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.

Opa e fusão

Control of a public company can be obtained through several ways, of which the tender offer and the merger are only two. We attempt to understand what are the risks involved in the appearance of a control position. Such underlying risks justify the rationality of the mandatory bid rule, as well as the consequences of said rule. Finally, we attempt to understand if the interests of the minority shareholders are duly defended in the case of control being acquired through merger, since that is the understanding of the legislator.

As Comissões Parlamentares de Inquérito no Portugal democrático, 1976-2015

As transformações operadas no mundo contemporâneo, em especial no que respeita às estruturas do poder, à sua maior autonomização e diferenciação, tiveram particulares reflexos ao nível dos Parlamentos e das funções que prosseguem. Desde a sua origem, no passado século XIII, à atualidade, grandes acontecimentos, clivagens e factos históricos estão presentes na sua linha evolutiva. A democratização do regime parlamentar e a legitimidade outorgada através de eleições democráticas e concorrenciais são um marco ímpar na sua história. A complexidade das sociedades hodiernas catapultou o Poder Executivo em detrimento do Parlamento, enquanto órgão legislativo por excelência. Tal circunstancialismo levou, não ao proclamado declínio dos Parlamentos, mas a reformas estruturantes. Outras e mais importantes funções seriam prosseguidas. Se as iniciativas legislativas e a definição das políticas públicas passaram a ser quase um exclusivo do Governo, havia que desenvolver e ampliar, por parte dos Parlamentos, os instrumentos de controlo, fiscalização e escrutínio da ação governativa. Entre os clássicos instrumentos de controlo avulta o Inquérito Parlamentar, materializado em Comissões Parlamentares de Inquérito, dotadas de poderes especiais para recolha de informação e para investigação. No seu percurso parlamentar, também as Comissões de Inquérito foram sendo alvo de constantes aperfeiçoamentos, de ordem constitucional, legal e regimental. A excessiva partidarização da atividade parlamentar de outrora e sobretudo a confusão entre o governo e o partido que o sustentava a nível parlamentar, o confronto desequilibrado de meios entre as maiorias e as minorias, levaram a um reposicionamento do inquérito parlamentar enquanto garante do direito das minorias. Não sendo expectável que as grandes iniciativas de controlo sejam tomadas pelo partido maioritário, cabe à oposição esse papel. Em Portugal, diminuta era a tradição do instituto do inquérito parlamentar, razão porque foi efémera e sem resultado a sua utilização no tempo da monarquia constitucional. O regime democrático, abraçado com o 25 de abril de 1974, relançou o órgão de soberania Parlamento e estabeleceu prioridades. Até ao amadurecimento da democracia viveram-se tempos mais conturbados mas de grande aprendizagem. O inquérito Parlamentar, a partir da revisão constitucional de 1982, passou conceptualmente a integrar um dos meios mais relevantes da fiscalização política. É, pois, o levantamento exaustivo e a análise das Comissões Parlamentares de Inquérito no Portugal democrático, período de 1976-2015, o objetivo a que nos propomos neste estudo.

Racial inequalities in the socioeconomic, demographic and health conditions of elderly from Maranhão State, Legal Amazon, Brazil: a population-based study

Aging with quality of life does not occur equally among the racial groups of Brazilian elderly, and few studies have analyzed this issue in the states of the Brazilian Legal Amazon. The objective of this study was to investigate racial inequalities in the socioeconomic, demographic and health conditions of elderly residents of Maranhão state, Brazil. The present work is a cross-sectional study of 450 elders aged 60 years or older included in the 2008 National Household Sample Survey. The prevalence of socioeconomic, demographic, health and habit indicators and of risk factors were estimated in white, brown and black racial categories that were self-reported by the survey participants. The chi-square test was used for comparisons (a=5%). The majority of the elderly respondents identified themselves as brown (66.4%) or white (23.3%). There were significant socioeconomic, demographic, habit and lifestyle differences among the racial groups. Most of the black and brown elderly lived alone, reported lower educational levels and were in the lowest quintile for income. These respondents were also highly dependent on the Unified Health System (Sistema Único de Saúde - SUS), exhibited low rates of screening mammograms and lower physical activity levels and had a greater proportion of smokers. However, there was no difference in the prevalence of health indicators or in the proportion of elderly by gender, age, social role in the family or the urban-rural location of the household. These results indicate the presence of racial inequalities in the socioeconomic and demographic status and in the practice of healthy habits and lifestyles among elderly from Maranhão, but suggest equity in health status. The results also suggest the complexity and challenges of interlinking race with socioeconomic aspects, and the findings reinforce the need for the implementation of public policies for these population groups.

