Shareholders Rights Directive II — Portugal

The SRD II, Directive 2017/828 of May 17, 2017, amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement, has been transposed to the Portuguese legal framework.

The transposition law (Law 50/2020 of August 25) entered into force on August 26, 2020.

About the SRD II

The SRD is a European Union Directive to strengthen the position of shareholders and ensure that decisions are made for a company’s long-term stability. It impacts corporate governance in companies with registered offices in EU Member States and whose securities are traded on EU’s regulated markets.

It creates tools to encourage long-term shareholder engagement by setting requirements applicable to:

  • Identification of shareholders
  • Transmission of information between Issuers, Intermediaries, and Shareholders
  • Facilitation of the exercise of shareholders rights
  • Transparency of costs
  • Public disclosure of information by institutional investors, asset managers, life insurers, and proxy advisors
  • Remuneration of directors and related party transactions

The transposition

The transposition introduced amendments to:

  • Portuguese Securities Code;
  • Portuguese Collective Investment Structures Code; and
  • Portuguese Credit Institutions and Financial Enterprises General Regime.

The new regulation applies to trade on regulated markets, institutional investors, financial intermediaries, portfolio managers, and proxy advisors.

New rules governing the disclosure and approval of remuneration policies are in force. Other new regulations and duties are in place regarding internal procedures of approval and assessment of whether transactions with related parties are conducted within the scope of the company’s ordinary business course and within market conditions.

New rules are to be implemented in general meetings of listed companies, thus facilitating information delivery, voting rights, and electronic voting. Other amendments focus on shareholder identification rules, transparency of investment strategies by portfolio managers and advisors, engagement policies, and institutional investors and financial intermediaries’ investment strategies.

Disclaimer

This publication or document contains general information and is not intended to be comprehensive nor to provide legal or tax advice or services. It should not be acted on or relied upon or used as a basis for any decision or action that may affect you or your business. Professional legal advice should be requested for specific cases. We do not undertake any continuing obligation to advise on future legal amendments, or of the impact on the conclusions herein. Prior results do not guarantee a similar outcome. The contents of this publication or document may not be reproduced, in whole or in part, without the express consent of GFDL.

Contact us

GFDL Advogados assists both individuals and companies regarding doing business, investing, and moving to Portugal. For more information contact us.

GFDL is an international law firm based in Lisbon. We advise corporations and individuals with complex needs and innovative projects. www.gfdl.legal

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