Definitive global law guides offering comparative analysis from top-ranked lawyers
CHAMBERS GLOBAL PRACTICE GUIDES
Energy & Infrastructure M&A 2025
Definitive global law guides offering comparative analysis from top-ranked lawyers
Contributing Editor Nicolas Wehrli Loyens & Loeff
Global Practice Guides
Energy & Infrastructure M&A
Contributing Editor Nicolas Wehrli Loyens & Loeff
2025
Chambers Global Practice Guides For more than 20 years, Chambers Global Guides have ranked lawyers and law firms across the world. Chambers now offer clients a new series of Global Practice Guides, which contain practical guidance on doing legal business in key jurisdictions. We use our knowledge of the world’s best lawyers to select leading law firms in each jurisdiction to write the ‘Law & Practice’ sections. In addition, the ‘Trends & Developments’ sections analyse trends and developments in local legal markets. Disclaimer: The information in this guide is provided for general reference only, not as specific legal advice. Views expressed by the authors are not necessarily the views of the law firms in which they practise. For specific legal advice, a lawyer should be consulted. Content Management Director Claire Oxborrow Content Manager Jonathan Mendelowitz Senior Content Reviewers Sally McGonigal, Ethne Withers, Deborah Sinclair and Stephen Dinkeldein Content Reviewers Vivienne Button, Lawrence Garrett, Sean Marshall, Marianne Page, Heather Palomino and Adrian Ciechacki Content Coordination Manager Nancy Laidler Senior Content Coordinators Carla Cagnina and Delicia Tasinda Content Coordinator Joanna Chivers Head of Production Jasper John Production Coordinator Genevieve Sibayan
Published by Chambers and Partners 165 Fleet Street London EC4A 2AE Tel +44 20 7606 8844 Fax +44 20 7831 5662 Web www.chambers.com
Copyright © 2025 Chambers and Partners
Contents
INTRODUCTION Contributed by Nicolas Wehrli, Loyens & Loeff p.5
INDIA Law and Practice p.187 Contributed by AZB & Partners Trends and Developments p.206 Contributed by AZB & Partners
BELGIUM Law and Practice p.9 Contributed by Loyens & Loeff
ISRAEL Law and Practice p.214
BRAZIL Law and Practice p.27 Contributed by André Menescal Advogados
Contributed by S. Horowitz & Co. Trends and Developments p.235 Contributed by S. Horowitz & Co.
Trends and Developments p.47 Contributed by Machado Meyer CANADA Trends and Developments p.53 Contributed by MLT Aikins
JAPAN Law and Practice p.239 Contributed by Mori Hamada & Matsumoto
LUXEMBOURG Law and Practice p.255 Contributed by Loyens & Loeff MEXICO Trends and Developments p.269 Contributed by Galicia Abogados NETHERLANDS Law and Practice p.278 Contributed by Loyens & Loeff Contributed by DealHQ Partners Trends and Developments p.314 Contributed by DealHQ Partners NORWAY Law and Practice p.322 Contributed by Simonsen Vogt Wiig NIGERIA Law and Practice p.296
CHILE Law and Practice p.59 Contributed by CMS Carey & Allende CHINA Trends and Developments p.73 Contributed by Beijing Dacheng Law Offices DENMARK Law and Practice p.80 Contributed by Accura Advokatpartnerselskab Trends and Developments p.98 Contributed by Accura Advokatpartnerselskab EGYPT Law and Practice p.106 Contributed by Matouk Bassiouny & Hennawy
FINLAND Law and Practice p.125 Contributed by Waselius
ROMANIA Law and Practice p.341 Contributed by Stratulat Albulescu Attorneys at Law SINGAPORE Trends and Developments p.355 Contributed by Duane Morris & Selvam LLP
GERMANY Law and Practice p.139 Contributed by Freshfields Trends and Developments p.159 Contributed by Freshfields GREECE Law and Practice p.167 Contributed by AP Legal Trends and Developments p.179 Contributed by AP Legal
SWEDEN Trends and Developments p.362 Contributed by Hellström Law Firm
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SWITZERLAND Law and Practice p.368 Contributed by Loyens & Loeff Trends and Developments p.388 Contributed by Loyens & Loeff
UGANDA Law and Practice p.394 Contributed by Onyango & Company Advocates UK Law and Practice p.410 Contributed by Gibson, Dunn & Crutcher LLP
USA Law and Practice p.428 Contributed by Linklaters LLP Trends and Developments p.449 Contributed by Linklaters LLP
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INTRODUCTION Contributed by: Nicolas Wehrli, Loyens & Loeff Loyens & Loeff is a leading independent, full-service law and tax firm in Europe that is well equipped for the most complex challenges and situations. With over 1,500 employees, including more than 800 tax and legal advisers, the firm delivers pragmatic excel- lence that propels its clients toward their ambitions. It operates from offices in the Netherlands, Belgium, Luxembourg, Switzerland, and key financial centres globally, structured for cross-border collaboration
and efficiency. The energy and infrastructure team is fully dedicated to the sector. Loyens & Loeff is known for solution-oriented advice and deep sector knowledge that goes beyond legal and tax expertise. Entrepreneurial and independent, it delivers tailored, high-quality legal and tax advice through a multidisci- plinary team combining corporate, regulatory, project finance, real estate, and tax capabilities.
Contributing Editor
Nicolas Wehrli is a partner at Loyens & Loeff Switzerland. He advises private equity and infrastructure funds as well as corporate clients on domestic and cross-border transactions, including leverage
buyouts, acquisitions and divestitures, equity growth investments, joint ventures, and co-investments, as well as related advisory work. He has broad experience in counselling clients across a wide range of European jurisdictions, with a focus on the energy and infrastructure sectors.
