A Força Maior em tempos de pandemia

: as cláusulas de força maior nos contratos de M&A

Abstract

The purpose of this thesis is to study the rule of Force Majeure and the possibility ofCOVID-19 Pandemic being able to fit into this regime, which allows for the exemption of liability by the defaulting party, specifically in M&A contracts. Firstly, a brief analysis of this regime under international law will be carried out, focusing on how it has developed towards these days. In order to do so, the impact that the rule of Force Majeure had on specific legal systems and how that shaped each one ofthem will be as certained. Later the theories that resulted from these developments will be specifically analyzed, such as the theories of supervening impossibility, frustration and impracticability. Subsequently, the figure of Force Majeure in the Portuguese legal system will be studied, in order to understand how it was introduced and how it is arranged in national law today. This will be achieved through a closer analysis of the regime of supervening impossibility. Due to this figure’s transversal interest, it will also be analyzed under international legislation. Force Majeure’s reception and concretization will also be specifically studied under the United Nations Convention for the International Sale of Goods and under the UNIDROIT Principles Related to International Commercial Contracts. Finally, the presence of Force Majeure clauses in M&A contracts will be examined, as well as their necessity and method of stipulation, so that it can then be assessed whether the Pandemic, that has been haunting this type of contracts may be included in one ofthese clauses and what contractual consequences may occur.

Date of Award	7 Mar 2022
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Pedro Brito Veiga Moniz Lopes (Supervisor)