Empréstimos participativos

: enquadramento como investimento de quase-capital e apontamentos às escolhas do legislador nacional

Abstract

Faced with a business landscape predominantly made up of small and medium-sized companies, with particular difficulties in terms of access to credit, there has been a focus by EU institutions on promoting the reinforcement of the capital structure of these companies, namely through hybrid financial instruments, with characteristics of both equity and debt instruments. In this context, quasi-equity investments are presented as a plausible solution to the problem of undercapitalisation, serving as an attractive starting point for EU national legislators, particularly in light of the possibility of their being accounted for, even if only partially, as equity. This is the context in which, firstly, we will frame quasi-equity investments, as defined by the EU Commission's Communication 2014/C 19/04, within the framework of the sources of corporate financing and, subsequently, we will look at the contours of this concept. Secondly, we will move on to the national level, specifically to the figure of the participative loan, as foreseen in Decree-Law 11/2022, of 12 January, through which the Portuguese legislator aimed to introduce a figure already implemented in other legal systems and frame it as a quasiequity investment, in its EU definition. We will try to ascertain whether the participative loan, as foreseen in the abovementioned Decree-Law, respects the framework outlined by the Commission regarding the notion of a quasi-equity investment and whether its regime constitutes a worthy addition to the national legal system, capable of achieving the objectives set by the legislator.

Date of Award	23 Apr 2025
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Jorge Brito Pereira (Supervisor)