Facilitadores e obstáculos do empreendedorismo: o caso das muambeiras de Lubango

Dissertação de mestrado em Estudos de Gestão

Planeamento e controlo de projetos de construção com recurso ao BIM

Dissertação de mestrado integrado em Engenharia Civil

Infância, escola e diversidade cultural: vozes plurais na caraterização de uma realidade plural

Dissertação de mestrado em Sociologia da Infância

Velhas e novas drogas: impactos da toxicodependência: estudo de caso na cidade de Braga

Dissertação de mestrado em Sociologia (área de especialização em Organizações e Trabalho)

O tratamento jornalístico que a RTP1 dá à Cultura: o caso do Telejornal

Relatório de estágio de mestrado em Ciências da Comunicação (área de especialização em Informação e Jornalismo)

Observations on the morphology of Australorbis nigricans

A morphological study was done on A. nigricans, based on the observation of shell, radula, renal region and genitalia of 50 specimens measuring 18 mm in diameter. The data obtained are to be compared with those recorded in our previous paper (PARAENSE & DESLANDES, 1955) on A. glabratus. The characteristics common to both species will not be mentioned here. The numerals refere to the means and their standard deviations: no special reference being done, they correspond to length measurementes. Shell - 18 mm in diameter, 6.37 ± 0.29 mm in greatest width, 6 whorls. Prevailing colur ferruginous sepia, a minority of olivaceous, ochreous, nigrescent and deeply black specimens being found. Right side variously depressed, umbilicated, 1.5 to 3.5 mm deep from the bottom of the umblicus to the highest level of the last whorl. Left side more depressed than the right one, broadly concave, 1.5 to 3.5 mm deep. Both sides show a varously distinct keel, that looks sharper at the left. Aperture deltoid, varying in outline and width. Body, extended - 60.26 ± 3.62 mm, less pigmented than in glabratus. Renal tube - 30.68 ± 1.69 mm, showing neither ridge nor pigmented line along its ventral surface, this negative character affording a sure means of separation from glabratus. Ovotestis - 14.48 ± 1.93 mm. Ovisperm duct - 13.04 ± 1.60 mm, including the non-unwound seminal vesicle. The latter was 0.97 ± 0,21 mm in greatest width. Carrefour - Resembling that of glabratus. Sperm duct - 21.36 ± 1.53 mm. Prostate - Prostate duct 7.14 ± 0.74 mm, collecting a row of long diverticula numbering 19.6 ± 3.1 and more separate than in glabratus. Last diverticulum generally bifurcate or arborescent, the remaining ones arborescent. Vas deferens - 28.68 ± 1.38. Ratio vas deferens/vergic sac = 6.8±0.8. Verge - 3.08 ± 0.28 mm long, 0.11 ± 0.02 mm wide. Vergic sac - 3.07 ± 0.28 mm long, about 0.20 mm wide. Ratio vergic sac/preputium = 0.84 ± 0.12. Preputium - 3.69 ± 0.47 mm long, 0.85 ± 0.10 mm wide. Albumen gland - Resembling taht of glabratus. Oviduct - 16.26 ± 1.41 mm, swollen at the cephalic end. Uterus - 13.24 ± 1.19 mm. Vagina - 1.70 ± 0.22 mm, swolen at the caudal portion. Spermatheca - 2.78 ± 0.40 mm long, 0.86 ± 0.16 mm wide. Spermathecal duct 1.11 ± 0.20 mm. Radula - 125 to 168 horizontal rows of teeth (mean 153.9 ± 8.4). Radula formula 28-1-28 to 36-1-36 (mean 31.8 ± 1.9). Mode formula 31-1-31. The morphological characteristics of the renal region and shell, and the great body length in the same condition of shell diameter, distinguish A. nigricans from the most related species A. glabratus, giving support to considering it a good species from a txonomic or phenotypic standpoint (morphospecies).

The relationship between subjective experiences during first use of tobacco and cannabis and the effect of the substance experienced first.

INTRODUCTION: We examined the positive and negative subjective feelings associated with initial tobacco and cannabis use as well as the role of these experiences in regular use. Additionally, we investigated the effect of the first substance experienced on initial subjective experiences and later regular use. METHODS: Baseline data from a representative sample of young Swiss men were obtained from an ongoing Cohort Study on Substance Use Risk Factors, which includes 2,321 lifetime tobacco and cannabis users. We assessed the age of first tobacco and cannabis use along with the subjective experiences associated with initial use. Additionally, subjective experiences related to regular use of both substances were analyzed. RESULTS: The initial subjective experiences were divided into positive and negative for each substance, and we found that the feelings associated with first use of tobacco and cannabis were similar. Moreover, the participants who used cannabis before tobacco reported fewer negative experiences associated with first tobacco use, whereas the participants who initially used tobacco reported more negative experiences related to first cannabis use. Also, we identified that regular use was encouraged by positive experiences and that negative experiences were more adverse for regular use of cannabis compared with tobacco. CONCLUSIONS: Taken together, these results indicate that similar subjective experiences were associated with the first use of tobacco and cannabis. Also, the use of cannabis before tobacco, which occurred in only a minority of users, had the potential to enhance the effects of initial tobacco use.

