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Commercial Court of Brussels orders JUPILER BLUE beer to be withdrawn from the Belgian Market
The European Commission has confirmed that second pillar pension schemes may continue to work with gender-based mortality tables. The Commission also clarifies for which "new" individual life insurance contracts unisex premiums and benefits will be mandatory.
On October 3 2011 the Brussels Commercial Court invalidated Lundbeck's supplementary protection certificate (SPC) for escitalopram, the 'S' enantiomer of its racemate citalopram. The court held that escitalopram is the same product as citalopram, and that the former's SPC did not comply with Articles 3(c) and (d) of EU Regulation 469/2009. The court held that it was in the interests of patients to declare the decision provisionally enforceable.
June 1 2010 saw the official introduction in Belgium of the starter public limited liability company (S-PLLC). This new form of corporate entity was part of the legislature's response to the economic crisis and was intended to encourage new entrepreneurs with limited financial resources, offering them a home-grown alternative to the so-called 'light vehicles' available abroad, such as the UK limited company and Germany's 'mini- Gmbh'.
Since 1 October 2011, the National Social Security Office accepts the possibility to convert meal vouchers into eco vouchers and vice versa.
On July 28 2011 a law was passed whereby at least one-third of members of boards of directors of listed companies (and certain autonomous state undertakings) must be "of the minority gender" - in the case of most companies, this means women. The law was published in the Official Gazette on September 14 2011.
More than a year has passed since the official publication of the Corporate Governance Act, which aims to strengthen the corporate governance of listed companies and autonomous state enterprises, particularly in relation to remuneration.
With a certain sense of urgency, the Belgian Government has prepared three bills relating to the 2012 social elections. On 14 July 2011 these were passed by the federal parliament. Al-though the publication thereof in the Belgian Official Journal is still pending, we would already like to inform you now about the most important and new aspects.
On December 20 2010 a new act was ratified on the exercise of certain rights of shareholders in listed companies, transposing the EU Shareholders' Rights Directive (2007/36/EC) into Belgian law. The Listed Companies' Shareholders' Rights Act was published in the Official Gazette on Apil 18 2011.
The Unilateral Termination of Exclusive Distribution Agreements of Indefinite Duration Act(1) will celebrate its 50th anniversary in a few months. The protection of distributors under the act has changed during this half century.
Written by Adriaan Dauwe, Kurt Grillet and Laurent Cloquet
As of 1 January 2012, shareholders of listed companies will obtain more rights as a consequence of the transposition of the EU Shareholders’ Rights Directive into Belgian federal law.
We overlopen de belangrijkste wetgeving in administratief en publiek recht gepubliceerd in de periode 15 oktober 2010 - 28 februari 2011. In deze periode werd het verzameldecreet milieu gepubliceerd dat maar liefst 17 “milieudecreten” wijzigt.
The UNIDROIT Convention on International Factoring entered into force in Belgium on October 1 2010. The Act of February 21 2010 ratified it and was published in the Official Gazette on September 21 2010. Belgium joins France, Germany, Hungary, Italy, Latvia, Nigeria and Ukraine in having ratified the convention.
Interim dividends can be distributed by the board of directors or the general shareholders' meeting of a Belgian company limited by shares, depending on the year (current financial year or not) to which the interim dividend relates. On January 14 2009 the Commission for Accounting Standards advised against the distribution of any interim dividend by the general meeting between the end date of the last financial year and the approval of the annual accounts for that financial year by the general meeting. This advice remains the subject of some controversy.
The Companies Code contains relatively stringent requirements for the board of directors of an unlisted Belgian company limited by shares if one of the directors has a conflicting pecuniary interest.
How can the government’s attitude and approach to internet issues best be described?
On April 6 2010 the legislature approved the replacement for the Trade Practices Act, now named the Act on Market Practices and Consumer Protection. It has two main objectives.
What are the legal sources that set out the antitrust law applicable to vertical restraints? The main sources of law applicable to vertical restraints in Belgium are two Acts of 10 June 2006 on the protection of economic competition and on the establishment of a Competition Council, as coordinated by the Royal Decree of 15 September 2006 (‘the Competition Act’).