Loyens & Loeff Alfred-Escher-Strasse 50
8002 Zurich Switzerland Tel: +41 43 434 67 00 Email: nicolas.wehrli@loyensloeff.com Web: www.loyensloeff.com
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INTRODUCTION Contributed by: Nicolas Wehrli, Loyens & Loeff
Despite entering 2025 with considerable optimism, the year has presented notable challenges for energy and infrastructure M&A. While the broader global M&A market has shown mixed signals, with some regions and sectors experiencing a rebound in deal value, but overall deal volume remaining subdued, the energy and infrastructure sectors have faced headwinds. Regulatory uncertainty, inflationary pressures, and ongoing supply chain disruptions have weighed on transaction activity, resulting in deal volume and value that have not fully met initial expectations. Nevertheless, there are several reasons to be opti- mistic about the outlook for energy and infrastruc- ture M&A in the coming year. The continued drive for decarbonisation, the imperative of energy security, and the rapid pace of digital transformation are all expected to support renewed deal activity. Portfo- lio realignment, the availability of capital, advances in technology, and the emergence of innovative deal structures are likely to underpin M&A, even as market participants navigate a complex macroeconomic and regulatory environment. As companies and investors adapt to evolving policy frameworks and rising ESG expectations, the sector is well positioned to capital- ise on emerging opportunities and play a pivotal role in shaping the future of global energy and infrastructure. Global Trends in Energy and Infrastructure M&A The global energy and infrastructure sectors are expe- riencing profound transformation, driven by techno- logical innovation, the acceleration of the energy transition, regulatory changes, and shifting investor priorities. M&A remains central to this evolution as companies optimise portfolios, scale up renewable investments, and respond to new challenges. Energy transition and renewables The global push toward decarbonisation and net-zero targets continues to be the primary catalyst for M&A. Governments and corporates are investing heavily in renewables, ie, wind, solar, hydrogen, and energy stor- age. In 2024, renewable energy M&A activity reached new highs, with deal value and volume up 12% to approximately USD3.4 trillion globally, and energy transition M&A accounting for USD497 billion (about 13.4% of global M&A activity). Major oil and gas com- panies are further diversifying into renewables, while
utilities expand their clean energy portfolios to meet regulatory and investor expectations. Notably, AI-driv- en electricity demand (especially from data centres) is accelerating investment in renewables, storage, and grid upgrades, making digitalisation a key trend. Energy storage and grid modernisation The integration of intermittent renewables has inten- sified demand for advanced energy storage and grid modernisation. M&A in battery storage, smart grids, and digital infrastructure surged in 2024, as compa- nies sought technologies to enhance grid stability and support electrification. The rise of AI-driven electricity demand, particularly from data centres, is accelerating investment in these areas. Grid digitalisation, includ- ing smart meters, demand response, and AI-based grid management, is now a top priority for utilities and investors. Oil and gas consolidation Despite the energy transition, consolidation in oil and gas persists, driven by high commodity prices, geo- political uncertainty, and the need for scale. Com- panies are focusing on natural gas, carbon capture, and low-carbon alternatives, with several landmark deals announced in 2024. US oil and LNG production is forecast to rise through 2026, even as renewables gain market share. Oil and gas companies are also investing in adjacent sectors such as hydrogen, bio- fuels, and carbon capture, reflecting a broader energy transition strategy. Private equity and infrastructure Private equity continues to play a vital role in infra- structure, with strong interest in digital infrastructure, energy transition assets, and sustainable transport. Institutional investors are increasing allocations to infrastructure, seeking inflation-hedged, long-term returns. Significant “dry powder” remains available for deployment, supporting robust deal activity. Private equity funds are particularly active in digital infrastruc- ture and are forming partnerships with strategic inves- tors to access large-scale opportunities. Digital infrastructure Digital infrastructure has emerged as a major M&A hotspot, driven by the explosive growth of data, cloud computing, and AI. Investments in data centres, fibre
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INTRODUCTION Contributed by: Nicolas Wehrli, Loyens & Loeff
Supply chain and inflation pressures Persistent supply chain disruptions and inflationary pressures continue to impact project costs and deal valuations. Higher interest rates have moderated deal sizes and increased selectivity, but recent rate cuts are supporting renewed activity. Companies are adapting by seeking resilient supply chains, localising procure- ment, and exploring strategic partnerships with sup- pliers. Construction delays, rising material costs, and labour shortages remain significant hurdles for both acquir- ers and targets. In response, dealmakers are increas- ingly using innovative financing structures, such as earn-outs or contingent payments, to bridge valuation gaps and manage risk. Sustainability and ESG considerations ESG considerations remain central to M&A strategy. Investors prioritise assets with strong ESG creden- tials, and regulatory scrutiny of sustainability claims increased in the last year. ESG due diligence now rou- tinely covers not only environmental but also social and governance risks, with buyers seeking greater transparency and accountability. Concerns about “greenwashing” are prompting more rigorous verifi- cation and disclosure requirements. Some investors are recalibrating ambitions, with a renewed focus on core infrastructure and profitability. The increasing importance of social and governance factors is also shaping deal criteria and post-transaction integration. The challenge of balancing ESG goals with financial returns is growing, especially as regulatory require- ments for disclosure and reporting become more stringent. Outlook for 2026 As we look ahead to 2026, the global energy and infrastructure M&A landscape is expected to remain dynamic and resilient. Electrification, energy security, and digital infrastructure will continue to drive strate- gic M&A, while regional policy divergence and ongo- ing geopolitical tensions will create both challenges and opportunities. Investment in renewables, storage, and grid moderni- sation will remain strong, supported by AI-driven elec-
