PORTUGAL Law and Practice Contributed by: Duarte Schmidt Lino, Raquel Azevedo, Alexander Ehlert and Leonor Melo Bento, PLMJ
11.4 Independent Outside Advice Directors usually seek independent outside advice in mid- to high-profile business combi- nations to allow them to analyse the potential implications of a transaction. Normally, independent outside advice is obtained from legal and tax advisers, auditors, accountants, investment banks, strategic con- sultants or consultants specialising in certain fields of expertise (such as intellectual property – IP). Financial advice is usually sought for: • the structuring of the deal; • the due diligence; and • input in the drafting and negotiation of the transaction documents. Financial advisers can also be asked by the board to issue a fairness opinion.
CMVM and must be published within eight days of receipt of the draft prospectus. This report must contain an autonomous and reasoned opinion on, at least: • the type and amount of the consideration offered; • the offeror’s strategic plans for the target company; • the repercussions of the bid on the interests of the target company, in general, and in particular on the interests of its employees and their terms of employment, as well as the locations where the company carries out its activity; and • the intentions of the members of the man - agement body, who are simultaneously shareholders in the target company, as to the acceptance of the bid. Shareholder activism is not significant in Por- tugal, especially due to the fact that most M&A transactions are made in alignment with the majority shareholders’ interests.
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