As the financial crisis unfolds, many companies now face situations of distress. The number of insolvencies around the world and in Portugal is increasing.
The purpose of this briefing is to review some of the legal issues concerning the insolvency of Portuguese companies so that creditors and other stakeholders may develop strategies to improve the chances of restructuring the business, if possible, or to mitigate their losses.


This study analyzes the merger control in Portugal. A concentration is the legal combination of two or more undertakings, by the merger between two or more undertakings or by the control acquisition, directly or indirectly, of the whole or parts of one or several other companies.

While such operations may have a positive impact on the market, they may also appreciably restrict competition, by creating or strengthening a dominant position of a player in the national market or in a substantial part of it.

In order to preclude restrictions to competition in the national market, Law 18/2003, of 11 July 2003, as amended by Law 52/2008, of 28 August (the "Competition Law"), establishes several merger control measures. Among these measures, the obligation to give prior notice to the Portuguese competition authority (Autoridade da Concorrência - the "Competition Authority") constitutes a precautionary measure of merger control.

On the other hand, in order to prevent the risk of competition restrictions, the Competition Authority exercises control over planned concentrations with a national dimension and may authorize them subject to conditions or forbid them.

Lastly, the Competition Authority may apply fines to the undertakings that execute mergers which have been suspended or prohibited by the Competition Authority. In these cases, the maximum amount of the fine could be 10% of the aggregate annual turnover of the associated undertakings that have engaged in the prohibited behaviour.


The recent financial crisis has put an extraordinary pressure on the resilience of the financial system, which was only able to avoid more extreme consequences with the aid of Governments around the world.

Although most Portuguese banks had a reduced exposure to US and Spanish mortgage markets, the reduced liquidity in the market prevented Portuguese banks from tapping into the international financial markets to fund their domestic activities.

With the collapse of Lehman Brothers in 2009, Portuguese banks were no longer able to securitise loan portfolios, which was one of their main sources of funding, as well as to access other forms of financing.

This situation forced some of the largest Portuguese banks (Caixa Geral de Depósitos, Millenniumbcp and Banco Espírito Santo) to make use of the €20 billion State guarantee scheme, made available by the Portuguese Government following similar measures put forward other EU and OCDE members, to support the banking system. Only BPI and Santander Portugal, ranking in the top five of Portuguese banks, did not issue debt under the Government guarantee scheme.

Like in most other countries around the world, the financial crisis lead to an economic recession, with a drop in Portuguese GDP of 3.9% in 2009 spite the steep increase in Government spending.

With a projected Government deficit of 8.3% for 2010 (falling merely 1% from a record 9.3% in 2009) and a debt of 76.6% of GDP, prospects for the Portuguese economy are not optimistic. All three major rating agencies, Moody's, Standard & Poors and Fitch, downgraded the rating of the Republic of Portugal recently and put Portugal on watch pending the approval by the European Commission of a new "Stability and Growth Plan" for the Portuguese economy to be presented in March.

Comparisons of the Portuguese situation with Greece's, now facing the risk of default, made it more difficult for Portugal to access the international debt markets at levels comparable with those that could be obtained when the markets started to calm down in the fall of 2009.
These comparisons with Greece's debt crisis also caused a massive exit from the Portuguese stock exchange, with the Portuguese index, PSI 20, falling 7.4% and Portugal's CDSs to reach 227 basis points early in February.

Despite the efforts of the Portuguese Government and leading bankers to point out the differences between the Portuguese situation and that of Greece, it is a fact that the levels of the Portuguese Government deficit must be reduced before the Portuguese economy can be put back on track.

In any case, one cannot forget that historically Portugal has only defaulted on its sovereign debt in very few occasions and that, in general, the level of defaults of Portuguese companies involved in international financing transactions should be considered low by any standards.

However, the market's perception of an increased risk of the Republic of Portugal's debt is likely to put additional difficulties to Portuguese public authorities, municipalities, banks and other borrowers, in general, and will require lenders and borrowers to be more careful the way they document and negotiate new financings.

This paper reviews the main implications of the financial crisis in the manner lender and borrowers should approach transactions.


In assessing the viability or the exposure resulting from a claim, lawyers should be able to give clients an estimate of the costs involved, a timeline of the procedures, including appeals and more importantly on the merits of the claim.
This briefing provides an overview of proceedings, which may help foreign clients to understand some of the formalities surrounding Portuguese civil and commercial procedures.


The Portuguese Government has plans for the development of several infrastructure projects in the next decade.
This paper reviews the three major PPP projects that are being carried out in Portugal: the high speed rail network, the new Lisbon international airport and the conclusion of the National Road Programme.


The construction of a new Lisbon airport (the "New Lisbon Airport ") has been under discussion since the seventies. However, the continuous expansion of the Portela airport, now located in the middle of the city of Lisbon, allowed it to continue to meet the increasing traffic demand.