networks, and edge computing are accelerating, with both strategic and financial investors seeking to capi- talise on the digital transformation of economies. Regional highlights Regional dynamics continue to shape the energy and infrastructure M&A landscape in distinct ways. In the United States, recent policy shifts are expected to favour traditional energy sources; however, bipar- tisan support for renewables, particularly solar and storage, remains strong, ensuring continued invest- ment in clean energy. Across Europe, the focus is on energy security, the expansion of renewables, and grid upgrades. Nevertheless, high costs and regulatory complexity may temper the pace and volume of deal activity in the region. Meanwhile, Asia and emerging markets are experiencing robust growth in renewa- bles, critical minerals, and infrastructure, with China, India, and Latin America standing out as key areas of expansion. These regions are also seeing an increase in cross-border transactions and public–private part- nerships, further accelerating infrastructure develop- ment and investment opportunities. These regional dynamics are reflected in both the volume and nature of M&A transactions across markets. Key Challenges Facing Energy and Infrastructure M&A Regulatory and policy uncertainty Policy shifts, such as updates to the EU Green Deal, the US Inflation Reduction Act, and new Asian reg- ulations, continue to create both opportunities and risks for dealmakers. Geopolitical tensions, resource nationalism, and protectionist measures add further complexity to cross-border transactions. For exam- ple, recent tightening of foreign direct investment (FDI) screening in Europe and expanded Committee on Foreign Investment in the US (CFIUS) reviews have led to longer deal timelines and, in some cases, deal abandonment. Diverging regional policies and increased scrutiny of foreign investments, especially in critical infrastruc- ture, require careful navigation and robust due dili- gence.
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INTRODUCTION Contributed by: Nicolas Wehrli, Loyens & Loeff
tricity demand and net-zero commitments. Hydrogen and critical minerals (such as lithium and copper) are emerging as new frontiers for M&A, with growing inter- est from both strategic and financial investors. At the same time, consolidation in oil and gas will persist as companies seek scale and capital discipline, and US oil and LNG production is forecast to rise through 2026. Strategic investments in carbon capture, hydro- gen, and biofuels are also expected to increase. Private equity and institutional investors will continue to deploy significant capital, especially in digital and core infrastructure, as fundraising rebounds and “dry powder” remains high. Partnerships between private equity and strategic investors are likely to become more common, particularly in large-scale digital infra- structure projects such as data centres and fibre net- works. Looking ahead, several developments are expected to shape the market in 2026. The acceleration of AI- driven energy demand, especially from data centres, will have a significant impact on grid investment and modernisation priorities. Growth in hydrogen and bat- tery storage M&A is expected to intensify, as these technologies become increasingly central to the ener- gy transition. At the same time, scrutiny of cross-bor- der deals and foreign investment is likely to increase, reflecting heightened geopolitical sensitivities and resource nationalism. The evolution of ESG stand- ards and reporting requirements will continue, raising the bar for transparency and accountability across the sector. Finally, as digital infrastructure becomes a core asset class, the boundaries between energy, infrastructure, and technology will blur even further, creating new opportunities for innovation and growth.
Overall, the sector’s long-term fundamentals are robust. Proactive portfolio realignment, strategic partnerships, and innovation will be key to capturing opportunities through 2026 and beyond. Staying agile and informed will be essential for success. Conclusion While the global energy and infrastructure M&A land- scape presents significant opportunities, companies and investors must navigate a complex array of chal- lenges. By focusing on sustainability, innovation, and strategic partnerships, market players will be well positioned to capitalise on the emerging trends shap- ing the energy and infrastructure sectors through 2026 and beyond. Looking ahead, success will depend on the ability to adapt quickly to shifting regulatory environments, manage supply chain and inflationary pressures, and integrate ESG considerations into every stage of the deal process. Those who proactively realign their port- folios – divesting carbon-intensive assets, investing in renewables, digital infrastructure, and storage, and leveraging new technologies – will be best placed to unlock value and drive long-term growth. Ultimately, the winners in this evolving market will combine strategic vision with operational discipline, balancing risk and opportunity as they help shape the future of global energy and infrastructure. By embrac- ing these priorities, market participants can help shape the future of the sector, unlock new sources of value, and balance risk and opportunity in an evolv- ing market.
