Decree-Law No. 10/2013 sets out the legal regime of Sports Companies that clubs wishing to participate in professional competitions must comply with. Article 23, under the heading “Participation of the founding club”, stipulates the requirement for clubs to hold directly at least 10% of the share capital of its Public Limited Sports Company (PLSC).
Considering the ratio legis of the article, which grants special veto rights to the founding club, the aim is to ensure that clubs are not subordinated to their investor’s desires, who are in most cases guided by the pursuit of profits, but rather remain an essential component of the decision-making process at General Meetings, meaning that there is always a “club spirit” in the PLSC dreaming of sporting successes.
However, there can be situations where the clubs would like to let go of their share capital ownership. Initially, it was considered that the 10% threshold should be respected all the time, yet the Lisbon Court of Appeal has taken the opposite stance – in the famous Belenenses Ruling.
Consequently, a club in the PLSC, against its wishes, can – and should – sell all of its shares and transfer its social position entirely. Afterwards, to participate in professional sporting competitions, since there is no link between the two entities, it is only necessary to constitute a new PLSC.
Instances in which club spirit is completely absent from the PLSC, such as the past cases of Belenenses or Atlético Clube de Portugal, in which investors were in control of the company’s interests, are unlikely to be repeated. However, if the relationship turns out to be one of conflict, the clubs can eventually regain control.
Therefore, by denying the existence of a perpetual relationship between clubs and PLSC, new takeovers, such as the recent purchase by Qatar Sports Investments of a percentage of the Sporting de Braga PLSC’s share capital, can already have in mind a simplified divorce, if needed. In case of an emergency, clubs will ultimately have the final say.