Technology M and A 2026

Definitive global law guides offering comparative analysis from top-ranked lawyers

CHAMBERS GLOBAL PRACTICE GUIDES

Technology M&A 2026 Definitive global law guides offering comparative analysis from top-ranked lawyers

Contributing Editor George Casey Linklaters

Global Practice Guides

Technology M&A Contributing Editor George Casey

2026

Chambers Global Practice Guides For more than 20 years, Chambers Global Guides have ranked lawyers and law firms across the world. Chambers now offer clients a new series of Global Practice Guides, which contain practical guidance on doing legal business in key jurisdictions. We use our knowledge of the world’s best lawyers to select leading law firms in each jurisdiction to write the ‘Law & Practice’ sections. In addition, the ‘Trends & Developments’ sections analyse trends and developments in local legal markets. Disclaimer: The information in this guide is provided for general reference only, not as specific legal advice. Views expressed by the authors are not necessarily the views of the law firms in which they practise. For specific legal advice, a lawyer should be consulted. Content Management Director Claire Oxborrow Content Manager Jonathan Mendelowitz Senior Content Reviewers Sally McGonigal, Ethne Withers, Deborah Sinclair and Stephen Dinkeldein Content Reviewers Vivienne Button, Lawrence Garrett, Sean Marshall, Marianne Page, Heather Palomino and Adrian Ciechacki Content Coordination Manager Nancy Tsang Senior Content Coordinators Carla Cagnina and Delicia Tasinda Content Coordinator Joanna Chivers Head of Production Jasper John Production Coordinator Genevieve Sibayan

Published by Chambers and Partners 165 Fleet Street London EC4A 2AE Tel +44 20 7606 8844 Fax +44 20 7831 5662 Web www.chambers.com

Contents

INTRODUCTION Contributed by George Casey, Contributing Editor p.5

ITALY Law and Practice p.158

Contributed by ICT Legal Consulting Trends and Developments p.174 Contributed by ICT Legal Consulting

BELGIUM Law and Practice p.11 Contributed by Allegiance Law Trends and Developments p.33 Contributed by Allegiance Law

JAPAN Trends and Developments p.181 Contributed by Nagashima Ohno & Tsunematsu NETHERLANDS Law and Practice p.189 Contributed by Greenberg Traurig, LLP Trends and Developments p.206 Contributed by Greenberg Traurig, LLP PARAGUAY Law and Practice p.211 Contributed by Mascareño Vargas – Asesores Trends and Developments p.222 Contributed by Mascareño Vargas – Asesores SINGAPORE Trends and Developments p.228 Contributed by Rajah & Tann Singapore LLP

BRAZIL Law and Practice p.38 Contributed by /asbz

BULGARIA Law and Practice p.53 Contributed by BOYANOV & Co. CHILE Trends and Developments p.71 Contributed by EDN Abogados DENMARK Law and Practice p.78 Contributed by Bech-Bruun Trends and Developments p.96 Contributed by Bech-Bruun EL SALVADOR Law and Practice p.104 Contributed by Torres Legal Trends and Developments p.116 Contributed by Torres Legal

SWITZERLAND Law and Practice p.235 Contributed by Loyens & Loeff Trends and Developments p.252 Contributed by Loyens & Loeff

TAIWAN Law and Practice p.258 Contributed by Lee and Li Attorneys-at-Law Trends and Developments p.270 Contributed by Lee and Li Attorneys-at-Law

FRANCE Law and Practice p.122 Contributed by Jeantet INDIA Law and Practice p.141 Contributed by JSA

THAILAND Law and Practice p.277 Contributed by Formichella & Sritawat Attorneys at Law

Trends and Developments p.286 Contributed by Baker McKenzie

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Contents

UK Law and Practice p.292

Contributed by Addleshaw Goddard Trends and Developments p.311 Contributed by Preiskel & Co USA Law and Practice p.318 Contributed by Linklaters Trends and Developments p.337 Contributed by Linklaters USA – CALIFORNIA Trends and Developments p.342 Contributed by Baker McKenzie USA – NEW YORK Trends and Developments p.351 Contributed by Next Legal