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BELGIUM
Netherlands
Brussels Belgium
Germany
Law and Practice Contributed by: Thomas Lenné, Mathias Hendrickx, Valentijn de Boe and Bram Devlies Loyens & Loeff
Luxembourg
France
Contents 1. Market Trends p.12 1.1 Energy and Infrastructure M&A Market p.12 1.2 Energy and Infrastructure Trends p.12 1.3 Access to the Energy and Infrastructure M&A Market p.12 1.4 Energy and Infrastructure Projects p.13 2. Establishing and Exiting Early-Stage Companies in the Energy and Infrastructure Industry p.13 2.1 Establishing and Financing a New Company p.13 2.2 Liquidity Events p.14 3. Spin-Offs p.14 3.1 Trends: Spin-Offs p.14 3.2 Tax Consequences p.14 3.3 Spin-Off Followed by a Business Combination p.15 3.4 Timing and Tax Authority Ruling p.15 4. Acquisitions of Public (Exchange-Listed) Energy and Infrastructure Companies p.16 4.1 Stakebuilding p.16 4.2 Mandatory Offer p.16 4.3 Transaction Structures p.16 4.4 Consideration and Minimum Price p.16 4.5 Common Conditions for a Takeover Offer/Tender Offer p.17 4.6 Deal Documentation p.17 4.7 Minimum Acceptance Conditions p.17 4.8 Squeeze-Out Mechanisms p.17 4.9 Requirement to Have Certain Funds/Financing to Launch a Takeover Offer p.18 4.10 Types of Deal Protection Measures p.18 4.11 Additional Governance Rights p.18 4.12 Irrevocable Commitments p.18 4.13 Securities Regulator’s or Stock Exchange Process p.19
4.14 Timing of the Takeover Offer p.19 4.15 Privately Held Companies p.20 5. Overview of Regulatory Requirements p.20 5.1 Regulations Applicable to Energy and Infrastructure Companies p.20
5.2 Primary Securities Market Regulators p.20 5.3 Restrictions on Foreign Investments p.20 5.4 National Security Review/Export Control p.21 5.5 Antitrust Regulations p.21 5.6 Labour Law Regulations p.21 5.7 Currency Control/Central Bank Approval p.22
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BELGIUM CONTENTS
6. Recent Legal Developments p.22 6.1 Significant Court Decisions or Legal Developments p.22 6.2 Key Developments in Renewable Energy and Cutting Emissions p.22 7. Due Diligence/Data Privacy p.23 7.1 Energy and Infrastructure Company Due Diligence p.23
7.2 Restrictions p.23 8. Disclosure p.24 8.1 Making a Bid Public p.24 8.2 Prospectus Requirements p.24 8.3 Producing Financial Statements p.24 8.4 Disclosure of Transaction Documents p.24 9. Duties of Directors p.25 9.1 Principal Directors’ Duties p.25 9.2 Special or Ad Hoc Committees p.25 9.3 Role of the Board p.25 9.4 Independent Outside Advice p.26
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BELGIUM Law and Practice Contributed by: Thomas Lenné, Mathias Hendrickx, Valentijn de Boe and Bram Devlies, Loyens & Loeff
Loyens & Loeff is a leading independent, full-service law and tax firm in Europe that is well equipped for the most complex challenges and environments. With over 1,500 employees, including more than 800 tax and legal advisers, the firm delivers pragmatic excellence that propels its clients toward their am- bitions. It operates from offices in the Netherlands, Belgium, Luxembourg, Switzerland, and key financial centres globally, structured for cross-border collabo-
ration and efficiency. The energy and infrastructure team is fully dedicated to the sector. Loyens & Lo- eff is known for solution-oriented advice and deep sector knowledge that goes beyond legal and tax ex- pertise. Entrepreneurial and independent, it delivers tailored, high-quality legal and tax advice through a multidisciplinary team combining corporate, regula- tory, project finance, real estate, and tax capabilities.
Authors
Thomas Lenné is a partner and head of the corporate M&A department at Loyens & Loeff Belgium. His specialisation is in corporate M&A and private equity, advising corporates and private equity houses
Valentijn de Boe is a partner at Loyens & Loeff Belgium. His specialisation is in public law with a strong focus on the energy and infrastructure sectors with clients ranging from contractors and
on investments, governance, and exit transactions. Thomas is ranked by Chambers and Partners and has twice been named Belgian M&A Lawyer of the Year by Client Choice Awards.
investors to banks in Belgium and across Europe. Valentijn is ranked by Chambers and Partners in the Europe Guide, specifically in public law, with the noted inclusion of public–private partnerships.
Mathias Hendrickx is a counsel in the corporate M&A practice group at Loyens & Loeff Belgium. He focuses on domestic and international M&A, private equity, and equity capital markets. Mathias represents listed
Bram Devlies is a counsel in the energy and infrastructure practice group at Loyens & Loeff Belgium. He specialises in energy contracts, regulation, and project work, with a particular focus on renewable energy
and private companies and private equity firms in complex transactions and restructurings. He is also a member of the firm-wide private equity and capital markets teams.
projects like solar/PV, onshore and offshore wind, district heating, and biomass/biosteam. Bram is recognised in Chambers Europe as “Up and Coming” for Energy.
