PORTUGAL Law and Practice Contributed by: Manuel Protásio and Catarina Coimbra, VdA
• The encumbrance of shareholdings representing the share capital of the rights-holder that result in, or may result in, a change of control, either directly or indirectly, over the rights-holder, with the excep - tion of shareholdings encumbered in favour of financing entities. For the purposes of the preced - ing paragraph, “control” is understood to mean: (a) the holding of shareholdings representing at least half of the share capital; (b) the holding of at least half of the voting rights); or (c) the ability to appoint at least half of the mem - bers of the management or supervisory body. • Any material or legal acts with effects materially equivalent to those intended to be avoided under the preceding paragraphs. • Any corporate changes of the legal entity holding the right of prospecting and research, including, but not limited to, demergers, mergers or amend - ments to the corporate agreement that result in the transfer of the ownership of prospecting and research rights, a change of control or the technical and/or financial capacity of the holder. Any modification to the corporate designation of the company for any reason must be communicated to the DGEG. Transfer and Encumbrance Pursuant to the Mining Regulations, the assignment of the contractual position under prospecting and research, experimental exploitation and exploitation agreements is subject to prior authorisation from the Minister of Economy. Rights to conduct the reconnaissance may not be transferred. In accordance with the Geological Resources Law, the creation of mortgages is only authorised over rights arising from a concession for exploitation – and over the physical facilities created for support of mining activities – as security for credits/loans for the exploi - tation work, and must be previously communicated to the DGEG. The enforcement of the mortgage must follow the rules of the Code of Tax Procedure and Proceedings
and of the Civil Procedure Code until the moment of auction, which must be carried out by the DGEG through a public tender. 2. Impact of Environmental Protection and Community Relations on Mining Projects 2.1 Environmental Protection and Licensing of Mining Projects From an environmental standpoint, mining activity is assessed on a global basis but still tends to be quite compartmentalised as applicable permits and legal frameworks are intrinsically connected to the specific components and characteristics of a project (ie, its location, capacity and specific features). Accordingly, from a broad perspective, and consid - ering the activities and infrastructures in principle required for mining activity, the following legal frame - works should be considered: • Environmental Impact Assessment (EIA); • integrated prevention and control of pollution; • responsible industry system; • management of waste from the exploitation of min - eral deposits and mineral masses; • use of water resources; • prevention of major accidents (involving dangerous substances); and • environmental liability. Although the above legal frameworks involve specific licensing procedures, such permits are all included in a Single Environmental Title (TUA), which aggre - gates and registers all environmental licensing deci - sions, condensing all information on environmental requirements applicable to an establishment, activity or project. 2.2 Impact of Environmentally Protected Areas on Mining Mining operations may only be carried out in are - as designated for these activities in the applicable municipal zoning plans, or in areas where mining is considered compatible with the use anticipated for the municipal zoning plan. In some cases, the munici -
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