BELGIUM Law and Practice Contributed by: Thomas Lenné, Mathias Hendrickx, Valentijn de Boe and Bram Devlies, Loyens & Loeff
9.4 Independent Outside Advice To enable the board to make informed decisions on business combinations, it is common for the board to obtain advice from financial, legal and other experts during M&A transactions (see also 9.2 Special or Ad Hoc Committees , in the case of related party trans- actions). As a rule, fairness opinions are not legally required, although in public takeover offers, the target board will typically obtain advice from independent experts to support their recommendation of the offer and to properly demonstrate that the recommendation is in the company’s interest and that the board has acted in accordance with its fiduciary duties. As an exception to this rule, the bidder must engage an independent financial expert to obtain a fairness opinion, which must be included in the prospectus, in the event of a voluntary takeover bid by a controlling shareholder.
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