Loyens & Loeff Tervurenlaan 2 B-1040 Brussels Belgium
Tel: +32 2 743 43 43 Fax: +32 2 743 43 10 Email: information@loyensloeff.com Web: www.loyensloeff.com
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BELGIUM Law and Practice Contributed by: Thomas Lenné, Mathias Hendrickx, Valentijn de Boe and Bram Devlies, Loyens & Loeff
1. Market Trends 1.1 Energy and Infrastructure M&A Market In 2024 and the first half of 2025, Belgian M&A activ- ity has shown gradual signs of recovery compared to 2023. While inflationary pressures and elevated interest rates in mid-2024 and early 2025, along with moderate economic growth, posed some challenges to investor sentiment, the overall market maintained a steady pace. Geopolitical developments – such as uncertainties around tariffs and ongoing wars in Gaza and between Russia and Ukraine – also influenced deal-making dynamics. Overall, Belgian M&A activity broadly mirrored international trends, reflecting both global headwinds and emerging opportunities. The transition toward clean energy, carbon neutrality and geopolitical concerns continue to be key focuses for energy and infrastructure (E&I) M&A in Belgium. Investors are increasingly targeting assets that sup- port net-zero ambitions, resulting in growing interest in wind, solar, and hydroelectric sectors. A priority is the modernisation and expansion of infrastructure to enable the energy transition. This includes funding for energy storage technologies, upgrades to electricity grids, and the development of charging networks for electric vehicles. While foreign investors seem to increasingly invest in battery energy storage system (BESS) projects, onshore wind and solar farms seem to be popular in the secondary M&A market. 1.2 Energy and Infrastructure Trends In 2025, new governments took office at the federal, Flemish, and Walloon levels. The resulting government agreements reflect a shift towards pragmatism, with a renewed focus on energy security, industrial competi- tiveness, and a clear return to nuclear power. While the agreements do not introduce radical changes, they signal a more measured and realistic approach to the energy transition. Across all levels of government, the energy transition remains a key priority, but the narrative has clearly shifted. The pursuit of green energy “at any cost” is no longer the dominant political stance. Instead, policy choices suggest a more balanced and technology- neutral strategy, with emphasis on a diversified ener-
gy mix – including a notable resurgence of nuclear energy. On nuclear, the Belgian federal government, for instance, has made a clear and strategic shift back to nuclear energy, setting a target of four gigawatts of nuclear capacity within the electricity mix. In a marked departure from previous policies, nuclear energy is now positioned as a central pillar of Belgium’s long- term energy strategy. To support this shift, the gov- ernment repealed previous phase-out provisions and lifted the ban on new nuclear capacity construction. While grid congestion is becoming an increasing chal- lenge, it has not yet derailed the development of new projects. Over the past 12 months, several new grid connection models have emerged to address limited network capacity. On the gas infrastructure side, Belgium has also established regulatory frameworks for new gases, including hydrogen and CO₂, and is in the process of assigning regulated operators for these networks. 1.3 Access to the Energy and Infrastructure M&A Market Investors are both domestic and international, depending on the asset classes. Energy projects in Belgium are primarily driven by pri- vate local developers, alongside major utility compa- nies. In recent years, international investment funds have played an increasingly significant role. Funds like Pioneer Point Partners and Ventient have been acquiring renewable energy portfolios, while others – such as BlackRock, Canada Pension Plan Investment Board (CPP Investments), and ATLAS Infrastructure (which manages assets on behalf of clients includ- ing Australia’s Future Fund) – have acquired strategic stakes in key infrastructure, including Belgian grid operator Elia Group. Local infrastructure funds and public authorities are also actively involved in financing innovative energy and infrastructure initiatives, frequently partnering with international contractors. Notable among these are the public investment companies PMV, repre- senting the Flemish Region, and Wallonie Entrepren-
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dre (WE), the economic development agency of the Walloon Region. Their involvement includes invest- ments in renewable energy and mobility infrastruc- ture, strategic partnerships in biogas production, and digital infrastructure investments. Both PMV and WE are also increasing their involvement in the defence sector. PMV has recently expanded its investment scope to include defence-related projects and has accepted a special mandate to establish a dedicated Defence Fund. WE, meanwhile, has announced a strategic investment plan of EUR2.5 billion by 2029, with EUR700 million earmarked for reindustrialisation efforts – including initiatives in the defence sector. 1.4 Energy and Infrastructure Projects The scale of new energy projects in Belgium has grown considerably, with battery energy storage emerging as a particularly dynamic sector. Belgium has been an early mover in creating a sup- portive regulatory framework for battery energy stor- age. Key measures include a specific network tariff exemption for stand-alone, transmission-connected BESS projects, a Capacity Remuneration Mechanism (CRM) offering fixed capacity-based revenues, and a relatively active ancillary services market, which is regularly opened to tenders from flexibility providers. Together, these have significantly contributed to Bel- gium’s recent boom in battery storage investments. Large stand-alone BESS projects are gaining momen- tum, with several recently commissioned and many more in development. In the BESS space, a robust pipeline of mid- to large-scale projects is taking shape. On 26 September 2025, Energy Solutions Group (ESG) inaugurated a 70 MW BESS facility – illustrating a project size that fits well within the Belgian regula- tory framework, where stand-alone utility-scale BESS installations can benefit from favourable network tariff exemptions. Looking ahead, a growing number of stand-alone BESS projects in the 50 to 100 MW range are expect- ed to be commissioned over the coming years. On the renewables side, the most significant devel- opment is the Princess Elisabeth Zone (PEZ) – Bel- gium’s second designated offshore wind zone. Span-
ning approximately 285 km², the zone is expected to accommodate up to 3.5 GW of offshore wind capacity across three plots. While several local and interna- tional consortia have been established to compete in the tender process, the procedure is currently on hold and expected to be relaunched in early 2026. 2. Establishing and Exiting Early- Stage Companies in the Energy and Infrastructure Industry 2.1 Establishing and Financing a New Company Key consideration when establishing an early-stage company include the following. • Legal form – in Belgium, the vast majority of companies take the form of either a private lim- ited company ( besloten vennootschap/société à responsabilité limitée – BV/SRL) or a public limited company ( naamloze vennootschap/société anon- yme – NV/SA). Since the entry into force of the new Belgian Companies and Associations Code (BCAC) in 2020, the BV/SRL has been revised significantly, providing investors and founders with more flexibil- ity in terms of governance, contributions, distribu- tions, and share transfer restrictions. A new feature of the BV/SRL since 2020 is the abolition of share capital. A BV/SRL has no statutory minimum capi- tal as opposed to a NV/SA (ie, EUR61,500), it being understood that both a BV/SRL and NV/SA must be sufficiently funded upon incorporation to allow them to operate their contemplated business for a period of at least two years. • Timing – Belgian law allows for a flexible, cost-effi- cient and swift incorporation of a BV/SRL and NV/ SA. Newcos can be incorporated very quickly but typically take up to two weeks. The complexity of the company to be incorporated, financial plan and KYC obligation of banks (in case of an initial contri- bution in cash to be paid-up prior to the incorpora- tion) may impact the timing of the incorporation. • Residency – no nationality or residency require- ment of directors is required by Belgian law. The appointment of a director residing in Belgium may, however, be considered for tax substance purpos- es in Belgium.
