BELGIUM Law and Practice Contributed by: Peter L’Ecluse, Koen T’Syen and Amirsalar Kavoosi, Van Bael & Bellis
3. Procedure: Notification to Clearance 3.1 Deadlines for Notification There is no deadline for notifying a transaction. The sole requirement is that the concentration must be notified prior to its implementation, as outlined in 2.12 Requirement for Clearance Before Implementation . 3.2 Type of Agreement Required Prior to Notification A notification may be made following the conclusion of a binding agreement. However, Article 10 (4) of the CEL also permits parties to notify a concentration based on a draft agreement, provided they declare their intention to conclude an agreement that does not significantly differ from the notified draft in any respect relevant under competition law. A public bid may be notified once the intention to make the bid has been publicly announced. In Anglo American plc / Exxon Mobil Corporation , the notification was based on a Memorandum of Under - standing (Decision No 2002-C/C-48 of 27 June 2002). 3.3 Filing Fees Article IV.10 (2) of the CEL provides that the filing fee is EUR52,350 for a concentration under the normal procedure and EUR17,450 for a concentration under the simplified procedure. This amount has been auto - matically indexed since 2023 based on the consumer price index. Parties must pay the filing fees within 15 days of receiving the notification from the Federal Public Ser - vice Finance, which is sent after the BCA issues its final decision. 3.4 Parties Responsible for Filing Concentrations involving the acquisition of joint con - trol or a merger must be notified by the parties acquir - ing control or by the merging parties, respectively. In the case of an acquisition, the acquiring party is responsible for the notification (Article IV.10 (2) CEL). 3.5 Information Included in a Filing The notification of a concentration under the normal procedure must be made by completing “Form CONC C/C”, as attached to the Royal Decree of 30 August
2.14 Exceptions to Suspensive Effect There are two exceptions to the suspensive effect of the merger control procedure (ie, the standstill obliga - tion). First, parties may request a derogation from the stand - still obligation from the President of the BCA (Article IV.10 (6) CEL). In Centre Hospitalier Universitaire et Psychiatrique de Mons Borinage SCRL / ASBL Pole Hospitalier Jolimont , the BCA clarified that such requests “must be duly substantiated” and that dero - gations “should be limited to situations in which the particularly harmful consequences of the suspensive effect for the parties or third parties significantly out - weigh the potential adverse effects on competition resulting from the derogation” (free translation of cita - tion taken from Decision No 2023-CC-18 of 28 June 2023). The BCA’s President has granted derogations almost exclusively in cases involving targets facing bank - ruptcy. Second, Article IV.10 (4) of the CEL provides that take - over bids, public exchange offers and transactions in which control is acquired through more than one seller by means of a series of transactions in financial instruments (including those which are convertible into other financial instruments) admitted to trading on a market such as a stock exchange can be imple - mented without delay. In such cases, the concentra - tion must be notified promptly and the acquirer must either refrain from exercising the voting rights attached to the instruments or do so solely to preserve the full value of the investment and only with an exemption granted by the BCA’s President. 2.15 Circumstances Where Implementation Before Clearance Is Permitted Implementation prior to clearance is not permitted under any circumstances, except as provided for in 2.14 Exceptions to Suspensive Effect .
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