PORTUGAL

EDUARDO S. JORGE & MARIA J. GARCIA – SOCIEDADE DE ADVOGADOS RL

Portugal

Head Office Lisbon

esjorge@lexlegal.com

Eduardo Serra Jorge & Maria José Garcia – Sociedade de Advogados RL» with offices in Lisbon (head office) and Faro and representatives in Oporto and Funchal (Madeira Island),represents a group of specialised juristson the main areas of Public and Private Law. The firm was created in 1987 after the actual members having performed several legal initiatives. The society’s aim is to offer a full and adapted service to any client’s needs, regardless the nationality, nature or activity.

On the legal and economic Consultancy department, activities – in spite of its dimension- are mainly focused to national and foreign companies covering the main economic areas namely process and food industry, pharmaceutical, communications and other infrastructures, civil construction and public works, real estate, services rendered, namely transport (road, railroad, air or sea), financial, tourism, gaming and betting, retailer, distribution and so on as well as another entities, whether from the public or private sector, administrative, social, cooperative or associative.

In order to render these services there are professionals who will co-operate on the economy, management and accountancy sectors. Furthermore, there will always be a permanent exchange with lawyers and advisers offices from other countries.

Together with the Consultancy activity, there is a Litigation Department. Its task is to settle with the Court the lawsuits that may be of some interest to the clients.

Bearing in mind the exercise of a modern and dynamic legal and forensic practise, there is a proper bibliographic, technology and communication support (fax, e-mail, site on the internet) that allows a quick and effectively response to those matters.

DEPARTMENTS

  • BUSINESS AND CONTRACTS
  • BANKING AND FINANCIAL
  • LABOR
  • GAMING, BETTING AND SPORTS LAW
  • INTERNATIONAL & FOREIGN INVESTMENT
  • TAXATION
  • PUBLIC LAW
  • REAL ESTATE
  • PRIVATE CLIENTS
  • TELECOMMUNICATIONS, MEDIA AND TECHNOLOGY (TMT)
  • LITIGATION
  • PUBLISHING

BUSINESS AND CONTRACTS

This Department renders services to those companies valued on the Stock market and performs a large number of operations attached to all the business dynamic specially the ones related to:

Societies’ constitution, changing and liquidation.
Social shares purchase and transfer.
Actions and bonds issue as well as their records and other securities market operations.
Workers participation plans on the equity capital, namely through the “stock options” preparation plans.
Business reorganisation.
General meeting.
Company organs internal functioning.
“Joint-ventures”, mergers and other business co-operation forms.
Fixed assets licence for the industrial and business activity.
Competition’s defence and industrial property private rights protection (brands, patents, logos).
Private Health’s Unit activity’s licensing.
Licensing of Real Estates, Travel and Tourism Agencies as well as Private Security Activity.
Other subjects connected with the associate phenomenon.
As for the Contract Department concerns, our Team may offer experience in order to fit and formulate the following contract relations whether in Private or Public Law:

Purchase, sale, lease, sublease and exploration halting contracts as well as any other form of fixed assets transmission.
Contract and subcontract job with previous application and attendance to open competition legal proceedings.
Goods supply and services rendering contracts, namely on those areas ruled by the pharmaceutical industry and health in general standing out the application and attendance to open competition legal proceedings.
Rental contracts, franchise, business agency and other distribution contracts.
The role of our Restructuring and Insolvency Legal Team is to provide support in corporate restructuring and liquidation cases on any scale. The team works from the perspective of creditors to defend their right to receive to what is owed to them and to ensure they can exercise all rights conferred on them by the law.

From the perspective of the company, the Restructuring and Insolvency Legal Team is specifically geared to providing advice on a full range of approaches to recovery, either before or during legal proceedings. These approaches include out of court conciliation mechanisms such as SIREVE and PER (the out of court systems for recovery of companies), restructuring by contract, or by legal models for reconciliation or recovery. In the context of liquidation of assets, these specialist insolvency lawyers act to ensure the best valuation of the assets and effective payment of the creditors. The team also has extensive experience in advising on transnational and cross-border insolvency cases.

