Negociação por conta própria e os conflitos de interesses

Mestrado em Ciências Jurídicas Empresariais

O abuso de informação privilegiada (insider trading)

In the stock market, information takes on special relevance, due to the market’s permanent updating and the great fluidity of information existent therein. Just as in any other negotiations, the party with the better information has a bargaining advantage, as it is able to make more advantageous business decisions. However, unlike most other markets, the proper functioning of the stock market is greatly dependent on investors’ trust in the market itself. As such, if there are investors who, due to any condition they possess or office they hold, have access to relevant information which is not accessible to the general public, distrust is bred within the market and, consequently, investment is lessened. Thus, there is a need to prevent those who hold privileged information from using it in abusive ways. In Portugal, abuse of privileged information is set out and punished criminally in Article 378. of the Portuguese Securities Code (‘Código dos Valores Mobiliários’). In this dissertation, I have set out, firstly, to analyze the inherent conditions for there to be a crime of abuse of privileged information; secondly, to analyze two well-known cases, which took place and were decided in other jurisdictions, and attempt to understand how these cases would fall under Article 378. of the Portuguese Securities Code. Whereas the first case, Chiarella v. United States, was scrutinize under Article 378 of the Portuguese Securities Code, in the second, Lafonta v. AMF, the conclusion arrived at was that the crime taken place was different. This analysis allowed, on one hand, the application to a particular case of prerequisites and concepts which were explained, at a first approach, from a more theoretical perspective; on the other hand, it also allowed the further development of specific aspects of the regime, namely the difference between an insider and a tipee, as well as to more clearly set out the limits to the precise character of the information at hand.

An equity wealth preservation strategy: Following the macro trend

Financial crisis have happened in the past and will continue to do so in the future. In the most recent 2008 crisis, global equities (as measured by the MSCI ACWI index) lost a staggering 54.2% in USD, on the year. During those periods wealth preservation becomes at the top of most investor’s concerns. The purpose of this paper is to develop a strategy that protects the investment during bear markets and significant market corrections, generates capital appreciation, and that can support Millennium BCP’s Wealth Management Unit on their asset allocation procedures. This strategy extends the Dual Momentum approach introduced by Gary Antonacci (2014) in two ways. First, the investable set of securities in the equities space increases from two to four. Besides the US it will comprise the Japanese, European (excl. UK) and EM equity indices. Secondly, it adds a volatility filter as well as three indicators related to the business cycle and the state of the economy, which are relevant to decide on the strategy’s exposure to equities. Overall the results attest the resiliency of the strategy before, during and after historical financial crashes, as it drastically reduces the downside exposure and consistently outperforms the benchmark index by providing higher mean returns with lower variance.

Bond portfolio diversification

Portfolio diversification benefits have been extensively documented and acknowledge in the literature since 1952. However, the majority of the studies have focus on an equity context, and only very few on bonds. The study purposed tries to understand and measure the diversification benefits for a pure bond portfolio by investing in securities with different credit risks, maturities and even geographies. Diversification benefits were achieved under the proposed model and some conclusions were withdrawn.

O direito de exoneração do acionista minoritário

This study specifically addresses the situation of minority shareholders after the transfer of control in an listed company. The various underlying interests and reasons that shareholders have for investing in a company can demonstrate shareholders’ reasoning for taking radically different positions on issues relating to the transfer of control of the referred company. This study analyses the current legal system in Portugal and in the European Union in order to assess whether, in the event of a takeover bid of a listed company where there is a transfer of control, minority shareholders have the same appraisal rights as other shareholders to sell their shares and leave the company. The study then examines the European Court of Justice decision on whether a general principle of equal treatment of minority shareholders exists upon a transfer of control (Audiolux) and the Portuguese Securities Market Commission decision regarding the delisting of Brisa - Autoestradas de Portugal, S.A. based on the principle of investor protection. The study concludes that although the principle of equality amongst shareholders has made progress in the European legal system e.g. it is laid down in Directive 2004/25/EC of 21 April 2004 on takeover bids and the Portuguese Securities Market Code, there is also a need for further improvement, which can be accomplished by allowing minority shareholders to exercise an appraisal right in similar unregulated situations.