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INTRODUCTION Contributed by: George Casey, Contributing Editor

Contributing Editor

George Casey is Global Chairman of Corporate and Chairman of the Americas of Linklaters LLP, a global law firm with 3,100 lawyers across 30 offices in 20 countries. Prior to joining Linklaters, George was previously the

ventures. He has represented many large corporate clients and sovereign wealth funds, and regularly advises boards of directors and management on strategic M&A transactions, corporate governance, ESG and shareholder relations. He combines diverse transactional experience with a deep understanding of clients’ businesses across several industry sectors, including technology. George is an adjunct professor at the University of Pennsylvania Law School where he teaches cross-border M&A, and a lecturer of US M&A at l’École de Droit de la Sorbonne – Université Paris I.

global managing partner of Shearman & Sterling LLP, and has also served as head of M&A and corporate. He has extensive experience in US domestic and cross-border M&A transactions, including public company acquisitions, complex carve-out sales, spin-offs, asset and stock acquisitions, strategic investments and joint

George Casey 1290 Avenue of the Americas New York NY 10104 USA Tel: +1 212 903 9300 Email: george.casey@linklaters.com Web: www.linklaters.com

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INTRODUCTION Contributed by: George Casey

Overview Welcome to the fifth edition of Chambers’ Technology M&A Guide. Continuing with the momentum that has been built over the last four editions, we are pleased to broaden the scope of this year’s guide and, along with wel- coming back our previous contributors, we extend a heartfelt welcome to our new participants from various countries. In the final stretch of 2025, the US M&A landscape continues to be impacted by macroeconomic policies and geopolitical headwinds. Evolving tariff policies, international trade tensions, uncertainty in inflation and unemployment forecasts, and the ongoing ten- sions in the Middle East and the war in Ukraine have affected the wider market and dampened investor confidence. Despite these uncertainties, technology M&A remains an important priority for many investors and companies heading into 2026. Artificial intelligence (AI) remains a key driver in tech sector deal making as companies continue to pursue strategic imperatives around AI, including high-perfor- mance computing, advanced networking, and scal- able power infrastructure. Executives that previously considered AI to be a promising technology for their day-to-day operations are now seeing it deliver meas- urable results across all aspects of their businesses. As a result, businesses across various sectors and jurisdictions are planning and considering options to increase their AI investment. Lloyds Bank’s latest pub- lished annual Financial Institutions Sentiment Survey highlighted that more than half of financial institutions plan to increase their AI investment in the year ahead. Other key drivers of tech M&A include the pursuit of greater supply chain resilience and intensifying com- petition, both of which are encouraging companies to expand their market presence. Businesses are pursuing cross-border mergers, acquisitions and investments at record levels to access new markets, diverse talent pools and strategic technologies. These businesses are increasingly willing to navigate regulatory complexity to leverage global opportunities for innovation and growth – and given the pace of technological innovation, the pressure to move quickly has never been greater.

