A tutela dos sócios minoritários nos grupos de facto

Abstract

In our legal system there are relationships of control between commercial companies in which it is clear, in addition to a pronounced and intrusive exercise of dominant influence, that the interests of the daughter company are truly subordinated to the unitary management of the group. When it is possible to frame this type of relationship within the scope of articles 488 and following of the CSC, we shall call it a "de iure group", and a specific regime especially conceived for the protection of the daughter company, its creditors and minority shareholders shall apply, which will derogate the general rules of corporate law. However, in those cases in which, factually, we have exactly the same type of subordination of the daughter company to a unitary group management, but which are not legally classifiable as "de iure groups”, it will not be possible to apply such special regime. Thus, although these relationships may carry, abstractly, the same dangers for the daughter companies, their creditors and minority shareholders as the "de iure groups", in fact our legal system does not provide any measures specifically designed for their protection – these relations are commonly called "de facto groups". The present work intends to expose, in a systematic manner, the problem created by the lack of regulation of this type of corporate interaction and, subsequently, to list the de iure condito responses which, although pertaining to general corporate law and not specifically created to protect this type of cases, may mitigate the dangers incurred by minority partners of daughter companies of de facto groups.

Date of Award	23 Jun 2023
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	José Engrácia Antunes (Supervisor)