Scaling In-Memory databases on multicores

Current computer systems have evolved from featuring only a single processing unit and limited RAM, in the order of kilobytes or few megabytes, to include several multicore processors, o↵ering in the order of several tens of concurrent execution contexts, and have main memory in the order of several tens to hundreds of gigabytes. This allows to keep all data of many applications in the main memory, leading to the development of inmemory databases. Compared to disk-backed databases, in-memory databases (IMDBs) are expected to provide better performance by incurring in less I/O overhead. In this dissertation, we present a scalability study of two general purpose IMDBs on multicore systems. The results show that current general purpose IMDBs do not scale on multicores, due to contention among threads running concurrent transactions. In this work, we explore di↵erent direction to overcome the scalability issues of IMDBs in multicores, while enforcing strong isolation semantics. First, we present a solution that requires no modification to either database systems or to the applications, called MacroDB. MacroDB replicates the database among several engines, using a master-slave replication scheme, where update transactions execute on the master, while read-only transactions execute on slaves. This reduces contention, allowing MacroDB to o↵er scalable performance under read-only workloads, while updateintensive workloads su↵er from performance loss, when compared to the standalone engine. Second, we delve into the database engine and identify the concurrency control mechanism used by the storage sub-component as a scalability bottleneck. We then propose a new locking scheme that allows the removal of such mechanisms from the storage sub-component. This modification o↵ers performance improvement under all workloads, when compared to the standalone engine, while scalability is limited to read-only workloads. Next we addressed the scalability limitations for update-intensive workloads, and propose the reduction of locking granularity from the table level to the attribute level. This further improved performance for intensive and moderate update workloads, at a slight cost for read-only workloads. Scalability is limited to intensive-read and read-only workloads. Finally, we investigate the impact applications have on the performance of database systems, by studying how operation order inside transactions influences the database performance. We then propose a Read before Write (RbW) interaction pattern, under which transaction perform all read operations before executing write operations. The RbW pattern allowed TPC-C to achieve scalable performance on our modified engine for all workloads. Additionally, the RbW pattern allowed our modified engine to achieve scalable performance on multicores, almost up to the total number of cores, while enforcing strong isolation.

Proving a market for a startup befor scaling using the hypothesis-driven entrepreneurship process

The year is 2015 and the startup and tech business ecosphere has never seen more activity. In New York City alone, the tech startup industry is on track to amass $8 billion dollars in total funding – the highest in 7 years (CB Insights, 2015). According to the Kauffman Index of Entrepreneurship (2015), this figure represents just 20% of the total funding in the United States. Thanks to platforms that link entrepreneurs with investors, there are simply more funding opportunities than ever, and funding can be initiated in a variety of ways (angel investors, venture capital firms, crowdfunding). And yet, in spite of all this, according to Forbes Magazine (2015), nine of ten startups will fail. Because of the unpredictable nature of the modern tech industry, it is difficult to pinpoint exactly why 90% of startups fail – but the general consensus amongst top tech executives is that “startups make products that no one wants” (Fortune, 2014). In 2011, author Eric Ries wrote a book called The Lean Startup in attempts to solve this all-too-familiar problem. It was in this book where he developed the framework for The Hypothesis-Driven Entrepreneurship Process, an iterative process that aims at proving a market before actually launching a product. Ries discusses concepts such as the Minimum Variable Product, the smallest set of activities necessary to disprove a hypothesis (or business model characteristic). Ries encourages acting briefly and often: if you are to fail, then fail fast. In today’s fast-moving economy, an entrepreneur cannot afford to waste his own time, nor his customer’s time. The purpose of this thesis is to conduct an in-depth of analysis of Hypothesis-Driven Entrepreneurship Process, in order to test market viability of a reallife startup idea, ShowMeAround. This analysis will follow the scientific Lean Startup approach; for the purpose of developing a functional business model and business plan. The objective is to conclude with an investment-ready startup idea, backed by rigorous entrepreneurial study.

Os diferentes níveis de regulação legal dos conflitos de interesses no âmbito da gestão de fundos de investimento mobiliário

In the context of the activity developed by securities investment funds (hereinafter referred to “SIF”) the holders of investment units have a very tiny power to intervene. Aware of the risks that a decoupling between ownership and control may pose, the legislator has foreseen a number of impositions and limitations to the activity of the managing entities, namely to prevent or prohibit the performance of acts in situations of potential conflicts of interests. Accordingly, the purpose of the dissertation on – “Os diferentes níveis de regulação legal dos conflitos de interesses no âmbito da gestão de FIM” – is exactly to determine the field of application of the several levels of legal regulation of the conflicts of interests that arise within the scope of the management of SIF, both at the level of the new legal requirements governing collective investment undertakings, and at the level of the legal requirements governing the conflicts of interests foreseen in the Portuguese Securities Code, in order to clarify the articulation of these different levels of conflicts of interests regulations.