On 18 March 2010, the Senate approved the new Corporate Governance Act, which had already been approved by the Chamber of Deputies. The new Act will be published in the Belgian State Gazette soon.
Under the system of plant breeders rights, also known as plant variety rights, the breeder of a new variety can obtain an exclusive right to perform certain acts with respect to material  of his protected variety. This exclusive right comes in the form of a certificate which is granted by a body mandated to do so, provided that the variety meets the grant criteria laid down in the law. Upon grant of the certificate, and sometimes ever even before, only the breeder of the protected variety is entitled to (re)produce material from the variety, condition it for the purpose of propagation, offer it for sale, sell it or otherwise put it to market, export it, import it, or stock it for any of these purposes. Subject to a number of exceptions and unless authorization from the breeder is obtained, these acts are thus reserved for the breeder of the protected variety. They are referred to as the ‘reserved acts’.
In Belgium, contracting agreements are subject to the Belgian Civil Code (‘BCC’) plus several other regulations. In this article, we briefly discuss five rules which foreign investors or principals may be surprised apply to Belgian contracting agreements. Make sure you avoid these pitfalls!
The Acoset judgment of the ECJ dated 15 October 2009 (C-196/08) was related to a dispute about an institutionalised public-private partnership (IPPP). A local authority wanted to grant a concession to a newly-created semi-public company, whose minority shareholder would be a private company selected by an open tender procedure. The minority shareholder would be responsible for the operations of the semi-public company.
On 23 April 2009, the ECJ held that Belgium did not properly transpose Procurement Directive 2004/18 into national law (case C-292/07). In fact, Belgium already has new procurement Acts (dating from 15 and 16 June 2006) but they have not entered into force, because the new Royal Decrees implementing these Acts have not been adopted. Therefore, Belgium decided to modify the old Royal Decrees (from 1996). This article will analyse two topics: the negotiated procedure and the procedure for handling abnormally low offers.
On 30 October 2009, the implementing regulation of Regulation (EC) No. 883/2004, that will replace Regulation (EEC) No. 1408/71, was published in the Official Journal of the European Union.
On 29 June 2009, the Supreme Court issued an important judgment concerning holiday pay of employees whose remuneration is (partially) variable. The question was the following: does the single holiday pay on the variable remuneration of the employee and which is paid during the year X, have to be taken into account in the basis of calculation of the holiday pay of the year X + 1?
On March 12, 2009, the second edition of the Belgian Code on Corporate Governance was published (the “2009 Code”), superseding and replacing the first edition, that was issued in 2004. The 2009 Code applies to companies incorporated in Belgium whose shares are admitted to trading on a regulated market. Generally, the 2009 Code applies to the financial years beginning on or after January 1 2009; the provisions regarding executive remuneration apply to contractual arrangements entered into after July 1 2009.
The Court of First Instance of the European Communities (CFI) dismisses Lego’s appeal to the OHIM Grand Board of Appeal’s cancellation of its trade mark registration of a three-dimensional sign consisting of Lego’s basic toy brick. The CFI maintains that the trade mark should be cancelled because the shape for which protection was sought is necessary to obtain a technical result. Furthermore, the court does not accept that acquired distinctiveness can overcome this ground for refusal.
In recent years parallel trade in the pharmaceutical sector has been a hot topic. On September 16 2008 the European Court of Justice published its eagerly anticipated judgment on the refusal to supply by dominant pharmaceutical companies in the Syfait II Case. Recently, the Belgian competition authorities have also addressed this subject when dismissing an appeal by Bofar, an exporter of pharmaceutical products.
how a lingerie coupon led to a fundamental change of the Belgian Commercial Practices rules.
April 8 2009 - The Act of 31 January 2009 on the Continuity of Enterprises entered into force on 1 April 2009 (the “Act”). The disappointing results of the Act of 17 July 1997 on Judicial Composition Proceedings (‘gerechtelijk akkoord’ / ‘concordat judiciaire’) led the Belgian legislature to reform the framework of measures available to undertakings encountering (financial) difficulties (of the type where Chapter 11 is used in the USA).