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• Financing – early-stage companies often require significant capital to cover initial costs and sustain operations until they become profitable. In Bel- gium, there are various financing options available, including venture capital, private equity, debt fund- ing, and government grants or incentives aimed at promoting investment in the energy and infrastruc- ture sectors. • In addition to the articles of association of a Belgian company, certain other key governance documents are typically prepared for early-stage companies with multiple investors. For example, a shareholders’ agreement may contain additional governance arrangements, provisions relating to the transfer of shares and exit arrangements. 2.2 Liquidity Events Liquidity events in Belgium are predominantly struc- tured as private sales. In line with trends globally and at the EU level, the Belgian market for initial public offerings has seen limited activity in recent years. One notable exception in the E&I sector is the IPO of Ener- gyvision in 2025, the first Belgian IPO in four years. Private sales in the E&I sector are typically structured as share purchase transactions, in which the selling shareholders should be mindful of the fact that rep- resentations and warranties are given in virtually all private transactions in Belgium, it being noted that warranty and indemnity insurance is becoming more prevalent in private Belgian M&A transactions. Additionally, in early-stage ventures it is typical for shareholders to enter into a shareholders’ agreement, which usually contains specific exit mechanisms as well as share transfer restrictions, including tag and drag along rights and other customary transfer restric- tions in case of liquidity events.
For example, EnergyVille – a joint initiative between VITO (a leading European independent research organisation in the field of cleantech and sustainable development) and the Catholic University of Leuven – has given rise to several start-ups specialising in energy efficiency, smart energy systems, and storage solutions. The main drivers for considering a spin-off in the E&I sector are typically related to the energy transition towards carbon neutrality and other ESG considera- tions. 3.2 Tax Consequences A spin-off that is structured as a (partial) demerger under Belgian corporate law (or similar applicable for- eign legislation) is in principle treated as a liquidation for Belgian income tax purposes, which entails: • taxation of all net latent gains and tax-exempt reserves at the corporate level; and • recognition of a (deemed) dividend at the share- holder level (subject to Belgian withholding tax). However, a (partial) demerger can benefit from a tax- neutral roll-over regime at both corporate and share- holder level provided that the (partial) demerger is not entered into for tax avoidance or tax evasion reasons (the “business purpose test”). Furthermore, if the (par- tial) demerger would be to a non-Belgian tax resident company, the roll-over regime can only be applied to the extent that (i) the partial demerger is to an EEA- company and (ii) the Belgian activities are continued in a Belgian permanent establishment of the foreign company. The business purpose test is strictly construed by the Belgian tax administration, notably in cases where the (partial) demerger would be followed by a sale of the partially demerged company or the receiving compa- ny, in which case the tax administration could try to deny the application of the roll-over regime under the premise that, economically, the transaction amounted to a sale of the spun-off assets (which would be a taxable transaction). In practice, the Belgian tax ruling commission nevertheless accepts that the business purpose test is met in such case if the selling share- holder durably re-invests the full sales proceeds of
3. Spin-Offs 3.1 Trends: Spin-Offs
Contrary to other sectors, spin-offs are quite rare in Belgium in the E&I market. On the energy side, they do exist, though generally on a relatively small scale.
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such subsequent sale into the business of the com- pany in the EEA. For real estate rich companies (eg, BESS and infra- structure), a (partial) demerger can be carried out with- out application of real estate transfer taxes (ranging between 12% and 12.5% depending on the loca- tion) if either (i) no debts are transferred as part of the spin-off or (ii) the spin-off qualifies as a transfer of a branch of activity, allowing the recipient company to perform the business independently and on a stand- alone basis – the latter is typically not accepted in the case of passive real estate companies, but can be accepted in the case of active infrastructure compa- nies where the management of the infrastructure is part of the spin-off. For VAT purposes, a spin-off is not subject to Belgian VAT if the transferred assets and liabilities together constitute an undertaking or a part of an undertak- ing capable of carrying on an independent economic activity (a “transfer of a going concern” or TOGC). The transferee must be a VAT taxable person and must have the intention to continue the activity being spun off. In that case, the transferee is deemed to continue the VAT position of the transferor with respect to the transferred activity (eg, with respect to VAT adjust- ments). If the above conditions are not met, the VAT treatment should be assessed for each asset or liabil- ity being spun off. 3.3 Spin-Off Followed by a Business Combination Belgian law strictly regulates the procedures for both a spin-off (demerger) and business combination (merger) in the Belgian Companies and Associations Code (BCAC). A spin-off may be followed by a busi- ness combination in Belgium, although such opera- tion requires careful planning if the intention is for one step to immediately follow the other. In such case, parallel preparations will need to be made and condi- tionality will need to be built into the documentation to ensure a seamless transition from one transaction to the other. In a nutshell, the following key steps are required for a (de)merger in accordance with the BCAC.