BANKING ANF FINANCING

This Department renders Consultancy services on the banking sector whether among credit and/or financial institutions or between those and theirs clients:

Credit institution’s constitution, organic and kind, namely banks, investment societies, lease factoring and financial societies for credit acquisition.
Lease societies’ constitution, organic and kinds, namely brokers and financial brokerage, money or exchange markets mediators, investment fixed assets funds (open, closed, treasury funds, funds’ funds and funds grouping) and fixed assets, property management and venture capital societies.
Opening accounts operation of single and joint persons, type of movement and contingencies arisen.
Banking contracts making, type and conditions, namely in what loans concern (financing and security current account), consumer credit, purchase and sale with loan and with or without mortgage or other real and personal guarantee, banking pledge.
Non-banking contracts–leasing and factoring. Their rules, types and conditions.
Credit bonds and ways of payment –cheques, exchange bills and drafts.
Types of operations and banking credit – loan account, credit opening security current account or non-security, discount credit, banking overdrawn, banking guarantee and sureties.
Banking credit guarantees: security, banking guarantee, surety, mortgage and seizure.
Banking responsability.
Credit institutions and financial societies as well as the IRC.
Banking operations, VAT and Vehicles tax.
Banking secrecy.
Leasing fixed assets and equipment’s financing.
Leasing movable assets and fixed assets financing

LABOR

Members from this Department are able to render the following Consultancy services together with the Human Resources department of each company:

Organisational studies and organisation charts making.
Disciplinary legal proceedings institution and instruction concerning board administration and workers.
Individual and joint contracts.
Union negotiation.
Individual working contracts making.
Stoppage (holidays and absences).
Working time and temporary organisation (work in shifts, partial and overtime work).
Halting due to job’s desertion.
Working contract stoppage and unpaid leave.
Salaries processing (payroll, tax duties for Social Security and IRS – tax upon single person’s income).
Individual working contract’s halting.
In term and temporary employment.
Legal obligations fulfilment (communications, insurance, time schedule working charts, staff charts).
Social protection (motherhood and fatherhood, discharge, retirement, disability and unemployment).
Security services, hygiene and working health: contract and legal obligations fulfilment.
Working accidents and professional diseases.
Other working matters.

GAMING, BETTING AND SPORTS LAW

The Gaming, Betting and Sports Law Legal Team is prepared to render namely the following services, as will as to act over a great variety of operations related with all the dynamic of the economic activity in question:

Consultancy on the area of the regulation of the activity on the Portuguese territory, concerning the exploitation and promotion of the games of chance, in general, and of the sports bets, in particular, as well as the horse bets;
Consultancy on the area of the regulation of the activity on the European Union, namely in relation with the European Court of Justice case law;
Consultancy in terms of the applicant advertising restrictions, on the internal law and on the European Union law;
Analysis, instruction and elaboration of the administrative and judicial procedures emerging from the exercise of the activity.

The practice of this Department also includes the Sports Law as it is both a specific branch of the law and one that touches on all other areas of the law.

With specialized lawyers in various related practices as well as specialized sports lawyers with extensive experience in this area, the Sports Law Legal Team provides not only a multidisciplinary and cohesive approach but also one that is tailored to the legal issues specific to sports issues and to sportsmen and women.

The advice and support we provide in sports law includes:

Drafting and negotiating of contracts (sports employment contracts, representation contracts and career management services agreements, sponsorship contracts, contracts granting the use of image rights and others);
Drafting of institutional regulations/constitutions;
Arbitration of sports disputes;
Litigation in the federations’ judicial institutions and in courts in Portugal and abroad;
Elaboration of legal opinions.

INTERNATIONAL & FOREIGN INVESTMENT

The International & Foreign Investment Legal Team provides services mainly to foreign companies that intend to invest, direct or indirectly, in Portugal as well as to Portuguese companies that maintain business relationships with partners from other countries on their most assorted economic areas.

Our clients trust and value the quality of specialized knowledge we possess in international corporate operations (particularly mergers, acquisitions and joint ventures) and seek our advice for operations in Europe and other parts of the world.

Our lawyers work in an international context on a daily basis and are sensitive to the various cultural, methodological and specific differences that companies come up against when conducting operations abroad.

We have the necessary experience to assist clients in transacting business in other countries and the capacity to conduct and conclude international operations successfully.