Tech M&A Value and Volume Tech remains the most targeted sector for M&A by value and volume, characterised by an upward trend in global deal activity and investment through 2025. According to Mergermarket’s recently published M&A Highlights for Q3 2025, tech M&A led all sectors with approximately USD809 billion worth of deals com- pleted as of Q3 2025, which accounted for 24% of global M&A volume. Deal value rebounded strongly with the technology sector leading all others on value. Mega-deals (over USD1 billion) have surged, reflecting a market trend towards fewer, larger and more strategic transactions prioritising high-value acquisitions, particularly in AI infrastructure, cybersecurity and cloud services. While the USA continues to have a dominant lead in deal value – led by strategic buyers that are looking to cre- ate vertically integrated businesses through acquisi- tions – the surge in tech megadeals has been reflected globally, as seen in several landmark transactions announced in 2025. Some examples of recent tech megadeals in 2025 include: • Google’s USD32 billion bid for Wiz in March; • Japanese conglomerate Nippon Telegraph & Tel- ephone (NTT) Corp’s USD16.5 billion acquisition of the remaining shares in IT services provider NTT Data Group Corp in June; • Meta’s acquisition of 49% of Scale AI for USD14.3 billion in June; • Palo Alto Networks’ USD24.5 billion acquisition of Israel’s CyberArk Software in July; and • KKR’s USD6.5 billion acquisition of UK-based Spectris PLC, which is expected to be completed in Q1 2026. The surge in tech M&A is also extending into adjacent industries, including the utilities and energy sector. For example, the heightened demand for AI data centres is driving a corresponding need for greater electricity supply. This trend is reflected in a 38% year-on-year increase in utilities and energy M&A activity, accord- ing to Mergermarket. Notable transactions illustrating this dynamic include Constellation Energy’s USD29.4 billion acquisition of Calpine in January, as well as Baker Hughes’ USD13.8 billion acquisition of Chart Industries announced in July.

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INTRODUCTION Contributed by: George Casey

Private equity and venture capital firms are also deploying record dry powder globally in targeting scalable tech platforms, with firms preferring M&A as a route to acquiring global talent and infrastructure in the tech sector. Deal count, however, remains subdued due to valua- tion pressures, continued economic and geopolitical uncertainty, and regulatory scrutiny. Buyers are now choosing to focus on quality over quantity, and mar- kets are more disciplined and value-oriented overall. Looking forward to 2026, tech M&A activity will likely be fuelled by strong corporate balance sheets, plenty of private equity dry powder, and a strategic push to “buy rather than build” new tech, enabling companies to quickly enhance their capabilities and stay ahead in a rapidly evolving sector. The technology M&A pipe- line remains strong, supported by improving financing conditions and expectations of moderating inflation. The AI Revolution Continues AI continues to dominate tech investment, attracting 50% of total global investment in the first half of 2025, with funding levels close to the full-year total for 2024. Rapid enterprise adoption and scaling of generative AI together with developments in agentic AI are driv- ing the latest wave of digital transformation. Gartner expects global AI spending to reach close to USD1.5 trillion in 2025 and to exceed USD2 trillion in 2026 as demand fuels digital infrastructure investment. For example, in Italy, domestic and international strategic buyers are increasingly acquiring technology com- panies to accelerate digital transformation, AI capa- bilities, cloud infrastructure and cybersecurity com- petencies, with consolidation allowing companies to achieve operational efficiencies in fintech, SaaS and AI-enabled platforms. Three years after OpenAI’s release of ChatGPT to consumers, enterprises across all industries are now embedding and scaling generative AI, which has reached its “impact moment” of delivering measur- able benefits for businesses. AI models are also being integrated into agentic workflows, involving teams of “digital workers” working autonomously, enhancing decision-making and improving regulatory responsive- ness well beyond simple responses to instructions.

