Corporate

An efficient and pragmatic knowledge of corporate law, in all its aspects, is essential for any company when it comes to assessing and mitigating legal risks, or to structuring and optimizing the activity of any business.

Our team advises on a daily basis a vast array of clients on various corporate law matters, including complex questions which require an expert and in-depth analysis. More generally, we handle all corporate law issues that shall help putting our clients’ decision process on the right – and safe – track.

We also assist our clients in negotiating and drafting a range of tailored documents such as specific intra-group agreements, corporate decisions, reports and other internal corporate documents.

Cooperative companies have played an important role in the economy for nearly two centuries. They are constantly renewing their way of functioning and adjusting to the economic and social evolutions, the latest one being the use of digital platforms to facilitate the relationship between founders and members.

This corporate legal form is adopted both by major actors of the financial, insurance and commercial sector as well as by smaller actors in many fields of the economy.

For each of them, tailored solutions must be found.

Over the years, our team has been advising cooperative companies on all aspects of corporate law, especially in relation to the rights and obligations of members of this corporate legal form, and has notably been:

• advising on the rights and obligations of members and specific corporate mechanisms in this context, and drafting the articles of associations accordingly

• advising on restructuring and reorganization of cooperative groups

• assisting in the very specific context of take-over bids on cooperative institutions

• advising on the corporate aspects of constraints faced by cooperative companies in regulated sectors

• advising on the structure of cooperative companies of the public sector

• advising on the use of cooperative investment structure

• advising on the setting up of a cooperative platform

• advising a professional association with respect to amendments to the text of the future Belgian Company and Association Code, as well as a member of the Belgian House of representatives and his team in the drafting of the draft Book 6 of said Code

Groups of companies are a well-known economic reality and have for several years been discussed in case law, be it at national or European levels.

The structuring and restructuring of groups of companies requires special attention at the level of both the mother company and the subsidiaries.

Among others, these will require tailor-made solutions in terms of governance, assessment of compliance and risks, delegation of powers and limitation of potential liabilities. An excellent and comprehensive knowledge of all the corporate legal tools available, and their respective advantages and constraints, is also required to provide clients with complex reorganizations needs with the best possible solution.

We have an extensive experience in advising groups of companies at national level or cross-border. Over the years, our team:

• assisted major groups in the structuring of their governance, at group level or for their Belgian subsidiaries only

• has assisted in major reorganizations of real estate groups, including the refinancing of their operation

• assisted groups in regulated sectors such as banking or insurance for their reorganization

• more generally, gave numerous advices on all aspects of group structuring and governance for a various range of clients

Listed companies are subject to numerous sets of rules, and notably specific rules under the Belgian Company Code, a body of rules inspired by the capital market regulation, and specific governance rules.

Listed companies, be it companies with listed share capital or with other listed securities, must:

• structure their governance accordingly

• be constantly aware of the governance, compliance and risks aspects involved with market regulation specificities: managing of the information, market abuse, prospectus regulation, …

Hence, knowledgeable legal assistance in these various fields is of essence.

We have an extensive experience on the various concerns of listed companies.

Over the years, our team:

• has advised listed companies on governance structures

• gave advice on market abuse regulations, be it for general issues or in the M&A framework

• advised listed companies on shareholders’ meeting issues

• assisted offerors or the target company in the context of take-over bids

• advised in the context of capital increase and issuances of bonds in listed companies

• has been advising, when this matter was of essence, on share dematerialization issues and VVPR strip matters

Mergers and acquisitions require a quick and focused understanding of the mother (-to-be) company’s and target’s businesses, as well as an agility in finding solutions to the many issues that arise in the course of the M&A process. It also often calls for negotiating skills, which mostly result from both experience and expertise.

Our team’s qualities are a guarantee that we will be aligned with those objectives.

We have moreover a long-term experience in working in a seamless manner with foreign law firms on cross-border transactions and our associates perfectly fit in the team of the whole transaction.

In addition to numerous involvements in the acquisitions of companies in various sectors, our team has assisted high-profile acquisitions of major importance for the Belgian economy, and in the transactions that took place during and after the financial crisis of 2008 and is aftermath, amongst which:

• the acquisition, through capital increase, of a 49% shareholding in the capital of the Belgian credit institution Fortis Bank SA/NV (September 2008), the purchase of the outstanding 51% of the shares in Fortis Bank SA/NV (October 2008) and the negotiation with the French listed credit institution BNP Paribas for the contribution to the latter of 75% of the shares in Fortis Bank SA/NV (October 2008-May 2009)

• the structuring in this context of Royal Park Investment SA/NV, the hive-off vehicle of the Belgian credit institution Fortis Bank SA/NV (2008-2009)

• the acquisition, along with the Governments of the Flemish and the Walloon regions, through capital increase of 1.5 billion EUR of a 75% stake in Ethias Group, the Belgium-based financial services group

• the 1 billion EUR capital increase of Dexia SA/NV, along with the Belgian regions, the French State and the French Caisse des Dépôts et Consignations (2008)

• the 4 billion EUR acquisition of Dexia Bank Belgium SA/NV (renamed Belfius SA/NV in the meantime), both for M&A aspects as well as for regulatory aspects in Belgium and various foreign jurisdictions (2011-2012)

• the 5.5 billion EUR capital increase of Dexia SA/NV, subscribed along with the French State (2012)

• the sale to the major French listed credit institution BNP Paribas of the 25% +1 share held in BNP Paribas Fortis SA/NV (previously Fortis Bank SA/NV) (2013)

• in the context of the sale and purchase of the receivables portfolio held by Royal Park Investments SA/NV, the hive-off vehicle of the Belgian credit institution Fortis Bank SA/NV, to the institutional investor Lone Star Fund (2013)

Our team has also assisted, over the years, either the offeror or the target company in various take-over bids, including a take-over bid on listed real certificates.

Merger, demerger and other forms of restructuration of companies and non-profit entities are an essential part of the evolution of many companies and entities.

These need careful advice as to the steps of the process, together with a detailed analysis of their consequences, be it for the companies concerned and their business or for the concurred entities, especially for entities for which the process is not directly organized by the Belgian Company Code.

Our team is highly specialized in all aspects of restructuration, both at national and cross-border level and can rely on the presence of Thierry Tilquin who is the author of a major treaty on mergers and demergers, published right after the Belgian act of 29 June 1993 amending the law on companies regarding mergers and demergers, with the second edition to be published soon. This work is recognized as a reference book within the academic and practical corporate field.

Over the years, our team has:

• assisted major groups of companies in various reorganizations, especially in the real estate sector

• assisted companies in regulated sectors, such as banking and insurance in several mergers, demergers or universal transfers of assets

• assisted Belgian public holdings in their merger, including, besides complex corporate aspects, for the drafting of the applicable law and related royal decrees

• has been consulted by public notaries on specific issues relating to a restructuration and the control of its legality

• has been advising on cross-border mergers, including triangular mergers with companies, private or listed, governed by the laws of American States