{"id":429,"date":"2024-12-30T11:05:51","date_gmt":"2024-12-30T10:05:51","guid":{"rendered":"https:\/\/mergersandacquisitions.be\/homepage\/"},"modified":"2026-09-23T15:27:31","modified_gmt":"2026-09-23T14:27:31","slug":"homepage","status":"publish","type":"page","link":"https:\/\/mergersandacquisitions.be\/en\/","title":{"rendered":"Homepage"},"content":{"rendered":"\t\t
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Recent Contributions<\/h5>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tWhy a seller of shares should in principle pay compensation under representations and warranties directly to the buyer and not to the company\t\t\t<\/a>\n\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/article>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tBridging the valuation gap: structuring earn-outs effectively in the acquisition agreement\t\t\t<\/a>\n\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/article>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tIrregular share repurchase: no obligation for the shareholder to refund the purchase price received?\t\t\t<\/a>\n\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/article>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tCan a confidentiality obligation without a time limit be terminated at any time?\t\t\t<\/a>\n\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/article>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tThe compensation for statutory withdrawal and exclusion remedies in the Belgian BV: one of the biggest anomalies in company law\t\t\t<\/a>\n\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/article>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tWritten decision-making by the general meeting – a useful yet often misunderstood tool\t\t\t<\/a>\n\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/article>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tThe extent of the obligation of a seller of non-fully paid up shares to pay up in full\t\t\t<\/a>\n\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/article>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tFDI Regulations – mandatory notification and screening of non-EU investments in Belgium – broader scope than you think!\t\t\t<\/a>\n\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/article>\n\t\t\t\t<\/div>\n\t\t\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
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\n\t\t\t\n\t\t\t\tWhy a seller of shares should in principle pay compensation under representations and warranties directly to the buyer and not to the company\t\t\t<\/a>\n\t\t<\/h3>\n\t\t\t\t
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A share transfer is typically preceded by extensive negotiations regarding the representations and warranties that the seller must provide concerning the transferred shares and the (legal, financial, tax, operational, and other) condition of the company involved, as well as the associated indemnification mechanisms. These discussions address not only the matters for which the seller is liable, but also the limitations applicable to the seller\u2019s liability under the representations and warranties. In practice, parties \u2013 rightly \u2013 tend to focus on financial liability limitations, such as a maximum amount (the so-called\u00a0cap), minimum thresholds that must be exceeded before a claim can be made against the seller (such as a\u00a0de minimis\u00a0or\u00a0basket), and the time limits within which the buyer must bring a claim against the seller. Another important point, which in practice \u2013 wrongly \u2013 receives much less attention, concerns the identity of the compensation beneficiary. Traditionally, most SPA\u2019s include a provision allowing the buyer of the shares to choose whether the<\/p>\n\t\t<\/div>\n\t\t\n\t\t\n\t\t\tRead more\t\t<\/a>\n\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t\t\n\t\t\t2 June 2026\t\t<\/span>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/article>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tBridging the valuation gap: structuring earn-outs effectively in the acquisition agreement\t\t\t<\/a>\n\t\t<\/h3>\n\t\t\t\t
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In M&A transactions, the determination of the purchase price is often the most significant, and at the same time the most difficult and sensitive, aspect of the negotiations. Where buyer and seller hold divergent views as to the target business\u2019s future performance, an earn-out may serve as an effective mechanism to enable or facilitate the transaction. By making part of the consideration contingent on future performance, the parties create a pricing mechanism under which the final purchase price is determined only once that performance has, or has not, materialised in practice. An earn-out is particularly well-suited to a number of clearly identifiable situations. This is, first and foremost, the case where there is a material valuation gap between the parties: the seller may be confident that the business will deliver future growth, whereas the buyer will often be reluctant to pay upfront for performance that has yet to be achieved and may never in fact be realised. An earn-out may<\/p>\n\t\t<\/div>\n\t\t\n\t\t\n\t\t\tRead more\t\t<\/a>\n\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t\t\n\t\t\t19 May 2026\t\t<\/span>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/article>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tIrregular share repurchase: no obligation for the shareholder to refund the purchase price received?\t\t\t<\/a>\n\t\t<\/h3>\n\t\t\t\t