Agentic AI is reshaping how businesses orchestrate workflows, reduce operational friction and accelerate value creation. AI’s outsized impact is evident, as it accounts for many of the industry’s largest transactions. Leading companies such as OpenAI (raising USD40 billion), Anthropic (raising USD13 billion), xAI (raising USD10 billion) and CoreWeave (with its USD1.5 billion IPO) are attracting record-level funding. Investment in AI will likely continue to attract the highest levels of investment, with investments ranging from small lan- guage models, robotics and agentic AI to AI-driven solutions for industries such as defence tech, health and biotech. AI is not just a vertical – it is a horizontal The surge in AI adoption across sectors has reshaped the digital infrastructure landscape supporting the technology. Demand for data centres has steadily grown and is expected to triple within the next five years. This has prompted a race to secure consistent carbon-neutral power sources to meet the growing energy demands. As mentioned, tech firms have been ramping up AI spending, forecasted to reach USD1 trillion on AI alone in the coming years and in turn benefiting sec- tors providing vital infrastructure such as chipmak- ers, power utilities and cloud service providers. For example, UK big tech firms have been projected to spend over USD300 billion on AI infrastructure in 2025, demonstrating the evolution of AI from a single subsector to the foundational infrastructure under- pinning the country’s technology ecosystem. Across jurisdictions, companies are investing in large-scale projects, such as: enabler across all tech subsectors. Demand for Digital Infrastructure • the USD500 billion Stargate project supported by OpenAI, Microsoft, Oracle, SoftBank and MGX to scale up US infrastructure; • the USD100 billion strategic partnership between OpenAI and Nvidia to build and deploy at least 10 gigawatts of AI data centres; • the USD5 billion collaboration between Nvidia and Intel to jointly develop multiple generations of cus- tom data centre and PC products; and

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INTRODUCTION Contributed by: George Casey

• the plan to invest EUR109 billion into AI infrastruc- ture in France, announced by President Macron in February 2025 at the AI Action Summit in Paris. The global outpouring of capex into AI and data centre buildouts is mirrored in South-East Asia, where Thai- land is attracting sizeable greenfield development as well as institutional investment in digital infrastructure. In Japan, rapid conversion capacity scaling through strategic asset acquisitions has been the response to escalating construction costs and extended develop- ment timelines. As organisations work towards expanding their digital infrastructure, the challenges they encounter vary sig- nificantly by region and jurisdiction. Companies need to carefully consider multiple factors including data protection regulation, foreign investment controls, local planning restrictions, cybersecurity and the prac- tical need for stable electricity connectivity for certain digital infrastructure, particularly for projects concern- ing data centres and telecommunications towers. New Urgency for Defence Tech Rising global tensions and ongoing conflicts have brought new urgency to enhancing and modernis- ing defence capabilities. This has prompted a step change in government funding, and accelerated investment in defence technology start-ups that are developing technologies such as AI-powered drones, autonomous vehicles and advanced software-enabled weapon systems. For example, the US government has made a strategic pivot towards more agile, adaptable and technology- driven combat solutions. It has significantly increased its budget for unmanned systems and counter-drone technology, allocating approximately USD6 billion for the 2026 fiscal year. Venture capital and private equity investment in defence tech has also reached record highs, which in the USA has far exceeded state spending, amounting to USD38 billion in the first half of 2025. The EU is also prioritising investments in defence tech; it announced project ReArm Europe and Readiness 2030 in March 2025, which marks the first co-ordinated EU initiative to significantly boost defence expenditure. The programme aims to increase the EU’s defence spending by an estimated

EUR800 billion by April 2029. The majority (over 60%) of the spending is dedicated to AI, surveillance, recon- naissance and advanced analytics. Space technologies have also attracted growing inter- est across numerous jurisdictions due to the strategic significance of space in national defence strategies. This encompasses launch vehicle technologies, com- munication networks, digital infrastructure, and other essential systems required for effective space opera- tions. Relatedly, the development of radiation-resist- ant microchips in the UK for deployment in higher orbits is revolutionising space technology. As interest in defence tech grows, investment in dual- use technologies serving both commercial and nation- al customers is expected to accelerate. Countries such as the Netherlands are seeing strong momen- tum in the collaboration between EU governments and institutional investors to target investments in defence and dual-use technology. However, the sec- tor presents complex legal challenges, especially as AI becomes more embedded in military systems. Key issues include compliance with international humani- tarian law, human oversight of autonomous systems, transparency in classified technologies, and strict export controls and national security reviews. While ethical governance frameworks are emerging globally, binding legal standards remain fragmented and under development. Complex and Fragmenting Global Regulatory Landscape As deal making in the technology industry has become increasingly more global, and with technology often being viewed as a strategic, defence and national security priority, regulators in different jurisdictions have been tightening requirements in their markets. Antitrust authorities have been challenging technol- ogy transactions more aggressively (even challeng- ing perceived dominance of tech companies in a par- ticular market), while foreign direct investment (FDI) regulations have been tightened in different parts of the world to protect nascent technologies from being acquired by foreign buyers. For example, foreign investment regulators have been scrutinising the scope for data centres to provide hos-

