The Belgian mobility law of 25 May 2023 (available in Dutch and French) implementing the EU mobility directive (Directive (EU) 2019/2121 of 27 November 2019) relating to cross-border conversions, mergers, and demergers of companies entered into force as from 16 June 2023. Corporate restructurings with draft terms filed with the enterprise court on or after that date are subject to the new law; ongoing restructuring procedures are unaffected.
The new law introduces substantial changes to the landscape for both domestic and cross-border restructurings involving Belgian companies but primarily affects cross-border restructurings which, in accordance with the terms of the EU mobility directive, are often regulated more rigorously to increase the protection for all parties involved (including minority shareholders, creditors, and employees). Nonetheless, certain changes to domestic restructuring proceedings are also of note, such as the introduction of a simplified procedure for mergers between companies in which all shares are directly or indirectly held by one person, or by multiple shareholders in the same proportions. Such “sister” companies are allowed to merge without issuing new shares and are therefore exempt from some otherwise important formalities.
The three most important highlights of the new law concern the introduction of the following:
Considering the above, it is inevitable that the new law will have a profound impact on the tax, legal, and financial aspects of cross-border restructurings. New legislative tax initiatives are expected shortly to align the tax law with these changes. In this respect Deloitte Legal is proud that one of its colleagues, Kristof Maresceau (Director, Corporate M&A Deloitte Legal), was involved in the drafting of the new law, as one of two experts appointed by the Belgian government, further showcasing the knowledge and experience of our Deloitte teams in this type of complex restructuring.
Kristof is a lawyer mainly specialising in (cross-border) corporate law. He advises both individual persons as well as companies on various aspects of corporate and commercial law. He mainly focuses on advising clients with regard to national and international corporate transactions, such as mid market acquisitions and divestitures (M&A), the setting up of joint ventures, advice on corporate governance and general corporate law issues. In addition to his work as a lawyer, Kristof is also a professor corporate law at the University of Ghent. He regularly publishes articles on (Belgian and European) corporate and insolvency law for which he has been awarded with the triennial international Pierre Coppens prize for law (2014-2017) and the TPR-prize (Tijdschrift voor Privaatrecht) (2015). Kristof Maresceau acted as an expert appointed by the Belgian Minister of Justice and was actively involved in the drafting of the new Belgian Companies Code.