BELGIUM Law and Practice Contributed by: Peter L’Ecluse, Koen T’Syen and Amirsalar Kavoosi, Van Bael & Bellis
not meet the full-function criteria are assessed under the rules prohibiting anti-competitive agreements, as set out in Article IV.1 of the CEL and Article 101 of the Treaty on the Functioning of the European Union (TFEU). Special rules apply when determining whether JVs meet the thresholds. In particular, Article IV.8 (4) of the CEL stipulates that the turnover generated by a JV must be divided equally between the two undertak - ings concerned. 2.11 Power of Authorities to Investigate a Transaction The BCA has no power to “call in” a transaction for scrutiny under the merger control framework if the transaction does not meet the turnover thresholds set out in Article IV.7 (1) of the CEL. However, in wake of the Towercast judgment of the European Court of Justice, the BCA has used the general antitrust rules to review transactions that do not meet the notifica - tion thresholds. On 22 March 2023, the BCA launched an investiga - tion into the acquisition by Proximus of EDPnet and imposed interim measures prohibiting Proximus from completing the transaction pending the outcome of the inquiry. The investigation was based on the abuse of dominance provisions set out in Article IV.2 of the CEL and Article 102 of the TFEU. On 6 November 2023, the BCA closed its investigation following the decision of Proximus to divest EDPnet and sell it to Citymesh (BCA, press release No 51/2023 of 6 November 2023). On 21 January 2025, the BCA opened an investigation into the acquisition of the artisanal bakery activities of Ceres by its competitor Dossche Mills. This review was conducted under the rules prohibiting anti-com - petitive agreements, as set out in Article IV.1 of the CEL and Article 101 of the TFEU. On 20 March 2025, the BCA announced that it would terminate its inves - tigation because the parties had advised it that they would abandon the transaction (BCA, press release No 13/2025 of 20 March 2025). On 12 November 2025, the BCA opened an investi - gation into Live Nation’s acquisition of the Pukkelpop
music festival, following express instructions from the Minister for Economic Affairs pursuant to Article IV.39, Section 1, 3° of the CEL. As the transaction did not meet the thresholds under Belgian or EU merger control rules, the BCA’s investigation is based on the rules prohibiting anti-competitive agreements and abuse of dominance, as set out in Articles IV.1 and IV.2 of the CEL and Articles 101 and 102 of the TFEU. The investigation focuses on the likely effects of the acquisition on competition in organising festivals in Belgium and, more broadly, in the live entertainment sector, given Live Nation’s multiple roles as organiser of large-scale music events, artist management com - pany, provider of booking services, manager of large concert venues, and operator of ticket sales through Ticketmaster (BCA, press release No 43/2025 of 12 November 2025). Genuine “call-in” merger review powers are widely expected to become part of the BCA’s toolbox to review mergers. They would allow the BCA to exam - ine under the regular merger control rules transactions that do not normally qualify for a review under these rules. While the BCA would seem internally split over the desirability to be given such powers, the BCA is expected to emulate the example of its counterparts in neighbouring countries and ultimately welcome a possible legislative change to that effect. 2.12 Requirement for Clearance Before Implementation Article IV.10 (4) of the CEL requires parties to wait to implement a concentration until the transaction has been cleared by the BCA. 2.13 Penalties for the Implementation of a Transaction Before Clearance Under Article IV.79 (1) of the CEL, the BCA may fine parties up to 10% of their consolidated worldwide turnover if they implement a transaction before clear - ance, and may impose periodic penalty payments of up to 5% of their average worldwide daily turnover for each day of non-compliance. The case of Cordeel / Imtech , as discussed in 2.2 Fail- ure to Notify , also gave rise to a fine for a violation of the standstill obligation.
58 CHAMBERS.COM
Powered by FlippingBook