A aquisição tendente ao domínio total no CSC e no CVM

: em particular a justa compensação dos sócios minoritários

Abstract

The compulsory purchase of shares (squeeze-out) is one of the most controversial institutes of company law. Although numerous regulations seek to protect the rights of minorities, squeeze-out procedure allows majority shareholders to acquire the shares of small shareholders against their will. On the one hand, squeeze-out procedure introduces special rights for majority shareholders. On the other hand, also a minority shareholder - whose shares are the subject of squeeze-out a procedure - is given proper protection. So, it is necessary striking a balance between interests of the minority and the majority. In the Portuguese jurisdiction, regulation regarding the squeeze-out acquisitions is established in two codes: CVM for the listed companies and CSC to the unlisted companies. The general question of this study is to define what fair compensation should be paid to the minority shareholders in the face of a squeeze-out situation, and what is the best valuation method to determine it. This issue is extremely important especially when we talk about unlisted companies because the law remains in silence about what should be the fair price to pay.

Date of Award	11 Sept 2017
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	José Engrácia Antunes (Supervisor)