BELGIUM Law and Practice Contributed by: Michel Bonne, Hannelore Matthys and Virginie Lescot, Van Bael & Bellis
nature, but the law introduces mandatory consumer protections. It applies to personal security interests granted as from 1 January 2026, with existing arrange - ments remaining subject to the older regime, unless parties opt in (subject to mandatory rules). Finally, the bill regarding the implementation of the new book on specific agreements (book 7) has been sub - mitted for approval in February 2025 and is expected to be adopted in the course of 2026. Transposition of the Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive In December 2025, the European Parliament approved Omnibus I, revising the EUR Corporate Sustainability Reporting Directive (CSRD) and Corporate Sustain - ability Due Diligence Directive (CSDDD), which is now scheduled to be voted on in the EU Council early in 2026 (with implementation deadline at member state level being postponed to July 2028). The application of the CSRD will be limited to companies with more than 1,000 employees and exceeding EUR450 million in net turnover, subject to a financial holding carve- out, an extended group/subsidiary exemption and the option for member states to exempt “first wave” reporters that now fall out of scope for financial years 2025 and 2026. The CSDDD is refocused on com - panies with more than 5,000 employees and EUR1.5 billion turnover, with entry into force being deferred to 2028 (first and second phase) and 2029 (third phase). 3.2 Significant Changes to Takeover Law No significant changes have been made in the past 12 months, or are expected in the coming 12 months, to takeover laws in Belgium. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Prospective acquirers will typically try to build a stake in the target prior to the announcement of a public offer. The main goal of stakebuilding is to deter a third party from launching a competitive counterbid. One textbook example is Gilead Sciences’ gradual stake - building in Galapagos, which increased from about 10% to almost 30%.
Whereas stakebuilding as such is not prohibited, the FSMA considers stakebuilding to be a form of insider dealing if the stakebuilding entity envisages launching a public takeover bid when having acquired a suf - ficiently high stake or in the longer term. 4.2 Material Shareholding Disclosure Threshold Pursuant to Section 6 of the Law of 2 May 2007 on public disclosure of important participations of the issuer of which the shares are admitted to trading on a regulated market (the “Law on public disclosure of important participations”), the FSMA and the issuer must be notified every time: • an acquirer of securities with voting rights holds (directly or indirectly), as a consequence of the transaction, 5% or more of the total existing voting rights; • a shareholder acquires securities with voting rights and, as a result of such acquisition, the total num - ber of voting rights it holds (directly or indirectly) exceeds any other multiple of 5% of the total exist - ing voting rights; and • securities with voting rights are transferred, directly or indirectly, as a result of which the total number of voting rights held by the transferor drops below one of the above-mentioned thresholds. Furthermore, private individuals and legal entities are considered to act in concert when they co-operate with an offeror, the offeree company or with other per - sons on the basis of an agreement, aimed either at obtaining control over the offeree company, frustrating the successful outcome of a bid or maintaining control over the offeree company. 4.3 Hurdles to Stakebuilding Companies can introduce additional hurdles to stakebuilding. One of the more common hurdles is the inclusion of a provision in the target’s articles of association for additional reporting thresholds. Pursu - ant to Section 18 of the Law on public disclosure of important participations, such additional thresholds can only be set at 1%, 2%, 3%, 4% and 7.5% of the voting rights.
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