Jones Day (JD Supra Belgium)

The Situation: On April 16, 2020, the Belgian Parliament approved a law to transpose the EU Shareholder Rights Directive II ("SRD II") (Directive (EU) 2017/828 amending Directive 2007/36/EC)) into Belgian law ("Transposing Law"). SRD II, adopted in May 2017, was enacted to facilitate corporate transparency and long-term shareholder engagement. The Result: The Transposing Law will afford...

The Situation: Belgian class actions are currently available to consumers, as well as small and medium-sized enterprises ("SMEs") seeking damages from businesses for violations of a number of EU and Belgian laws. Developments: If adopted, the proposed EU Directive on representative actions for the protection of the collective interests of consumers should not require significant changes to the

The Background: On February 28, 2019, the Belgian Parliament approved a historic company law reform. The Result: The new Belgian Code of Companies and Associations ("BCCA") becomes applicable on May 1, 2019, with staggered effect. The reform impacts all Belgian legal entities, including nonprofit associations that are now governed by a separate law.

The Situation: A draft law designed to reform the Belgian Companies Code ("New Company Code") received a green light from Parliament's Justice Commission on 23 October 2018. Pending final approval, the New Company Code is expected to enter into force as of 1 May 2019. The Result: The New Company Code will make it easier for listed companies to proceed with capital increases in cash reserved to

The Background: On June 4, 2018, a draft law designed to substantially reform the Belgian Companies Code was submitted to the Belgian Parliament for review ("New Companies Code"). The Result: The New Companies Code seeks to enhance flexibility and competitiveness for Belgian companies, and notably introduces an optional double-voting right for loyal shareholders of listed companies.

The Situation: EU Member States must make key choices under the new EU Prospectus Regulation, which provides a new regime of prospectus requirements when securities are offered to the public or admitted to trading on a regulated market situated or operating within an EU Member State. The Result: The Belgian Financial Markets and Services Authority has launched a public consultation on scope of

The Situation: Belgium's Law of October 22, 2017, modifies the REIT Regime by broadening the scope of REIT activities and relaxing the country's existing regulatory framework for REITs. The Result: The real estate sector welcomes an innovative change to its existing regulatory framework for the second time in less than a year (following the FIIS Regime).

The Background: On September 3, 2017, Belgium adopted a law implementing EC Directive 2014/95/EU on the disclosure of non-financial and diversity information by certain large undertakings and groups. - The Result: Under the new rules, starting with financial year 2017, certain large Belgian undertakings must draw up a non-financial statement aimed at providing market players with information...

On June 6, 2017, Belgium adopted legislation ("Law") transposing the EU directive on private antitrust damages (Directive 2014/104, ("Directive")). The Law became applicable on June 22, 2017, and is expected to boost private competition law enforcement in Belgium and should enhance the full effectiveness of EU and Belgian competition rules.

On July 20, 2017, Belgium adopted legislation establishing a new category of debt securities available to credit institutions and investment firms ("banking institutions"). The law provides for a new Article 389/1 into the Law of April 25, 2014, on the status and supervision of credit institutions ("Belgian Banking Law"). It will be published in the Belgian State Gazette shortly. In particular,...

On 6 February 2017, Belgium's financial regulator (Belgian Financial Services and Markets Authority ("FSMA")) moved to fortify the protection of investors, publishing a position paper ("Position Paper") on the application of Belgium's rules on unfair contract terms ("Rules") to offers of investment instruments in Belgium. The Position Paper provides guidelines and recommendations in connection...