These services work on the following sectors:

Foreign investment process in Portugal.
Creation of branches, agencies and other kind of representation.
Appliance process to a fixed residence in Portugal.
“Joint-Ventures” creation.
International contracts (patents and brands licence as well as any other industrial property private rights).
European Union legislation and rules as well as the way it applies to Portuguese companies.

TAXATION

The Taxation Legal Team is focused on company’s fiscal assistance and planning.

Furthermore, besides the consultancy rendered on taxation areas concerning single persons income, companies taxation and the one related to capital application and property transmission it also advises about duties and VAT charged on interstates borders.

Some of the issues considered on the Consultancy services rendered on this Department, are:

Companies’ groups fiscal planning.
Taxation upon companies’ income.
Taxation upon capital and societies’ property.
Taxation upon several kinds of workers remuneration working for the companies.
Subsidiaries or branches taxation, in Portugal or abroad.
Tax avoidance and double taxation in the European Union
Lawsuits appeal, appeal to a higher Court and fiscal pledge in what concerns litigious taxation .
Instruction of lawsuits with a fine or crimes due to taxation breaches.
Other fiscal matters.

PUBLIC LAW

The Public Law Legal Team is dedicated to matters under the Administrative Law, particularly in areas such as Public Contracting, the Administrative Litigation, the Environment and Urbanism.

Our Lawyers gained experience in several projects that took place in Portugal, in particular, on the level of public works, with valences on several areas such as the road sectors, port, airport, railway, hospital and energy.

The Lawyers allocated to this area has also relevant experience in the field of public procurement and contracts, as well as advising on public tenders and licenses from the local government, it is including the preparation of documents (opening public procurement, regulations and specifications) as well as the creation of legal structures (consortia and “joint ventures”) in order to enable participation in public tenders and completion of projects.

Our Legal Team also has relevant experience in filing administrative complaints related to matters inherent to competitive tendering in public contracts.

Moreover, our Legal Team is frequently in charge of Administrative Litigation proceedings, comprehending several subjects, among others, those relating to the current activity of the Local Authorities.

Should be mentioned that this Legal Team also provides services in the area of Environment, which comprehend, in general, environmental consulting, as well as the monitoring of the pre-litigation and environmental litigation (Popular Actions; sanctioning procedures; administrative responsibility, civil and criminal).

In turn, our Legal Team is especially geared for monitoring directly matters related with the Urban Planning and Territorial Planning, in both business sectors, whether public and private, in several areas and sectors the economy, in particular, approval procedures of urban operations (allotment, urbanization, construction, among others) and administrative planning activities and urban rehabilitation (namely, definition of procedures and preparation of the normative content of the plans) but also advice on tax planning headquarters of projects , urban litigation and implementation of the several instruments of territorial management.

REAL ESTATE

The Real Estate Legal Team is a well experienced working in real estate operations in Portugal and the work of the lawyers that make up our real estate team encompasses all aspects of real estate and corporate real estate, from dealing with every aspect of the disposal of real estate assets to structuring and negotiating a full range of real estate operations. These operations include forward funding contracts, turn-keys, guaranteed income acquisitions, sale and lease back, forward purchase, real estate due diligence, structuring of real estate company groups, real estate investment funds and operations involving institutional investors.

Our real estate lawyers are highly experienced in negotiating all types of real estate contracts relating to rights of use of real estate assets. In particular our lawyers handle contracts related to the use of retail units in shopping centres and retail parks, residential and commercial letting agreements, land use leases and contracts for the transfer of existing business establishments. The real estate team also provides legal support in a wide variety of planning and land registry matters, including the subdivision of land and buildings, land consolidation and severance and horizontal property issues. In general terms, the team handles all issues relating to the establishment and registration of rights of ownership and other rights over real property.

Our real estate lawyers also have the know-how to provide legal support at every stage – acquisition, planning, construction, development, letting and sale – of a full range of real estate projects. Our experience encompasses shopping centres, residential developments, business and retail parks, hotels, tourist developments, industrial units and infrastructure. We also handle all issues relating to leisure or sporting developments such as theme parks and golf courses and we have an in-depth knowledge of the judicial, contractual and legal intricacies of every type of real estate asset.

PRIVATE CLIENTS

This Department has a team of lawyers dedicated to acting for private clients.

The Private Clients Legal Team is skilled in providing services in the following areas:

family law, in particular, in divorce cases and in respect of the arrangements for parental responsibilities and access;
inheritance.
The team also has extensive experience in dealing with:

the administration of estates;
wills;
tax planning;
gifts;
asset management;
and family companies.