In July 2005, the government, pressed by the exhaustion of Portela's capacity, which will no longer meet the demand by the end of 2016, finally announced that the new Lisbon airport would be built.

The main guidelines for the New Lisbon Airport have been approved as well as the model for its construction and operation. Early this year, the location for the New Lisbon Airport was finally decided.

After several studies on the possible locations, the Portuguese Prime Minister announced on the 10th January 2008, that the New Lisbon Airport will be built in Alcochete, on the southern bank of the Tagus River and dismissed the original proposed location in OTA in its northern bank.

The construction of the new airport is one of the main objectives of the Government's economic programme to promote the growth of the economy and the development of other major PPP projects, worth €25 billion through existing and new PPPs, which are described in the infrastructure investment priorities programme (Programa de Investimentos em Infra-estruturas Prioritárias - the "Priorities Programme").

This briefing note reviews some of the structural and legal issues regarding the construction of the New Lisbon Airport project, which is now underway.


The single Iberian electricity market (Mercado Ibérico de Electricidade – “MIBEL”) is generally considered as the most effective option to develop competition in the Portuguese and Spanish power markets.

However, as mentioned by the European Commission (“EC”), in its “Implementation report on electricity and gas EU regulatory framework” (“EC Report”), presented by the EC early in 2007, MIBEL has not been functioning correctly: the futures market based in Lisbon is working only for Spanish customers while the spot branch located in Madrid is allegedly manipulated by the Spanish Government. According to the country’s review included in the EC Report, the continuity of the long term power purchase agreements in Portugal (Contratos de aquisição de Energia) and the financial support granted by the Spanish Government to Spanish generators were the causes for MIBEL’s malfunction.

Nowadays, perspectives are better, as the Portuguese Government has managed to terminate the long-term power purchase agreements with EDP – Energias de Portugal, S.A., the former Portuguese incumbent, increasing the liquidity of the wholesale market. On the other hand, MIBEL’s derivatives market has been gradually increasing the number of participants and transactions. Power and financial players like EDP, Iberdrola, Electrabel, EDF, Endesa, Gás Natural, Enel Viesgo, Unión Fenosa, Morgan Stanley or Deutsche Bank are members of MIBEL’s derivatives market.

As a result, despite its inauspicious start, MIBEL is gradually becoming a reality.

This paper aims to give an overview on the main regulatory conditions for the admission to MIBEL’s derivatives market.

© 2008 Macedo Vitorino & Associados


The Portuguese energy market is undergoing a liberalization process since late eighties through the implementation of the European rules.
In 2005, the Portuguese Government defined a new energy strategy. Competition, energy efficiency, security of supply and promotion of renewable energies are the main guidelines for this strategy. As a result, new regulatory frameworks for power, natural gas and oil systems were approved and the institutional model of the sector was reviewed, mainly through the concentration of power and gas major facilities in a single company. Further to the institutional and regulatory reform, the Portuguese Government has also announced ambitious targets for renewable generation and biofuels and a new program for energy efficiency. 

However, despite these reforms, the Portuguese energy markets, particularly power and gas markets, are not competitive. The size of the market, the insufficient integration with Spain and several regulatory constraints (such as, for instance, regulated tariffs for eligible customers, remaining in force of long-term power purchase agreements) are some of the causes for the lack of competition on those markets.

EDP – Energias de Portugal, S.A. remains the dominant company in the power system, REN – Redes Energéticas Nacionais, SGPS, S.A. is still waiting for privatization to occur and Galp Energia, SGPS, S.A., although privatized dominates the oil and natural gas markets.

This paper aims to give an overview on the main regulatory and practical conditions under which energy activities are carried out in Portugal.

© 2007 Macedo Vitorino & Associados


One of the main purposes of the securitisation of assets is financing the activities of corporate entities through the transfer of the right to collect future receivables by the issue of securities which are linked to those receivables. The securitisation of assets allows corporate entities to receive in advance credits not yet due at the date of issue of the securities or even future receivables in respect of future rights.
In general, two types of securitisation structures may be considered: true sale structures whereby the originator assigns credits not yet matured and synthetic structures whereby the holder of the receivables constitutes a right in favour of a third party to collect future payments, whenever such credits exists prior to the date of the securitisation of the receivables.


Saying that the Internet is "unregulated" is not true and may prove, in the future, to be the source of trouble for dot companies if they do not take care in complying with the laws and regulations of the countries where they do business. This fallacy has its origin in what we could call "off-line" legal thinking. In other words, there is a general belief that sites may be regulated by the laws of the countries where they are located or where its owners reside, which are the only countries where they can be sued. However, this is not true. Sites are also regulated by the laws and regulations of the countries where its users are located.
This article describes some of the legal aspects of doing business over the Internet in Portugal. However, even from a Portuguese law perspective the issue involves several legal issues that can only be dealt with from an international perspective as Portuguese sites will be subject to the laws of foreign jurisdictions and Portuguese consumers have rights against foreign site owners.