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INTRODUCTION Contributed by: George Casey

tile actors access to sensitive data or control of the data centre to cause disruption or otherwise compro- mise national security interests. Specifically, the USA has strengthened its FDI regulations and introduced mandatory filings, with a specific focus on the tech- nology industry. France, Germany and the UK have adopted stricter requirements for acquisitions of tech companies in their jurisdictions, and the EU has adopted co-ordination regulations across the region through its AI Act for sharing information and collabo- rating in FDI enforcement. The US antitrust regulatory landscape has evolved significantly. After more than two years of drafting, and following a public consultation period, final changes to the HSR filing form applicable to reportable trans- actions became effective in February 2025. These changes significantly increase the burden of disclo- sure requirements on filing parties, including more expansive document productions, narratives on mar- ket dynamics, and information on the board member- ship of the acquiring person’s officers and directors. Merger control in 2025 is a central factor in US tech M&A, with regulators balancing competition concerns against innovation and investment. Deal makers must be proactive in addressing antitrust risks, structuring deals to withstand scrutiny and planning for potential regulatory delays. The environment is more predict- able for smaller deals, though large-scale tech con- solidation remains under the microscope. Given the increasing cyber-threat landscape, govern- ments are also focusing on cybersecurity for critical infrastructure. In the EU, there has been a notable increase in cyber-specific regulation, and while the current US administration has signalled a pro-growth deregulatory stance, cybersecurity regulation has still tightened at the state level and within key federal frameworks. In 2026, we expect to see further devel- opments in cyber-specific regulation in the USA and

• an IPO; • a direct listing; or • a de-SPAC transaction (ie, a merger with a special purpose acquisition company – although de- SPACs have significantly declined as an option for a number of reasons). However, M&A has remained the dominant exit route for tech companies in 2025 given that it generally offers faster liquidity and fewer regulatory hurdles than public market exits. Structured secondary sales have been increasing- ly used to provide liquidity for early investors and employees, and hybrid exit models – including minor- ity stake investments and licensing-based acquihires – are gaining traction as flexible alternatives to full acquisitions. Private equity as an exit route has also become a dominant alternative to IPOs, particularly for later- stage companies seeking liquidity without the volatil- ity of public markets. Private equity firms are targeting tech companies with recurring revenue models, such as Software as a Service (SaaS) and infrastructure platforms, and are active in carve-outs, take-privates and consolidation plays across the sector. Merger- market reports that, as of Q3 2025, buyouts in North America totalled USD375 billion (up 51% year-over- year), led by the USD56.6 billion Electronic Arts deal by an investor consortium comprised of the Public Investment Fund (PIF), Silver Lake and Affinity Part- ners, followed by Air Lease’s USD27.4 billion buyout by Sumitomo, Apollo and Brookfield in September. Looking ahead, AI-driven consolidation and creative deal structures will continue to shape the tech exit landscape, with M&A and secondary markets likely to remain the preferred paths to liquidity. IPOs Rebounding Overall, the IPO market in 2025 has rebounded sharp- ly, with activity up nearly 80% compared to the same period in 2024, and with 250 tech IPOs on the US stock market as of September 2025. Technology companies have played a central role – especially those in AI, fintech and cloud services.

the EU in particular. Trends in Tech Exits

Technology companies that decide to continue their journey as independent players on their path to prof- itability can choose from a variety of forms of public market exits:

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INTRODUCTION Contributed by: George Casey

