Information Duties Of Issuers And Rules Applicable To Takeover Bids

• Law Firm: PLMJ
• Subject Matter: Accounting and Audit, Finance and Banking, Corporate/Commercial Law, Accounting Standards, Debt Capital Markets, Securities
• Author: Mr PLMJ
• Published date: 17 May 2023

CMVM regulation 1/2023

CMVM (the Portuguese Securities Market Commission) Regulation 1/2023 on the information obligations of issuers and rules applicable to takeover bids ("Regulation 1/2023" or the "Regulation") was published on 26 April. The Regulation repeals CMVM Regulations 7/2018 (amendment of CMVM Regulation 5/2008), 5/2008 (disclosure requirements), 3/2006 (bids and issuers), 11/2005 (scope of International Accounting Standards) and 6/2002 (presentation of financial information by segment). The Regulation also provides for the possibility of reviewing and consolidating all these matters not subject to repeal into a single, autonomous and simplified regulation.

1. What is at stake?

In general terms, the objectives of this revision are (i) to adapt the content of the above-mentioned regulations to the changes made to the Portuguese Securities Code (Código dos Valores Mobili'rios - "Securities Code") at the end of 2021, and (ii) to continue the process of simplifying the obligations incumbent on issuers, eliminating those that are redundant or additional to the European legislation, unless there are specific national circumstances that justify their maintenance.

The rationale behind this revision is therefore to simplify the legislation and to increase the transparency and comprehensibility of the current rules for issuers in order to promote investor confidence and market competitiveness. The main changes introduced by this new Regulation are detailed below.

The rationale behind this revision is therefore to simplify the legislation and to increase the transparency and comprehensibility of the current rules for issuers in order to promote investor confidence and market competitiveness.

1.1. Information duties - regulation of the matters provided for in CMVM Regulations 5/2008 and 11/2005 and repeal of Regulation 6/2002

• End of public companies: Regulation 1/2023 excludes from its subjective scope, by virtue of the abolition of the public company in the new Securities Code, those entities that have made public offers without the subsequent admission of the securities to the market. Instead, it focuses on companies with securities admitted to trading on a regulated market.
• Elimination of duties that already result from the Securities Code or the MAR: With regard to the disclosure of facts concerning companies issuing securities, it appears that Regulation 1/2023 eliminates from its objective scope a number of information duties that also result from...