• Careful identification of assets and liabilities to be transferred as part of the demerger. • (De)merger proposal to be drafted by the board of each company involved. • Filing and publication of the (de)merger proposal – ultimately six weeks prior to the extraordinary general meeting of shareholders resolving on the (de)merger. • Board report of the (de)merging companies justify- ing and explaining the (de)merger from an econom- ic and legal perspective. • Audit report by the statutory auditor or certified account of the (de)merging companies on the (de) merger proposal. • Extraordinary general meeting of shareholders to be held in front of a Belgian notary of the compa- nies involved in the (de)merger. 3.4 Timing and Tax Authority Ruling The procedure for a (partial) demerger provided in the BCAC typically takes between 2–4 months to final- ise. The timing for a spin-off in a domestic setting in Belgium is largely dependent on the identification of assets and liabilities to be spun off and mandatory waiting periods prescribed by Belgian law. In a cross- border setting, the demerger process typically takes additional time as formalities across jurisdictions need to be aligned. Obtaining a tax ruling is not a legal/tax precondition to apply the tax neutral roll-over regime for income tax purposes, or the tax neutrality regime for real estate transfer taxes or VAT. Nevertheless, the appreciation of the business purpose test (income tax), the branch of activity qualification (real estate transfer tax) or the TOGC qualification (VAT) is very fact-driven. Hence, it is common practice to request for an advance tax rul- ing prior to implementing the spin-off to gain upfront legal certainty on the application of the respective tax- neutral regimes. The lead time for obtaining a formal tax ruling in recent practice has been between 4–7 months, depending on the complexity of the file. Typi- cally, an informal position of the ruling commission can be obtained within approximately four months, and for public M&A transactions the timeline for obtaining a ruling can typically be expedited.
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BELGIUM Law and Practice Contributed by: Thomas Lenné, Mathias Hendrickx, Valentijn de Boe and Bram Devlies, Loyens & Loeff
4. Acquisitions of Public (Exchange- Listed) Energy and Infrastructure Companies 4.1 Stakebuilding It is not uncommon for bidders to acquire a stake in a public company prior to making an offer. Generally speaking, a prospective bidder may acquire shares in the target in the period leading up to a bid. Stake- building on or off the stock exchange is, however, pro- hibited as from the time when the information which the bidder possesses meets the definition of inside information (ie, insider dealing) under the EU Market Abuse Regulation (MAR). Under the MAR, a potential bidder may rely on inside information and therefore engage in insider dealing for the exclusive purpose of proceeding with the bid. A potential bidder cannot, however, rely on insider information for the purposes of stakebuilding, eg, to strengthen its position prior to launching a bid, and stakebuilding based on the decision or (assuming the inside information test is met) intention to launch a public takeover bid, does not constitute legitimate behaviour under the MAR according to the Belgian Financial Services and Markets Authority (FSMA). Every person acquiring, directly or indirectly, securities conferring voting rights, must declare to the target and the FSMA the number and percentage of securities they hold if the same confer 5% or more (and every multiple of 5%) of the voting rights. The disclosure obligation applies both ways, that is, upwards and downwards. The Belgian Transparency Law permits the target to include additional thresholds at 1%, 2%, 3%, 4% or 7.5% in its articles of association. When disclosing such shareholding, it is not required to state the purpose of the acquisition of the stake. On the contrary, a potential bidder is obliged to keep its intentions strictly confidential until it has notified the FSMA of its intention to launch a bid. However, the FSMA may request a person who could be involved in a public takeover bid to announce whether they intend to launch a public takeover bid, if this is required for the proper functioning of the market. Additionally, in case a person, itself or through an inter- mediary, made statements raising questions among
the public regarding its intentions to launch a bid, the FSMA may request that person to clarify their/its intentions within a maximum of ten business days. If such person confirms their/its intentions, they/it must proceed with notifying the FSMA of such intention, in accordance with the requirements set out in Belgian takeover legislation. If such person does not confirm their/its intention to launch a bid within the time limit set by the FSMA, they/it (and their/its persons acting in concert) will have to refrain from launching a bid for In accordance with Belgian public takeover regula- tions, a mandatory offer must be launched once one or more persons acting in concert acquire(s) a stake in excess of 30% of securities granting voting rights of a company listed on a regulated market. 4.3 Transaction Structures Public companies in Belgium may be acquired through various means, such as public takeover offers, legal mergers, or a private sale of a shareholding not exceeding 30% of the securities granting access to voting rights – often leading to a de facto control of the listed company. a period of six months. 4.2 Mandatory Offer The majority of these operations are public tender offers. Legal mergers (with a non-listed company) are very rare in Belgium. The reason can be found in the requirement under Belgian law that the shareholders of the acquired company in a merger must receive shares in the acquiring company and, as the case may be, a cash payment that may not exceed one tenth of the nominal or fractional value of the shares issued. In other words, the shareholders of the acquired com- pany cannot be entirely compensated in cash, which would prevent them from becoming a shareholder of the acquiring company. As such, the mandatory com- pensation in shares in the acquiring company will typi- cally be irreconcilable with the candidate-acquirer’s intention to acquire full control of the listed company. 4.4 Consideration and Minimum Price A considerable majority of public takeover acquisi- tions in Belgium are structured as cash transactions. Both in case of a voluntary bid and a mandatory bid, the offer consideration may consist of either cash or
