BELGIUM Law and Practice Contributed by: Peter L’Ecluse, Koen T’Syen and Amirsalar Kavoosi, Van Bael & Bellis
1.2 Legislation Relating to Particular Sectors There is no separate merger control legislation for foreign transactions. A screening mechanism for foreign direct investment has been in force in Belgium since 1 July 2023 (see 9.1 Legislation and Filing Requirements ). In the hospital sector, specific merger control rules apply. Article 2, Section 3 of the Coordi - nated Law of 10 July 2008 on hospitals and oth - er care centres exempts transactions between “authorised hospitals” and mergers resulting in the creation or modification of a ”locoregional clinical hospital network”, both as defined by the law, from the general merger control regime. However, this exemption only relates to trans - actions involving small hospitals and does not apply if each hospital has an individual turnover of at least EUR250 million and their combined The BCA is the sole authority responsible for the enforcement of the merger control rules and the review of merger control filings. However, the Federal Public Service Economy may assist the BCA with economic analyses. The BCA is an independent administrative authority consisting of the President, the Com - petition Prosecutor General, the Chief Econo - mist and the General Counsel; together, these individuals form the BCA’s Managing Board. In addition, the BCA includes the Investigation and Prosecution Service (IPS) and the Compe - tition College. The IPS, which is headed by the Competition Prosecutor General, conducts the investigations and submits its findings to the Competition College, which is led by the Presi - dent and issues a decision based on the case file. However, under the simplified merger review turnover is at least EUR900 million. 1.3 Enforcement Authorities
procedure, the IPS has the power to deliver the final decision.
2. Jurisdiction 2.1 Notification
Pursuant to Article IV.10 (1) of the CEL, parties must notify any concentration that exceeds the applicable jurisdictional thresholds to the BCA’s Prosecutor General before its implementation. 2.2 Failure to Notify Under Article IV.79 (1) of the CEL, the BCA may fine parties up to 10% of their consolidated worldwide turnover if they fail to notify a concen - tration, and may impose periodic penalty pay - ments of up to 5% of their average worldwide daily turnover for each day of non-compliance. In Cordeel/Imtech , the BCA fined Cordeel Group NV EUR5,000 for breaching the notification and standstill obligations in its acquisition of Imtech Belgium Holding NV and Imtech België NV. In adopting this low fine, the BCA considered that the breach was the result of negligence rather than intent, as it occurred under exceptional pressure from an impending bankruptcy of the target, involved a low-value transaction, and could have qualified for a simplified notifica - tion procedure (Decision No 2015-C/C-79 of 23 December 2015). 2.3 Types of Transactions The merger control regime applies only to trans - actions that qualify as “concentrations”. Article IV.6 of the CEL defines a concentration as a transaction that results in a change of control on a lasting basis, which may occur through:
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