crimes against sexual freedom or self-determina - tion; • crimes against cultural identity and personal integ - rity; • crimes of common danger, such as arson, the spread of disease, and other particularly dangerous conduct; • disobedience to public authority; and • violation of prohibitions or bans determined by judgment. The liability of a legal person is excluded when an employee or representative has acted against the direct orders or instructions of those in leadership positions within the legal person (ie, legal entity). 3.2 Claims Against Ultimate Beneficial Owners Those who stand behind companies may be held liable, particularly if they participate – directly or indi - rectly – in criminal conduct, such as the acts referred to in 3.1 Imposing Liability for Fraud on a Corporate Entity . Using a company as a vehicle for money laundering, criminal association, influence peddling or corruption, for example, is considered a criminal offence. The liability of an ultimate beneficiary of a criminal activity involving illicit proceeds may arise whether the beneficiary committed the offence directly or through intermediaries (either individuals or corporate entities). Anyone who assists the principal offender, thereby acting as an accomplice, may also be held criminally liable. 3.3 Shareholders’ Claims Against Fraudulent Directors The liability of board members towards the company is legally established. Managers or directors are liable for damages caused to the company by acts or omissions carried out in breach of legal or contractual duties, unless they prove that they acted without fault and/or according to rational business criteria.
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