O investimento em capital de risco e as cláusulas de drag along

Abstract

The corporate governance phenomenon, outcome from the old dilemma surrounding the concepts of ownership and control, sought, for a long time, to respond to the relational challenges emerging in the context of commercial companies whose management has been handed to an outside entity. However, with some of these mechanisms being outdated, new tendencies have emerged to fill these gaps and to maximize corporate performance, particularly among institutional investors. Furthermore, the inevitability to resort, at some point in the corporate life, to external financial means to ensure its sustainable continuity, achieved high visibility to venture capital investments, an attractive financing option in the context of small and medium sized companies due to its focus in the development and valorisation of the business, safeguarding, nevertheless, its control. Despite the academic repercussion of this theme in the more recent years, the truth is that there is still a relative void among the legal scope. For this reason, we decided to discuss the regime of venture capital investment and the consequent effects of the bond created between the two parties, providing special attention to the moment of divestment and to the drag along clauses as a typical contractual stipulation for alignment – or misalignment – of interests.

Date of Award	11 Sept 2020
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Maria de Fátima Ribeiro (Supervisor)