BELGIUM Law and Practice Contributed by: Peter L’Ecluse, Koen T’Syen and Amirsalar Kavoosi, Van Bael & Bellis
2013 on the notification of concentrations of under - takings. Form CONC C/C, which is similar to “Form CO” of the European Commission (Commission), requests detailed information regarding the parties to the trans - action, including: • their corporate structure and economic activities; • the notified transaction; • the definitions of the relevant markets and details of any affected markets; • contact details for market participants; • the structure of supply and demand on these mar - kets; and • the role of R&D and economic efficiencies expect - ed by the parties. Section 5 of Form CONC C/C specifies that the notify - ing parties must submit documents such as: • the final or most recent versions of the documents underlying the transaction; • the offer document in the case of a public takeover bid; • the most recent articles of association; • annual reports and financial statements; • evidence that the works council of each party was informed of the concentration in accordance with applicable regulations; • contact details of employee representatives; and • internal documents assessing the concentration in terms of market shares, competitive conditions, competitors, the rationale for the concentration, potential for revenue growth or expansion into other product or geographic markets and/or gen - eral market conditions. Simplified notifications must be submitted by com - pleting the less comprehensive “Form CONC C/C- V/S”, as annexed to the BCA’s Communication of 8 June 2007 on the specific rules for the simplified noti - fication of concentrations. Notifications must be submitted in either Dutch or French, which determines the language of the pro - cedure before the BCA. Annexes to the notification must be submitted in their original language. If that
language is neither a national language (Dutch, French or German) nor English, a translation into the language of the notification must be provided. If considered necessary, the BCA may also require translations of documents submitted in English (Section 1.4 of Form CONC C/C). The notification and its annexes must be sent by e-mail, addressed to the Prosecutor General, to the email address of the secretariat (Article 3 (2) of the Royal Decree of 30 August 2013 on the notification of concentrations of undertakings). 3.6 Penalties/Consequences of Incomplete or Inaccurate Notification Article IV.82 (1) of the CEL empowers the BCA to impose fines of up to 1% of the undertakings’ annual turnover for submitting incomplete, incorrect or mis - leading information. In 2015, the BCA fined Belgacom EUR75,000 for pro - viding incomplete information in response to a request for information made during the procedure concerning its acquisition of The Phone House (Decision No 2015- C/C-31 of 30 September 2015). The BCA noted that Belgacom’s infringement had no significant impact on the assessment of the concentration, which justified the modest fine. 3.7 Review Process Under the standard procedure, as opposed to the simplified procedure, the BCA’s review process con - sists of a Phase I review and, if necessary, a Phase II review. Phase I The Phase I review period generally lasts 40 working days, starting from the day following the receipt of a complete notification. This time limit may be extend - ed by 15 working days if the undertakings concerned submit or amend commitments, or if they modify the transaction. Furthermore, the BCA may extend the time limit at the request of the notifying parties for the duration which they propose. If no duration is speci - fied, the BCA must grant an extension of 15 working days.
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