Our Lawyers are also experts in cases involving acquisition of nationality and rights of residence.

TELECOMMUNICATIONS, MEDIA AND TECHNOLOGY (TMT)

It is commonly accepted that our society is a totalitarian one. Nowadays it is essential to acknowledge that the mere use of hardware, software and communication systems imply complex relationships.

Our Law Firm has brought a group of lawyers dedicated to issues related to the sectors of telecommunications, media and technology (TMT) together in a single team. This team puts us in the perfect position to take an integrated approach to these issues and this enables us to bring added quality to the services we provide to our clients.

Our Team have extensive and widely recognized experience in providing legal advice to companies, operators and investors from the telecommunications, media and technology sectors, both in Portugal and internationally. This advice covers areas ranging from regulation of electronic communication, television and social communication and the acquisition and licensing of software to e-commerce, data protection, supply of hardware, outsourcing of IT systems and electronic signatures.

The TMT practice area also guarantees a close working relationship with our intellectual property team, which has received well-deserved recognition both in Portugal and on an international level. Its work alongside the TMT practice enables us to provide a response to the increasing number of challenges being faced in the areas of protection of intellectual property rights in connection with new information and communication technology.

The legal skills that have been acquired by the members of this team mean that we can provide high quality legal support for the sectors in which technology and information systems now play an increasingly important role and these sectors include life sciences, biotechnology, biomedicine, and nanotechnology.

This Department aims to support its clients in a proper legal use managing the following activities:

Carrying out software and hardware supply contracts.
Caution as to the proper employment of technical back-up and grant guarantee terms against defects and good functioning.
Electronic business implementation from an electronic business market business-to-business point of view.
Long distance employment.
Data base licence as well as protection and use.
Establishment and lawsuits attendance concerning computer crimes.

LITIGATION

The Litigation Legal Team advises the clients and are their legal representatives in Court. However, the litigation held between companies gains much more relevance concerning:

Breach of contracts and credit collection.
Company recovery / Bankruptcy / Insolvency.
Business leasing.
Industrial property.
Social decisions opposition.
Financing / Loans.
Breach of working contracts / Lay-Off.
Working and road accidents / Diseases.
Lawsuits with fine.
This department also maintains a Consultancy department to any private, whether it concerns a personal and family matter (family duty and death duty) or it is connected to its professional activity together with other Department.

The criminal law, white collar defence and compliance practice is staffed by a very mature and highly specialised team that is recognised for its experience in advising on and handling all types of cases in these areas. The team deals with all aspects of the cases from the inquiry and discovery phase through to trial, always working in close cooperation with our Law Firm other practice areas.

For many years now the Litigation Legal Team has handled the most complex and high profile cases in Portugal. It has worked in every area of criminal law from the more traditional crimes covered by the Criminal Code to new areas such as tax and social security crimes, money laundering, the phenomenon of corruption in sports, medical negligence, the protection of markets and IT law. With a keen focus on the great increase in regulatory control witnessed over recent years in areas such as banking, pharmaceuticals and telecommunications, the team has been heavily involved in administrative law cases where it has acted both to provide preventive advice and to bring legal challenges against fines imposed by the regulatory authorities.

Whenever possible, the team focuses its attention on prevention. It works in close cooperation with clients on compliance issues, offering auditing services to detect potential problems and providing any necessary corrective advice as well as advice on achieving best practice standards.

PUBLISHING

This Department is in charge of a number of business, community and fiscal publishing.

Usually a Legal and Economic Information Newsletter is published and distributed to the clients of this office, giving relevance to companies, aiming to inform them about the legislative and precedents production in force on a national and community basis.

Together with this publishing it is also usually published another kind of brochures with specific and actual subjects about the Portuguese economic life.

These brochures are also distributed to clients and their intention is to give a simple and accessible analysis of the realities, sometimes complexes, of this area.

Practice Areas

  • Business & Contracts
  • Banking & Finance
  • Labour Law
  • Gaming, Betting & Sports
  • International &Foreign Investment
  • Taxation
  • Public Law
  • Real Estate
  • Private Clients
  • Telecommunications, Media & Technology
  • Litigation
  • Publishing
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