Regras especiais na eleição de administradores, análise crítica aos dois sistemas do artigo 392º do código das sociedades comerciais

Abstract

In the Portuguese corporate practice, the magnitude of the companies, whether because of the capital that they have at their disposal, or because of the business volume that they demonstrate, tends to create an image of grandeur relative to those corporations, only within the reach of a select few. However, the Portuguese Corporations Law has, in its precepts and provisions, a considerable number of tools to protect and encourage “minorities” to participate in the corporation’s activity, indispensable devices to achieve balance in the company throughout its existence. In this dissertation, we will mainly address the article 392 of the “Código das Sociedades Comerciais”, that consecrates two different systems to ensure the representation of minorities in the administration board of the company, as well as similar mechanisms in foreign juridical systems. The goal of the critical analysis of this institute is, first of all, explaining to the reader its importance and the necessary procedure for its applicability. Secondly, we seek to give complex clarifications of this institute, so that we can vastly analyze its applicability in the corporation’s life. Lastly, we will present and interpretation, that we believe to be innovative, of the practical consequences and alternative solutions in the applicability of the second system contained in the article 392.

Date of Award	30 Oct 2017
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Armando Triunfante (Supervisor)