Ventricular arrhythmia in coronary artery disease: limits of a risk stratification strategy based on the ejection fraction alone and impact of infarct localization.

AIMS: Estimates of the left ventricular ejection fraction (LVEF) in patients with life-threatening ventricular arrhythmias related to coronary artery disease (CAD) have rarely been reported despite it has become the basis for determining patient's eligibility for prophylactic defibrillator. We aimed to determine the extent and distribution of reduced LVEF in patients with sustained ventricular tachycardia or ventricular fibrillation. METHODS AND RESULTS: 252 patients admitted for ventricular arrhythmia related to CAD were included: 149 had acute myocardial infarction (MI) (Group I, 59%), 54 had significant chronic obstructive CAD suggestive of an ischaemic arrhythmic trigger (Group II, 21%) and 49 patients had an old MI without residual ischaemia (Group III, 19%). 34% of the patients with scar-related arrhythmias had an LVEF > or =40%. Based on pre-event LVEF evaluation, it can be estimated that less than one quarter of the whole study population had a known chronic MI with severely reduced LVEF. In Group III, the proportion of inferior MI was significantly higher than anterior MI (81 vs. 19%; absolute difference, -62; 95% confidence interval, -45 to -79; P < or = 0.0001), though median LVEF was higher in inferior MI (0.37 +/- 10 vs. 0.29 +/- 10; P = 0.0499). CONCLUSION: Patients included in defibrillator trials represent only a minority of the patients at risk of sudden cardiac death. By applying the current risk stratification strategy based on LVEF, more than one third of the patients with old MI would not have qualified for a prophylactic defibrillator. Our study also suggests that inferior scars may be more prone to ventricular arrhythmia compared to anterior scars.

Colonialism, Elite Formation and Corruption

This paper argues that corruption in developing countries has deep historical roots; going all the way back to the characteristics of their colonial experience. The degree of European settlement during colonial times is used to dfferentiate between types of colonial experience, and is found to be a powerful explanatory factor of present-day corruption levels. The relationship is non-linear, as higher levels of European settlement resulted in more powerful elites (and more corruption) only as long as Europeans remained a minority group in the total population.

The Living Wage: Reducing inequality in the UK?

The revival of support for a living wage has reopened a long-run debate over the extent to which active regulation of labour markets may be necessary to attain desired outcomes. Market failure is suggested to result in lower wages and remuneration for low skilled workers than might otherwise be expected from models of perfect competition. This paper examines the theoretical underpinning of living wage campaigns and demonstrates that once we move away from idealised models of perfect competition to one where employers retain power over the bargaining process, such as monopsony, it is readily understandable that low wages may be endemic in low skilled employment contracts. The paper then examines evidence, derived from the UK Quarterly Labour Force Survey, for the extent to which a living wage will address low pay within the labour force. We highlight the greater incidence of low pay within the private sector and then focus upon the public sector where the Living Wage demand has had most impact. We examine the extent to which addressing low pay within the public sector increases costs. We further highlight the evidence that a predominance of low pay exists among public sector young and women workers (and in particular lone parent women workers) but not, perhaps surprisingly, among workers from ethnic minority backgrounds. The paper then builds upon the results from the Quarterly Labour Force Survey with analysis of the British Household Panel Survey in order to examine the impact the introduction of a living wage, within the public sector, would have in reducing household inequality. The paper concludes that a living wage is indeed an appropriate regulatory response to market failure for low skilled workers and can act to reduce age and gender pay inequality, and reduce household income inequality among in-work households below average earnings.

(Don’t) Make My Vote Count

Proponents of proportional electoral rules often argue that majority rule depresses turnout and may lower welfare due to the 'tyranny of the majority' problem. The present paper studies the impact of electoral rules on turnout and social welfare. We analyze a model of instrumental voting where citizens have private information over their individual cost of voting and over the alternative they prefer. The electoral rule used to select the winning alternative is a combination of majority rule and proportional rule. Results show that the above arguments against majority rule do not hold in this set up. Social welfare and turnout increase with the weight that the electoral rule gives to majority rule when the electorate is expected to be split, and they are independent of the electoral rule employed when the expected size of the minority group tends to zero. However, more proportional rules can increase turnout within the minority group. This effect is stronger the smaller the minority group. We then conclude that majority rule fosters overall turnout and increases social welfare, whereas proportional rule fosters the participation of minorities.