White & Case LLP (JD Supra Belgium)

The effects of the COVID-19 outbreak leave many Belgian enterprises in financial distress, or even, for some of them, at risk of insolvency. In order to help these enterprises navigate the crisis and prevent them from going bankrupt, the Belgian Government implemented a moratorium on insolvency and enforcement proceedings.

The Supreme Court has ruled that interest on a loan contracted in order to carry out a capital reduction or a dividend distribution when the company lacks the liquidity to do so is not always deductible. It is crucial that the taxpayer is in a position to document clearly that the loan has been contracted with a view to generating or preserving taxable income, for instance because it allowed the...

Q1/ Applicable legislation - (a) Have the requirements of the GDPR been addressed by introducing a new law, or by updating existing legislation? New legislation has been passed. ———

The new Belgian Code on Companies and Associations enters into force on 1 May 2019. The Belgian Code on Companies and Associations (the "BCCA"), enacted by the Belgian parliament on 28 February 2019, repeals the existing Belgian Companies Code (the "Current BCC"). The BCCA aims at modernising and simplifying company law in order to make Belgium more attractive for both domestic and foreign...

On February 4th, 2019, the Belgian government released a draft law ratifying the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the "Convention") and the Explanatory Note, adopted in Paris on 24 November 2016. The draft bill contains four articles, providing for the full application of the Convention and its explanatory Note, as well...

Welcome to the Belgium page of our Global Employee Equity at a glance series. Stock Option Plans: Employment - Labor Concerns - There is a risk of employees claiming that they are entitled to compensation for loss of rights under the Plan where the Plan is amended or discontinued or where their employment is terminated. In particular, there is a risk that an employee dismissed without...

On 2 May 2018, the Belgian State Gazette published the law of 18 March 2018 amending various provisions of criminal law, criminal procedure and civil procedure (the "Law").

The law of 11 July 2018 recently modified the Criminal Code and the preliminary section of the Code of Criminal Procedure (article 5) with regard to the criminal liability of legal persons (the "Law"). The Law drastically reforms and broadens the scope of criminal liability of legal persons under Belgian law. The Law entered into force on 30 July 2018 and the Law applies with immediate effect,...

Following the Fourth AML Directive, the law of 18 September 2017 on the prevention of money laundering and the financing of terrorism, and the limitation of the use of cash (the "Law") introduced in Belgian law an obligation for Belgian companies, (international) nonprofit organizations, foundations and trusts (the "Legal Entities") to identify and record their ultimate beneficial owners and to...

The Royal Decree on the operating procedures of the UBO register was published in the Belgian State Gazette last week. This much awaited Royal Decree describes the modalities and functioning of the UBO register for beneficial owners of Belgian entities and partially transposes the Fifth AML Directive into Belgian law....

A new Belgian law has been published on criminal liability for legal persons - On 30 July 2018, the bill of 11 July 2018 modifying criminal liability for legal persons entered into force (FR/NL). The most significant changes implemented by this act concern....

Proportionate disclosure regime for small scale capital raisings and simplified regime for liability management exercises introduced. The New Prospectus Law has been published in the Belgian Official Gazette. The New Prospectus Law introduces new rules with respect to prospectus requirements and exemptions, as well as a proportionate disclosure regime for certain offers and listings.

The Belgian State Gazette published on Friday 6 October 2017 the law of 18 September 2017 preventing money laundering and financing of terrorism and limiting the use of cash (the"Law"). The Law replaces the law of 11 January 1993 and introduces several changes into the Belgian AML regime, mainly concerning the introduction of a register of beneficial owners, the risk-based approach, whistle-blowin

On 11 September 2017, Belgium published a new bill requiring certain large companies to disclose "non-financial" (relating to social, environmental and employee matters, protection for human rights, anti-corruption and anti-bribery policies) and diversity information. If these companies have not adopted any policies in these respects, they will have to explain the reasons why. Companies will have

On 11 August 2017, Belgium published a new bill to further implement the market abuse regime into Belgian law. The bill, which introduces a whistle-blowing regime, adapts the criminal regime applicable to market abuse, and authorizes the FSMA to perform domicile searches under the supervision of an investigating judge (juge d’instruction/onderzoeksrecher).

