BELGIUM Law and Practice Contributed by: Thomas Lenné, Mathias Hendrickx, Valentijn de Boe and Bram Devlies, Loyens & Loeff
6.2 Key Developments in Renewable Energy and Cutting Emissions Belgium has adapted its energy policies to a maturing renewables market, where many projects no longer require subsidies. While climate goals remain aligned with EU targets (55% emissions reduction by 2030, and climate neutrality by 2050), recent energy cri- ses have shifted focus toward energy security and industrial competitiveness. This pragmatic approach includes reviving nuclear energy, phasing out fossil fuel subsidies, and using fiscal tools to promote low- carbon solutions like heat pumps and renovations. Notable regional developments include the following. • Flanders – adopted a legal framework for CO₂ pipeline transport and leads in sustainable heating regulation. • Wallonia – aims to lead in carbon capture, utilisa- tion, and storage technologies, for which it already laid down the regulatory framework. • Brussels – focuses on EV charging infrastructure and binding energy performance targets via the Energy Performance of Buildings system, with strong – but not mandatory – support for renew- able heating. Notable governmental incentive schemes to promote investments in renewable energy include the follow- ing. • Federal – offshore wind in the Princess Elisabeth Zone is supported via two-sided CfDs, ensuring price stability for developers and consumers. • Flanders – maintains a Green Certificate (GSC) system, although this system is being gradually phased out, in favour of tenders for new projects. Additional subsidies support green heat and biom- ethane. • Brussels – operates its own GSC regime and offers subsidies for ecological investments and energy communities. • Wallonia – continues with green energy certificates at EUR65 per certificate, but is reforming toward more targeted support. Additionally, the “GREEN aid” scheme for environmental protection and energy use has recently been reformed, introducing new eligibility conditions, revised financing levels,
potential impact on employment, organisation, work- ing conditions, and related measures. While the works council’s advice is not binding on the board, failure to properly inform and consult may lead to delays, reputational issues, social dialogue harm and, in some cases, criminal sanctions. The opinion rendered is recorded in the council’s minutes and is disclosed to the company’s decision-making bodies before final decisions are taken, but the board ultimately retains discretion to proceed. In addition, acquirers must also be mindful that Bel- gian TUPE-style (Transfer of Undertakings (Protection of Employment)) rules apply in the case of business transfers, meaning employees automatically transfer to the acquirer with their existing rights and obliga- tions. This automatic transfer covers both individ- ual and collective rights, and applies regardless of whether the parties contractually agree otherwise. For acquirers, this means employee-related liabilities and ongoing obligations must be carefully assessed during due diligence, and reflected in the transaction documents. Transitional measures such as harmoni- sation of working conditions are only possible within the limits set by law and require careful planning to avoid litigation or labour unrest. Particular attention should also be paid to pension and insured benefit schemes, which may entail significant hidden liabili- ties and are subject to a different and specific transfer regime under TUPE. 5.7 Currency Control/Central Bank Approval There is neither a currency control regulation nor requirement for approval by the Belgian National Bank for M&A transactions in Belgium. 6. Recent Legal Developments 6.1 Significant Court Decisions or Legal Developments The introduction of a mandatory FDI screening mech- anism in 2023 has significantly impacted the E&I M&A practice in Belgium. M&A deals in specifically identified sectors where a foreign (non-EU) investor acquires ownership rights above a certain threshold in a Belgian entity must now be notified to and undergo the scrutiny of the Belgian authorities.
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