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securities (exchange offer) or a combination of both. In case of an exchange offer within the framework of a mandatory bid or a voluntary bid by a controlling shareholder, a cash alternative may have to be pro- vided by the bidder under certain conditions. In principle the bidder is free to determine the offer price in case of a voluntary bid, as long as it is set at such a level that reasonably allows the bid to succeed. If, however, a voluntary bid is launched by a control- ling shareholder, the price will have to be supported by an independent valuation report. In mandatory bids, the offer price must at least be equal to or exceed: • the highest price paid by the bidder or a person acting in concert in the course of a 12-month period prior to the announcement of the bid; and • the weighted average price on the most liquid market in the course of a 30-day period prior to the date on which the obligation to issue a bid has arisen. Belgian takeover law further prohibits differentiation in price within the context of a voluntary bid. If the bid relates to different categories of securities, the prices offered for these securities may, however, be differentiated, provided they are based on the intrinsic characteristics of the respective securities. Finally, as mentioned previously (see 4.3 Transaction Structures ) cash is to some extent permissible within the context of a legal merger. 4.5 Common Conditions for a Takeover Offer/ Tender Offer Voluntary bids may be made subject to the satisfac- tion of pre-conditions, which must be compliant with all offer rules and must be of such a nature that the bid can reasonably be expected to succeed. Pre-con- ditions to a voluntary bid will be subject to approval by the FSMA and must be specific and objective, to avoid their satisfaction being dependent solely on the bidder’s discretion. Mandatory bids must, however, be unconditional, albeit that they may be made subject to merger control clearance. Minimum levels of acceptance, material adverse change or effect, competition clearance and regula-
tory approval conditions are often used in voluntary bids. 4.6 Deal Documentation In Belgium, most takeover offers are recommended given the historical presence of large reference share- holders in Belgian listed companies. Therefore, a bid- der and a target company often enter into offer-related arrangements prior to a bid. Such agreements may contain the following: • in case of a friendly bid, the board of the target company may grant a potential bidder access to (non-public) information; • process letters whereby the target board and the bidder agree on the manner in which due diligence may be carried out in respect of the target; • supporting and recommending the offer; • confidentiality agreements; • standstill commitment by the target board to refrain from taking any action affecting the securities of the target; or • non-solicitation clauses. All of the above is subject to the restrictions imposed by MAR and in particular the prohibition on disclosure of inside information, market manipulation and insider dealing. These restrictions limit the information that can be provided by the target company. Public companies usually do not grant (extensive) rep- resentations and warranties. 4.7 Minimum Acceptance Conditions As set out in 4.5 Common Conditions for a Takeo- ver Offer/Tender Offer , minimum acceptance condi- tions are permitted by the FSMA and are common in voluntary public tender offers. These conditions will be tested against the requirement that they may not impede the reasonable likelihood of success of the takeover offer. In practice, the level is typically set between 75% and 90%, but in certain cases the
FSMA has accepted a 95% threshold. 4.8 Squeeze-Out Mechanisms
Following the closing of the acceptance period within an offer, the bid may be reopened to squeeze out minority shareholders if certain thresholds are met. As
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BELGIUM Law and Practice Contributed by: Thomas Lenné, Mathias Hendrickx, Valentijn de Boe and Bram Devlies, Loyens & Loeff
an extension of a takeover bid, the bidder who holds 95% of the securities with voting rights and 95% of the capital with voting rights may squeeze out the remaining shareholders at the bid price on the condi- tion, in case of a voluntary bid, that the bidder has acquired through acceptance of the bid at least 90% of the capital with voting rights covered by the bid. If these squeeze-out conditions are met, the bid will be reopened at the same price for at least 15 business days, commencing within three months following the expiry of the original acceptance period of the bid. The securities that are not tendered to the bidder at the expiry of the reopened bid are deemed automatically acquired by the bidder. Apart from the squeeze-out mechanism, a public takeover bid must be reopened if the bidder: • holds 90% or more of the voting securities of the target following the acceptance period (together with its affiliates); • requests the delisting of the target within a period of three months from the end of the acceptance period; and • has committed to acquiring securities in the target against a higher price than offered during the bid, before the end of the bid period. 4.9 Requirement to Have Certain Funds/ Financing to Launch a Takeover Offer In a cash offer, all funds necessary to settle the price must be deposited with, or be covered by, an irrevo- cable and unconditional credit facility from a credit institution established in Belgium (that is, a Belgian or foreign credit institution licensed in Belgium). The funds must be blocked and may be used exclusively for the payment of the securities acquired under the bid. In an exchange offer, the bidder must either already own the securities to be delivered as consideration or have the authority to issue or acquire the same in sufficient number. If the bidder is not the issuer and has no right to acquire the securities, it must be in a position, in fact or by law, to procure that the relevant entity issues the securities.
Evidence of compliance with this condition must be provided to the FSMA. 4.10 Types of Deal Protection Measures Under Belgian law, a target and bidder may agree on break fees, provided that such arrangement meets the corporate interest test at the level of the target. This and other considerations have led legal scholars to contest the validity of break fees, but there can be cir- cumstances in which a break fee may be justified – for example, if the takeover is of major strategic impor- tance or the target is in financial difficulties. Reverse break fees, whereby the potential bidder agrees to pay a break fee in case the bid is not successful, have also made their appearance in Belgian public M&A. The board of the target could further validly grant exclusivity to a bidder within the framework of a vol- untary bid. The target board should, however, take care to always act in the corporate interest of the target, which means that it must objectively assess and render an opinion on potential competing bids by (non-preferred) bidders. 4.11 Additional Governance Rights In case a bidder is unable to obtain 100% of the own- ership of a target company, a bidder may nevertheless enjoy several governance rights: • if the bidder holds more than 50% of the voting rights, the bidder is deemed to control the com- pany alone, as it may pass shareholders’ resolu- tions unless an enhanced majority is required by the BCAC; or • if the bidder holds more than 75% of the voting rights, it may amend the target’s articles of asso- ciation – eg, capital increases, or proceeding with a legal merger (at this point, the control of the target is more or less absolute). 4.12 Irrevocable Commitments To support a preferred bidder, reference shareholders can enter into irrevocable undertakings to tender their shares into the preferred bid. Although Belgian law is unclear on the binding nature and validity of such undertakings, they are common practice. It should be noted, however, that “hard” irrevocable undertakings – ie, irrevocable undertakings that cannot be revoked
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