European Leveraged Finance Alert Series: Issue 7 - With the leveraged finance market staying hot, an increasing number of international sponsors are making acquisitions in Belgium, and upcoming changes in the law will make taking security over Belgian assets even easier. Here are ten things to consider when doing a leveraged finance deal in Belgium.

Stock Option Plans: Employment - Labor Concerns - There is a risk of employees claiming that they are entitled to compensation for loss of rights under the Plan where the Plan is amended or discontinued or where their employment is terminated. In particular, there is a risk that an employee dismissed without cause may be treated by a court as a good leaver.

Summary - Hard-law tools to supervise payment transaction processors: A new Belgian law (the Law) reinforces the supervision of the activities of systemically important payment transaction processors as well as payment schemes and their operators. Payment transaction processors facilitate the operational execution of payment services without carrying out the payment services as such. They are...

The Belgian Financial Services and Markets Authority (FSMA) published a communication regarding the application of the unfair terms legislation in the context of the offering of securities to consumers (the Communication). - Issuers and distributors will have to carefully review the issuance, marketing and distribution of financial products to Belgian consumers. The Communication is relevant

Upon entering into force, the law of 11 July 2013 on security interests in rem on movable assets will provide Belgium with a modern legal framework that will greatly facilitate secured lending. Although not as all-encompassing as the US blanket lien or the English floating charge, the new Belgian register pledge will provide an efficient means to take security on most of the assets of a...

Belgium recently introduced the regulatory framework for an attractive new real estate investment vehicle, the specialized real estate investment fund (gespecialiseerd vastgoedbeleggingsfonds (GVBF) / fonds d’investissement immobilier spécialisé (FIIS)) (SREIF).

EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - To reduce the risk of potential claims from employees that they have entitlements under a Plan, employees should expressly agree that participation in the Plan is discretionary and that termination of employment will result in the loss of unvested rights. Discrimination based on gender or...

On 2 June 2016, the Belgian Constitutional Court ruled that a part of the Belgian criminal settlement regime (transaction pénale/minnelijke schikking in strafzaken) is unconstitutional. Currently, article 216bis of the Belgian Code of criminal procedure (Code d’instruction criminelle/Wetboek van strafvordering) allows the Public Prosecutor (Procureur du Roi/Procureur des Konings) to propose that...

By decision of 17 March 2016, the Belgian Constitutional Court partially annulled the Belgian Class Action Law for being discriminatory vis-à-vis EU consumer protection organizations of other Member-States. EU consumer protection organizations of other Member-States as class representatives - In accordance with the Belgian Class Action Law enacted in March 2014, only consumer protection

In its ruling of 17 March 2016, the Belgian Constitutional Court has decided that the Belgian Class Action Law is partially annulled for being discriminatory vis-à-vis European consumer protection organizations.

In two decisions adopted in November 2014 but only recently published, the Dutch competition authority (ACM) fined three private equity firms for the involvement of one of their former portfolio companies in the so-called “flour” cartel during the time of their respective ownership. The two decisions – the first time the ACM ever imposed fines on private equity firms – follow an earlier decision...

The Brussels Regulation (Regulation (EC) 44/2001) has governed questions of jurisdiction and the recognition and enforcement of judgments in civil and commercial matters within the EU for over a decade. From 10 January 2015, it will be repealed and replaced by Regulation (EU) 1215/2012 (the “Recast Regulation”). We set out the key changes. Scope of the changes - The Recast...

After the approval by Royal Decree of the Regulation of the Belgian Financial Services and Markets Authority (the “FSMA”) banning the distribution of certain non-mainstream financial products to retail clients (see here), two new legal measures confirm the trend towards increased protection for retail investors in the financial sector in Belgium. A Royal Decree of 25 April 2014, published...

In our alert of 11 February this year, we unveiled the consultations which were launched by the Belgian Financial Services and Markets Authority (the “FSMA”). These consultations concerned, on the one hand, a draft royal decree regarding certain information obligations applicable to the distribution of financial products to retail clients (the “Royal Decree”) and, on the other hand, a draft...

Class actions are a hot topic in Europe, and elsewhere. Various European countries have introduced, or are in the process of introducing, class action mechanisms. At the European Union level a similar development is noticeable, with proposals both in the field of consumer protection and of competition law. The scale and the scope of these legislative reforms are diverse, but the trend is clear...