Governance

Social & Corporate Advisory

“VdA is the top choice in the Portuguese legal market.”

IFLR 1000

Governance

Good corporate governance has come to assume an increasingly prominent role in the management of companies and institutions, and is considered of particular importance by institutional investors, family-owned companies, and any organisation part of the global value chain with relevant stakeholders. The widely recognised benefits of good governance are now placed within a demanding ESG framework which brings new impacts and challenges for companies: in addition to direct obligations and the pressures of the commercial chain, the governance-related implications in terms of companies’ access to financing and European funds must now also be taken into consideration.

We view our role with a great sense of commitment and dedication, helping our clients find concrete and effective solutions that allow them to achieve the highest standards of governance throughout the entire life cycle of their investments. Going beyond a strictly legal approach, we are attuned to the related management components, we believe in the pragmatism and functionality of our proposals and are particularly attentive to the potential reputational repercussions within this domain.

Our reputed Governance team combines in-depth technical knowledge of the applicable legal regulations and codes of good practice with on-the-ground experience in assisting diverse investment structures with respect to the nature and level of compliance required, different sectors of activity, or different geographies. In close cooperation with the other areas of the group, we support family offices and family businesses, private companies, listed companies, and public companies in innovative ways, without ever compromising the client-oriented focus and level of excellence that characterise our work.

Areas of work

organisation, structuring and assessment of governance systems
functioning, composition and regulation of governing bodies and committees
relationships with shareholders
drafting, review and assistance with the implementation of family protocols covering the three overlapping elements of family, capital participation, and management
responsibility and transfer of powers in organisations – from delegation within the executive body itself to complex systems of relations with the management bodies of subsidiaries
implementation of governance elements that limit abuses, such as conflict of interest regimes and related party transactions, and that encourage good governance, such as codes of ethics and conduct or risk and strategy management frameworks
assistance with governance reporting duties (CMVM, BP, IPCG) and ESG-related reporting obligations (Taxonomy, CSRD, ESRS)
establishment of governance models and definition of tax policies adapted to the demands for tax transparency arising from current international taxation trends
remuneration and evaluation systems for governing bodies and their members
integrated response to ESG governance implementation needs, including the preparation of commitment documents and internal implementing regulations
relations between management bodies and shareholders/activists
strategy and relations with stakeholders
dismissal and succession of senior management and the structuring of policies on these matters
design of good governance procedures and best practices, notably with regard to the proper discharge of fiduciary duties by board members, as well as the mechanisms necessary to assess their fulfilment
structuring of governance in autonomous estates and similar structures, particularly in the field of private wealth advisory services