High-growth sectors such as AI and cloud services, highlighted by CoreWeave’s USD1.5 billion listing, alongside crypto and fintech companies such as eToro (USD620 million), Gemini (USD3.3 billion), Cir- cle (USD1.1 billion) and Klarna (USD1.37 billion), have been at the forefront of market activity. Notably, both CoreWeave and Circle demonstrated robust post-IPO performances. Many tech firms – especially those without a clear path to profitability – remain cautious, with some delaying IPO plans due to lingering market volatility and regulatory uncertainty. However, the IPO window has clearly reopened, with issuers adopting a more disciplined approach that emphasises valuation, sus- tainability and investor readiness. The market continues to mature, with investors show- ing a clear preference for businesses that display prof- itability, resilience and a commitment to innovation, prioritising those with robust fundamentals, clear AI strategies and scalable business models that favour growth. Looking ahead, the pipeline is robust. Renais- sance Capital forecasts 40 to 60 more IPOs by year- end 2025, with a backlog of profitable tech unicorns including Revolut, Canva, Space X and Stripe. SPACs Making a Comeback Using a special purpose acquisition company (SPAC) investment vehicle to go public, rather than going through a traditional IPO, typically provides a faster and more flexible route to public markets for tech companies looking to raise capital quickly to fund growth. The valuation is negotiated privately between the SPAC and the target company (and not determined by market demand during an IPO), which can benefit high-growth tech companies with limited profitability, and which may be undervalued in a traditional IPO. Following waning enthusiasm since 2022, SPACs saw a strong resurgence in 2025, raising USD11 billion and making up 65% of US IPO volume by mid-year. This comeback was fuelled by political and market shifts – especially a more business-friendly Securities and Exchange Commission under the Trump administra- tion, which eased enforcement of SPAC regulations.

As a result, SPACs have once again become an attrac- tive and flexible alternative route to public markets compared to traditional IPOs, despite ongoing con- cerns about their long-term viability. Spin-Offs In 2025, spin-offs gained momentum among tech companies as a strategic way to streamline operations and unlock shareholder value. Firms are separating high-growth units, especially in AI and semiconduc- tors, from legacy businesses to improve focus and capital efficiency, often under pressure from activist investors. Heading into 2026, the trend is expected to continue, with a strong pipeline of announced spin-offs from major players such as Honeywell and Comcast. This reflects a broader shift towards agile, modular cor- porate structures, and data shows that spin-offs are outperforming broader market indices. While not all succeed, spin-offs remain a favoured tool for tech firms navigating competitive and financial pressures. Using This Guide As cross-border technology deals are often very com- plex and involve different legal regimes and cultures, we have organised this guide by country and asked each country’s contributor to address the same set of issues that a technology company going through its lifespan faces – from incorporation, early funding and venture capital rounds to the ultimate goal of being a public company or being sold at a high premium. We hope that you find this guide useful as you consider global deals.

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BELGIUM Law and Practice Contributed by: Steven De Schrijver and Carl Dotremont Allegiance Law

Netherlands

Brussels Belgium

Germany

Luxembourg

France

Contents 1. Market Trends p.13 1.1 Technology M&A Market p.13 1.2 Key Trends p.13 2. Establishing a New Company, Early-Stage Financing and Venture Capital Financing of a New Technology Company p.14 2.1 Establishing a New Company p.14 2.2 Type of Entity p.14 2.3 Early-Stage Financing p.14 2.4 Venture Capital p.16 2.5 Venture Capital Documentation p.16 2.6 Change of Corporate Form or Migration p.16 3. Initial Public Offering (IPO) as a Liquidity Even t p.16 3.1 IPO v Sale p.16 3.2 Choice of Listing p.16 3.3 Impact of the Choice of Listing on Future M&A Transactions p.17 4. Sale as a Liquidity Event (Sale of a Privately Held Venture Capital-Financed Company) p.17 4.1 Liquidity Event: Sale Process p.17 4.2 Liquidity Event: Transaction Structure p.17 4.3 Liquidity Event: Form of Consideration p.18 4.4 Liquidity Event: Certain Transaction Terms p.18 5. Spin-Offs p.18 5.1 Trends: Spin-Offs p.18 5.2 Tax Consequences p.18 5.3 Spin-Off Followed by a Business Combination p.19 5.4 Timing and Tax Authority Ruling p.19 6. Acquisitions of Public (Exchange-Listed) Technology Companies p.19 6.1 Stakebuilding p.19 6.2 Mandatory Offer p.19 6.3 Transaction Structures p.20 6.4 Consideration and Minimum Price p.20 6.5 Common Conditions for a Takeover Offer/Tender Offer p.20

