The Legal 500

The European Court of Justice categorises the leasing of a motor vehicule under a financial leasing as a supply of goods and not as a supply of services.

By July 1st, 2012 the Directive 2010/73/EU of the European Parliament and the Council of 24 November 2010 amending the Prospectus Directive and the Transparency Directive has to be transposed by Member States into their national law. The Directive 2010/73/EU is aimed at simplifying the application of the prospectus rules.

Like in many of our neighboring countries, the Belgian Financial Services and Markets Authority (FSMA) is taking a more persistent approach in pursuing compliance with MiFID conduct of business. In that regard it has announced a “MiFID Action Plan”.

On 20 June 2011, the Belgian Financial Services and Markets Authority ("FSMA") has published a communication on a voluntary moratorium by which financial institutions that distribute to retail clients certain complex structured products voluntarily commit themselves not to distribute them in Belgium as from 1 August 2011

Article 633 of the Companies Code lays down a procedure that must be followed when a company's net assets fall below one-half or one-quarter of its share capital due to losses sustained. This is known as the 'alarm bell procedure' and is particularly relevant in times of economic downturn.

In a judgment of 14 January 2011, the Labour Court of Appeals of Brussels defined more precisely the rules concerning intellectual property rights of an employee regarding a patent (invention), and rejected a claim for compensation of an employee.

Court of Justice deems the use of gender as a risk factor in insurance contracts incompatible with European fundamental rights

The International Dimension of the Attachment of Debts

What types of collateral are available? Collateral used in secured financings can also be used in project financings. A full security package includes guarantees, mortgages over real estate, buildings and machinery and pledges over receivables, bank accounts, securities, proceeds, equipment, inventory, intellectual property rights and the entire business (similar to a floating charge under English law, covering all business assets except for immoveable property and 50 per cent of the value of the stock). The fiduciary transfer of title of financial instruments and cash on bank accounts is valid and enforceable in accordance with the Financial Collateral Act of 15 December 2004

The implementation of European Directive 2004/39/EC of 21 April 2004 on markets in financial instruments (the “MIFID”) into Belgian Law has significantly changed our financial regulations. In this article we will analyse the consequence of the amendment by the MIFID of the definition of the term “financial instruments” within the scope of the Belgian Collateral Act of 15 December 2004 which implemented the European Collateral Directive 2002/47/EC (the “Collateral Act”). 

ALTIUS' BANKING & FINANCE TEAM CONTRIBUTED TO A JURISDICTIONAL COMPARISON OF INTERNATIONAL ACQUISITION FINANCE. THE VOLUME PROVIDES COUNSEL WITH A FULL INSIGHT INTO THE LAW AND REGULATION ACROSS NUMEROUS JURISDICTIONS. IN THIS ARTICLE JOHAN DE BRUYCKER, HEAD OF ALTIUS’ BANKING & FINANCE DEPARTMENT UNTANGLES THE COMPLICATIONS OF DEBT FUNDING REGIMES FOR THE BELGIAN JURISDICTION.

The attitude of the Belgian government can be described as positive and their approach is proactive. In 2003, the Belgian authorities announced the introduction of ʻe-governmentʼ. The most important initiatives were the introduction of electronic identity cards (e-ID) for all Belgian citizens over 12, and the federal governmentʼs information web-portal. The e-ID cards are smart cards that can be used by Belgian citizens to electronically identify themselves and authenticate their identities. The e-ID cards are also equipped with electronic-signature software, an attempt by the government to encourage e-commerce. Recently the Belgian government launched the site sign.belgium.be where Belgian citizens can sign documents electronically using their e-ID and check the validity of electronic signatures on documents they receive. By the end of 2009 every Belgian citizen living in Belgium should have an e-ID. Therefore the Belgian government will shortly launch a site containing all e-ID applications on government level. In 2009, the Belgian government also started issuing kids-e-IDs for children younger then 12, that, among others uses, can be used for chatting safely on the internet.

In accordance with Article 97 of the Companies Code, most companies in which the liability of the shareholders or members is limited to their contribution to the company must file annual accounts and, as the case may be, consolidated accounts with the National Bank of Belgium. This obligation applies to, among others:

As of 8 January 2009, Belgian listed companies and financial undertakings are required to have an audit committee. The Law of 17 December 2008 on the establishment of an audit committee in listed companies and financial undertakings (the “Law”) then enters into force. The Law implements the provisions of the European Statutory Audit Directive relating to the audit committee into Belgian law . Before 8 January 2009, the creation of an audit committee was only a recommendation under the Belgian Corporate Governance Code for Belgian listed companies.

The Royal Decree of 8 October 2008 amending the Belgian Companies Code (“BCC”) has amended the rules on financial assistance. The new rules entered into force on 1 January 2009. The Royal Decree implements European Directive 2006/68/EC amending the Second Company Law Directive. The Belgian rules on financial assistance apply to public limited-liability companies (NV/SA), private limited-liability companies (BVBA/SPRL), partnerships limited by shares (Comm.VA/SCA) and co-operative limited-liability companies (CVBA/SCRL). This contribution only addresses the modifications which affect public limited-liability companies.

Directive 2006/68/EC of the European Parliament and the Council of 6 September 2006 has amended the Second Company Law Directive in relation to maintenance of capital.

On 8 October 2008, the Royal Decree (hereafter the "Royal Decree 10/2008") implementing the Directive was adopted and substantially modified the Belgian Companies Code (hereafter "BCC") in respect of contributions in kind, purchase of own shares and financial assistance.

The Royal Decree 10/2008 was published in the Annexes to the Belgian State Gazette on 30 October 2008 and entered into force on 1 January 2009.

Benelux Investment & Private Equity Funds: New fund regimes and recent developments January 2007

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