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On 27 March 2025, the Court of Appeal in Antwerp delivered a judgment on the consequences of non-compliance with the statutory conditions governing the repurchase of a company\u2019s own shares.[1] Case law in this area is scarce, primarily because the parties involved in such transactions generally do not suffer any direct disadvantage as a result of the failure to comply with these legal requirements. However, the consequences for creditors may be significant. When KT Company was declared bankrupt, it emerged that the company had paid an amount of 17.500 euros to a shareholder in connection with a repurchase of its own shares. The receivers took the view that this transaction had been carried out in breach of both the articles of association and the mandatory provisions of the Belgian Companies and Associations Code (CAC), and therefore sought repayment of the amount. The court held that the mandatory rules governing the repurchase of own shares had indeed not been complied with.<\/p>\n\t\t<\/div>\n\t\t\n\t\t\n\t\t\tRead more\t\t<\/a>\n\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t\t\n\t\t\t24 February 2026\t\t<\/span>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/article>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tCan a confidentiality obligation without a time limit be terminated at any time?\t\t\t<\/a>\n\t\t<\/h3>\n\t\t\t\t
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confidentiality obligation without a time limit be terminated at any time? In M&A practice, confidentiality obligations are an essential part of the acquisition process. It seems self-evident that sensitive or confidential information should be protected by means of a confidentiality agreement. Before sharing information, parties want assurances that this information will be shielded against improper use and will not be disclosed to persons not involved in the transaction. A duration is not always stipulated for this obligation. Sometimes this is even done deliberately: the information should remain confidential at all times. According to Article 5.75 of the Civil Code, an agreement without a time limit is in principle considered an agreement of indefinite duration, which can in principle always be terminated subject to a reasonable notice period. From this logic, a confidentiality obligation without an explicit time provision could therefore be unilaterally terminated, allowing confidential information to be disclosed to third parties after all. To avoid such uncertainty, contracting parties<\/p>\n\t\t<\/div>\n\t\t\n\t\t\n\t\t\tRead more\t\t<\/a>\n\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t\t\n\t\t\t7 October 2025\t\t<\/span>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/article>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tThe compensation for statutory withdrawal and exclusion remedies in the Belgian BV: one of the biggest anomalies in company law\t\t\t<\/a>\n\t\t<\/h3>\n\t\t\t\t
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The subsidiary rule for the valuation of the compensation in the event of a statutory withdrawal or exclusion of a shareholder in a BV or CV is that a shareholder receives his actual paid-in and non-refunded contribution unless it exceeds the net asset value of the shares as shown in the last approved annual accounts. In the latter case, the budget is based on the net asset value. (Sections 5:154-5:165 and 6:120-6:123 CC) This subsidiary valuation method is stricter than under the previous Companies Code, where the withdrawing or excluded shareholder was entitled to the net asset value of his shares. Moreover, both a valuation at net asset value and at historical contribution value are static valuation methods: they do not account the goodwill. This legal premise therefore leads to an absurdly compensation. Why is this a problem and how can it be addressed? 1. The rationale behind the low compensation This anomaly can only be explained by looking at<\/p>\n\t\t<\/div>\n\t\t\n\t\t\n\t\t\tRead more\t\t<\/a>\n\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t\t\n\t\t\t6 February 2025\t\t<\/span>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/article>\n\t\t\t\t
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\n\t\t\t\n\t\t\t\tWritten decision-making by the general meeting – a useful yet often misunderstood tool\t\t\t<\/a>\n\t\t<\/h3>\n\t\t\t\t
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We previously wrote in this blog about legal alternatives to the physical presence of shareholders at a general meeting (see “Out of sight, but not out of mind: alternatives to physical attendance at general meetings”). A tool commonly used, and often advised by us, is the technique of the general meeting in writing (\u201c\u00e9\u00e9nparige schriftelijke besluitvorming\u201d). In practice, however, we find that there are still often misconceptions about what written decision-making is and is not, and will go into this in more detail in this blog post. The general meeting of a company or a non-profit organization (\u201cvzw\u201d) has a number of powers in which it must make decisions, for example approving the annual accounts or appointing and dismissing directors. A general meeting can reach a valid decision through two procedures, which are independent of each other: The traditional way, namely a physical meeting of shareholders at which, after deliberation, the decision is taken; or The general meeting in writing.<\/p>\n\t\t<\/div>\n\t\t\n\t\t\n\t\t\tRead more\t\t<\/a>\n\n\t\t\t\t<\/div>\n\t\t\t\t

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