April 16 2009 - In two recently published decisions, the College of Prosecutors (‘Auditorat’) ruled on requests for interim measures from Belgian Posters and Clear Channel against the granting by the Brussels-Capital Region of a public tender contract to JC Decaux (‘JCD’).
In the context of the ongoing globalization of the world’s financial markets and the current financial crisis, the relevance of Islamic financial markets and Islamic funds has continuously grown over the past years. Today, an increasing number of transactions and finance products are structured in compliance with the principles of the Sharia. Recent surveys show annual growth rates of 15 to 20 percent for the past five years. This is also reflected by the number of more than 300 Islamic financial institutions existing all over the world and the well over 250 mutual funds whose investment strategy complies with Islamic principles.
Carmen Verdonck and Stefanie Vyncke wrote the chapter on Belgian Law in the 2009 edition of 'Getting The Deal Through: Vertical Agreements'. This updated edition examines the regulation of distribution practices in jurisdictions worldwide.
The importance of Brussels as the location of the headquarters of many international organizations, including most notably the EU and NATO, has meant that many charitable and nonprofit organizations have set-up here. The activities carried out include political and other lobbying, grant and subsidy applications and aid and contract work.
Parliament has adopted a new Act, the “Business Continuity Act” to replace the existing act on “General Arrangements” (Gerechtelijk Akkoord/Concordat Judiciaire). General Arrangements used to be the Belgian equivalent of Chapter 11 in the U.S., and similar concepts in most other jurisdictions, aiming at the temporary protection of companies from their creditors to allow them to restructure and obtain a new lease of life. General Arrangements, introduced in 1946 and modernised in 1997 have never been a big hit. In 2006 91 have been registered compared to 7692 bankruptcies. They are often considered as the waiting room for straightforward bankruptcy.
The Belgian Royal Decree of October 8, 2008 has introduced several changes to the Companies Act that will make it easier for shareholders to make contributions in kind or sell assets to their companies or for companies to acquire and hold their own shares or to provide financial assistance to purchasers of their shares. The changes relate to the most common types of company: NV/SA, BVBA/SPRL and CVBA/SCRL. They are the implementation in Belgian law of EU Directive 2006/86/EC amending the Second Company Law Directive and they became effective as of January, 1, 2009.
FAQ ON THE BELGIAN LAW OF 27 JULY 1961 ON THE UNILATERAL TERMINATION OF EXCLUSIVE DISTRIBUTION AGREEMENTS OF INDEFINITE DURATION.
Belgium is one of the very few countries in the world with a specific legal regime for the termination of certain distribution agreements, in addition to a law on agency contracts. In other countries, the Belgian Law of 27 July 1961 on the unilateral termination of exclusive distribution agreements of indefinite duration (“the Law”), which is – in contrast to legislation on agency contracts – not harmonised at a European level, often gives rise to surprise, disbelief and specific questions. Below I have listed the most frequently-asked questions with my general, summarised answers.
A recent decision by the Commercial Court of Hasselt tackled the issue of choice of jurisdiction clauses contained in the sales conditions of invoices in an international sale of moveable goods within the territory of the European Union
Foreign companies wishing to establish a presence in Belgium have the choice between setting up a local subsidiary or a branch office. Where it is desirable to ring fence the assets and liabilities involved in the business in Belgium a local company will be the preferred option but where this is not the case setting-up a branch may be the right choice.
In Belgium companies and other entities are obliged to withhold at source and pay over to the Tax Administration income taxes on the salaries paid to their employees. With effect from 28 July 2006 new rules have been introduced which provide, in certain circumstances, for a personal liability of the directors of the company in the event that that the company fails to satisfy this obligation. The first line liability lies with the director or manager in charge of the day to day operations of the company but other directors may also be liable if they can be shown to have been negligent or co-negligent.