All Insights

The Shareholders Rights Directive (SRD II): what you should know and what you can do

Mon, 10 May 2021 12:31:18 +0100

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On 28 April 2020, the Belgian Parliament proclaimed an act transposing Directive (EU) 2017/828 - also known as the second Shareholders Rights Directive ("SRD II") - as regards the encouragement of long-term shareholder engagement (the "Law of 28 April 2020").* If not done so already, listed companies should be proactive and prepare the necessary remuneration related documents in preparation for their upcoming general shareholders' meetings.

Updated May 2021

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The SRD II and Remuneration Policy

Mon, 10 May 2021 08:51:23 +0100

The new remuneration policy requirements: what you should know and what you can do
Updated May 2021

The SRD II and Remuneration Report

Mon, 10 May 2021 07:28:06 +0100

The new remuneration report requirements: what you should know and what you can do

The SRD II and technical amendments to the Belgian Code on Companies and Associations

Tue, 12 May 2020 08:54:54 +0100

Nearly one year after the Belgian Code on Companies and Associations (BCCA) entered into force on 1 May 2019, the Belgian legislators used the implementation of the SRD II as an opportunity to fix some inaccuracies and oversights observed during the first year of the BCCA.

The SRD II addresses conflicts of interests and related party transactions

Tue, 12 May 2020 08:50:44 +0100

To avoid the risk that the board of directors (or, in some cases, the shareholders' meeting) will make a material decision about or enter into a material transaction with a related party that is only in the interest of one or more controlling shareholders, ignoring the interest of the company itself and its minority shareholders, Article 7:97 BCCA imposes a conflict of interest procedure.

BCCA Toolkit

Mon, 01 Apr 2019 10:24:20 +0100

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Reforms to the director liability regime under the new Belgian Code on Company and Associations

Fri, 07 Dec 2018 10:17:26 +0000

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The new Code on Companies and Associations ("BCCA") is here. The Code on Companies and Associations entered into force on 1 May 2019 and has major implications for businesses. In this article, we will focus on how the BCCA impacts the liabilities of director.

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Restructurings under the new Belgian Code on Companies and Associations

Fri, 07 Dec 2018 10:03:45 +0000

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The new Belgian Code of Companies and Associations (the "BCCA") aligns the Belgian restructuring procedures with European practice. It goes even one step further by increasing the flexibility in various procedures in comparison to other jurisdictions.

So, what are the main changes?

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Listed Companies

Fri, 07 Dec 2018 10:01:10 +0000

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The new Code on Companies and Associations ("BCCA") is here. Having entered into force on 1 May 2019, it has major implications for Belgian listed companies. In this article, we will focus on how the BCCA impacts (i) the process for raising new funds, (ii) the possible governance models, (iii) the possibility for introducing double voting rights for “loyal” shareholders and (iv) the purchase of own shares.

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Distribution of capital under the new Belgian Code on Companies and Associations

Fri, 07 Dec 2018 09:48:11 +0000

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The new BCCA reforms the rules on capital reductions and distributions of profit to shareholders. In this article, we discuss those changes in relation to both the limited liability companies (naamloze vennootschap/société anonyme) (NV/SA) and the private limited liability companies (besloten vennootschap met beperkte aansprakelijkheid/société privée à responsabilité limitée, renamed besloten vennootschap/société à responsabilité limitée under the BCCA) (BV/SRL).

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Start/Scale-Ups

Fri, 07 Dec 2018 09:47:38 +0000

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Tax changes within the scope of the New Belgian Code on Companies and Associations

Fri, 07 Dec 2018 09:46:00 +0000