Alexandre Ferreira de Assumpção Alves / Vitor Greijal Sardas

Commercial company; Resolution of the commercial company against one of the partners; Ascertainment of assets; Methods; Commercial Law; Brazilian Law.

The text analyzes the evolution of Brazilian law in dealing with the resolution of commercial companies in relation to one of the partners. Initially, most cases for the resolution of companies, which required the determination of assets, were considered grounds for dissolution. However, the Commercial Code of 1850 already allowed the company to continue in the event of the death of a partner. The introduction of the limited liability company, in 1919, established a criterion for evaluating the partner's participation based on the equity value of the shares, determined by the most recent balance sheet. However, there were still legal gaps for other cases of company resolution, such as exclusion or unreasonable withdrawal of a partner. Over time, the calculation of assets evolved, with specific criteria prevailing over the liquidation of social assets.

Ana Clara Azevedo de Amorim

Trade marks; vulgarization; distinctive capacity; licences; cancellation; sports.

The loss of trade marks’ distinctive capacity can lead to the registration cancellation due to vulgarisation, when signs become the usual designation for products or services, as a consequence of the respetive owners’ behaviour. This text analyses the legal regime of vulgarisation, especially in the light of Article 268 (2) (a) of the Portuguese Industrial Property Code and of Article 58 (1) (b) of Regulation (EU) 2017/1001, with a particular focus on trade marks registered for the sports sector that came to be perceived by the relevant class of persons as physical exercise modalities. The aim is to consider which factors determine the existing increased risk of vulgarisation for certain distinctive signs, namely, in terms of the composition and the ways of using trade marks, the characteristics of the products or services, the granting of licences and the reproduction without the authorisation of the owners.

Filipe Manuel Farréu Rama dos Santos Barata

W&I Insurance; M&A transactions; negotiation process; transactional risk; due diligence; representations and warranties.

Corporate acquisitions, known in national and international legal jargon as M&A transactions, are based on a demanding, challenging and complex negotiation process, dynamic and phased over time, characterised by its uncertainty. The pre-contractual phase is characterised by an information asymmetry between Buyer and Seller. This informational inequality leads the negotiating parties to take ab initio particular precautions in order to protect their respective interests, setting up mechanisms and designing solutions to safeguard against future pathological scenarios, allowing for the allocation of negotiating risks and providing the negotiating process with legal certainty and security, thereby promoting its predictability and transparency.

Jorge Simões Cortez

Sale of defective goods; misrepresentation; “culpa in contrahendo”; compensation for “interesse contratual negativo”.

The Portuguese legislator's choice to regulate the sale of defective goods within the framework of misrepresentation and “culpa in contrahendo” was criticized from the outset, and some of Portugal's most illustrious jurists have spoken out about it; more than fifty years after the Civil Code came into force, and although the question remains open, the prevailing view, particularly among the Supreme Court of Justice, seems to be that the regime for the sale of defective goods provided for in articles 913 and ss. of the Civil Code combines aspects of misrepresentation and breach. Perhaps in contrast, an interpretative hypothesis is being put forward, albeit in broad strokes, in line with what appears to have been the legislative option.

David Falcão

Trial Period; Law n.º 93/2019; Law n.º 13/2023; Judgment n.º 318/2021.

The Law n.º 93/2019, of September 4th, removed from the list of justifying reasons underlying fixed-term hiring workers looking for their first job and the long-term unemployed. The legislative impulse was based on the aim of promoting the hiring without a fixed term of the aforementioned categories of workers, which implied the extension of the trial period to 180 days. The measure initially generated a fruitful doctrinal debate and led to the intervention of the Superior Constitucional Court, in the context of an abstract successive review of constitutionality. Despite the Court decision declaring the partial unconstitutionality of the rule relating to the extension of the trial period, the decision was not without criticism.

Fabiana Félix Ferreira

Automated filtering system; freedom of thought; copyright; fundamental rights; Internet service providers.

Starting with a recent ECJ judgment (of April 26, 2022, C-401/2019), the article addresses the issue of the use of automated tools for recognizing and filtering content uploaded by users on on-line sharing platforms for the purposes of the prior control to which providers of such services are bound under Article 17 of Directive 2019/790. In particular, by examining the solution identified by the Court de Justice to the problem de quo, it is intended to verify how the aforementioned Copyright Directive has affected the delicate balance between rights that traditionally conflict in the context of the so-called information society.

Bárbara Magalhães / Rosana Costa

Discretionary; Disciplinary Power; Disciplinary Infraction; Common Disciplinary Procedure; Public Employment Relationship.

The present work aims primarily at analyzing the scope and limits of discretion in the exercise of disciplinary power in the context of public employment. In this sense, administrative discretion can be defined as the power granted by a competence norm to the Public Administration, allowing it to decide, based on its own judgments and evaluations, ultimately, on the best course of action in a specific situation. However, the administration's choice will always be guided by criteria provided by the general principles and rules of law (in particular, the principles of equality, impartiality, and proportionality).

Ricardo Menezes

General data protection regulation; Data controller; Data processor; Civil liability.

The aim of the present article is to analyse the legal framework applicable to the civil liability of the data controller towards third parties for actions attributable to the data processor, in light of the provisions of the General Data Protection Regulation (hereinafter “GDPR”). In relation to non-contractual liability, we reach the conclusion that the most correct position is the one endorsed by legal scholars who understand that the GDPR establishes a model of strict civil liability (i.e., the controller is legally responsible for the consequences flowing from the activity of the processor even in the absence of fault). Taking this into consideration, some Portuguese legal scholars have sustained that the regime which establishes the civil liability of the principal (comitente) for damages caused by its agent (comissário), pursuant to article 500 of the Portuguese Civil Code, should apply in this context.

Juan A. Muriel Diéguez

European production order; European Preservation Order; electronic evidence; Regulation; criminal proceedings.

The focus of this paper is on the critical analysis of Regulation (EU) 2023/1543 of the European Parliament and of the Council of 12 July 2023 "on European production orders and European preservation orders for the purpose of electronic evidence in criminal proceedings and the enforcement of custodial sentences following criminal proceedings, and Directive (EU) 2023/1544 of the European Parliament and of the Council of 12 July 2023 laying down harmonised rules for the designation of designated establishments and legal representatives for the purpose of obtaining electronic evidence in criminal proceedings, supplementing the Regulation, both adopted on 13 June 2023. This long-awaited Regulation responds to the need to seek effective tools in combating technological crime, seeking to overcome the regulatory fragmentation between EU Member States in the field of criminal proceedings.

Maria Lubomira Kubica

AI; European regulation; risk approach; innovation and governance; vigilance; sanctions.  

Book review of Moisés Barrio Andrés (dir.): “El Reglamento Europeo de Inteligencia Artificial”, Valencia, Editorial Tirant lo Blanch, 2024, pp. 220, ISBN Paper: 9788410713031, ISBN Ebook: 9788410713048