Related party transactions between public companies are common. However, by entering into such transactions, an entity could affect the balance sheet of another, making it incur losses or profits in such a manner that would be impossible in a transaction with independent third parties. These transactions are at a crossroads in terms of applicable rules; however, the International Accounting Standards provide key guidance.
The Securities Market Commission allows companies to adopt an alternative governance code to its official code, provided that it meets high standards of transparency and investor protection. In light of this, the Portuguese Institute of Corporate Governance has put forward the first code of corporate governance originated by the private sector. This warrants a comparative analysis of both codes.
According to the Securities Market Commission, 47 of the 50 companies listed on Euronext Lisbon have some form of limitation on voting rights. The commission's latest measures are aimed at improving corporate governance by promoting the principle of one share, one vote in order to increase the proportionality between investment and influence at shareholders' meetings.
The Portuguese Securities Market Commission recently issued a binding ruling concerning Portugal's application of the EU Prospectus Directive. Certain rules and provisions regarding offers of securities and the admission of securities to a trading market, although not yet incorporated into national law, must be followed by the parties involved, as they impose a direct obligation on EU member states.
Recent amendments to the Portuguese Securities Code should increase flexibility and the eventual expansion of the Portuguese securities market. The key changes introduced by the amendments concern the issue of different types of securities, the use of foreign languages in offer prospectuses and disclosure duties in relation to off-exchange transactions, among other things.
The Securities Market Commission has proposed a set of regulatory measures to reform the rules applicable to the auditing, corporate governance and financial analysis of listed companies. The proposed measures establish an action plan which will be enforced in the near future through various legislative and regulatory initiatives.
The Securities Market Commission announced that it intends to permit the establishment in Portugal of new types of investment funds, so-called 'special investment funds', which will grant greater freedom to players with respect to the drafting and implementation of investment policies. Units in open-ended collective investment schemes will also be admitted to trading on the stock exchange.
The Portuguese Securities Market Commission recently issued important draft regulations for public consultation. They relate to the disclosure of holdings in listed companies, alternative trading systems and the establishment of unit trust companies with variable capital. The commission is also participating in initiatives to strengthen pan-European cooperation.
The Portuguese government has approved a new framework for venture capital entities. They are no longer governed by the strict regime regulating financial institutions, but instead are subject to a soft regime supervised by the Portuguese Securities Market Commission. New rules also apply to their incorporation.
The Portuguese government has enacted a new Securities Code which improves the depository system for shares and requires the registration of more types of shares, even non-certificate shares. The code also includes new rules on share transfers. This update outlines the important changes.
The new Securities Code came into force in March 2000. The main objective of the extensive revisions to the former code was to conform national law to EU directives on insider trading, public offers and takeover procedures. The new code also takes into consideration recent developments in the concepts and mechanisms of placing and trading securities.