BELGIUM Law and Practice Contributed by: Peter L’Ecluse, Koen T’Syen and Amirsalar Kavoosi, Van Bael & Bellis
At the end of Phase I, the BCA may take one of the following decisions: • determine that the concentration falls outside the scope of the CEL; • approve the transaction, with or without conditions or obligations; • declare the concentration admissible if the 25% market share threshold is not exceeded in any relevant horizontal or vertical market; or • identify serious doubts regarding the admissibility of the concentration and initiate a Phase II investi - gation. If the BCA does not take a decision within the dead - line, the transaction is considered to have been tacitly approved. Phase II The Phase II review period generally lasts 60 working days from the decision to open the in-depth investiga - tion but may be extended as follows: • by a period equal to the time taken by the parties to submit commitments; • by 15 working days if the transaction is amended; or • by up to 20 working days at the parties’ request in order to propose new commitments. At the end of Phase II, the BCA must either approve the transaction, with or without conditions or obliga - tions, or prohibit it. If the BCA fails to issue a decision within the applicable deadline, the transaction is con - sidered to have been tacitly approved. 3.8 Pre-Notification Discussions With Authorities The BCA encourages pre-notification discussions. They are informal and confidential, and have become standard practice. In the first edition of its “Merger Insights”, the BCA stated that “[a] particular feature of merger control enforcement in Belgium is the sig - nificant anticipation of potential issues already prior to the formal notification of the concentration in ques - tion, with the consequence that all concentrations raising significant concerns were still cleared in Phase I” (BCA, Merger Insights 01 , 24 October 2025).
In simplified procedures, pre-notification typically lasts around one-and-a-half to two months. In stand - ard procedures, they are generally longer, ranging from approximately two to four months, and up to around five months in more complex matters (BCA, Merger Insights 01 , 24 October 2025). 3.9 Requests for Information During the Review Process The review period is suspended if the BCA issues a request for information, until the day the requested information is received (Article IV.40 (2) CEL). The BCA may also issue requests for information during the pre-notification discussions, subject to the consent of the notifying party. 3.10 Accelerated Procedure The simplified notification procedure is intended for “concentrations that must be approved or would nor - mally be expected to be approved without an in-depth investigation”. The simplified procedure has been outlined in two Communications issued by the BCA, relying on the legal basis set out in the CEL (see 1.1 Merger Control Legislation ). The simplified procedure applies to the following cases: • JVs with no, or negligible, actual or foreseen activi - ties in Belgium (ie, the turnover of the JV and the assets transferred to the JV remain below EUR40 million); • parties to the transaction are not active on the same product or geographic markets or on product markets that are vertically related to each other; • parties’ combined market shares do not exceed 25% on any markets where both are active; • acquisitions of sole control over an undertaking in which the acquiring party already has joint control; • the parties’ combined market share in a horizontal overlap remains below 50% and either the Her - findahl-Hirschman Index delta resulting from the transaction is below 150 or the transaction leads to an increase of less than 2% in market share; and • if there is no doubt on the admissibility of the concentration and when the combined market share (horizontal relationship) or the individual or
61 CHAMBERS.COM
Powered by FlippingBook