6.6 Deal Documentation p.21 6.7 Minimum Acceptance Conditions p.21 6.8 Squeeze-Out Mechanisms p.21 6.9 Requirement to Have Certain Funds/Financing to Launch a Takeover Offer p.21 6.10 Types of Deal Protection Measures p.22 6.11 Additional Governance Rights p.22 6.12 Irrevocable Commitments p.22 6.13 Securities Regulator’s or Stock Exchange Process p.22 6.14 Timing of the Takeover Offer p.23 7. Overview of Regulatory Requirements p.23 7.1 Regulations Applicable to a Technology Company p.23 7.2 Primary Securities Market Regulators p.23 7.3 Restrictions on Foreign Investments p.23 7.4 National Security Review/Export Control p.24 7.5 Antitrust Regulations p.25 7.6 Labour Law Regulations p.25 7.7 Currency Control/Central Bank Approval p.27 8. Recent Legal Developments p.27 8.1 Significant Court Decisions or Legal Developments p.27 9. Due Diligence/Data Privacy p.28 9.1 Due Diligence Process p.28 9.2 Technology Company Due Diligence p.29

9.3 Data Privacy p.30 10. Disclosure p.31 10.1 Making a Bid Public p.31 10.2 Prospectus Requirements p.31 10.3 Producing Financial Statements p.31 10.4 Disclosure of Transaction Documents p.31 11. Duties of Directors p.31 11.1 Principal Directors’ Duties p.31 11.2 Special or Ad Hoc Committees p.32 11.3 Board’s Role p.32 11.4 Independent Outside Advice p.32

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BELGIUM Law and Practice Contributed by: Steven De Schrijver and Carl Dotremont, Allegiance Law

Allegiance Law is a Belgian independent law firm with offices in Brussels, boasting a strong team of lawyers with specialisations in areas such as corpo- rate, commercial, IT, IP, and privacy. Whether restruc- turing, facing complex mergers, or seeking to profes- sionalise business operations, Allegiance Law tailors solutions by assembling specialised teams that sup- port national and international clients strategically by helping them to choose the best legal and financial

structure for their business operations and transac- tions, transcending traditional methods and thinking outside the box. The firm’s focus lies on IP and data- driven deals − of which the majority have a cross- border element. Allegiance Law operates regularly alongside US, UK, French, Dutch, German and Swiss law firms, working seamlessly together. The team is specifically well equipped in the areas of technology, life sciences, media, advertising and entertainment.

Authors

Steven De Schrijver is a partner at Allegiance Law, with more than 30 years of expertise in M&A, corporate, IT, media, data protection and outsourcing law. He advises some of the largest Belgian and foreign technology companies and innovative-economy companies on complex transactions and commercial contracts and projects in the TMT sector – almost always with a cross-border element. Noteworthy projects include pioneering projects in mobile telephony, cable TV and streaming platforms, major acquisitions of Belgian technology companies by foreign investors, numerous outsourcing projects for multinational companies, and large data protection compliance projects. Steven is a member of several legal associations and has earned multiple prestigious awards for his work.

Carl Dotremont is a partner at Allegiance Law with over 30 years of experience, spanning private practice and his role as general counsel for a publicly listed global IT company. He guides Belgian and international

clients through complex domestic and international corporate and commercial transactions, private equity and venture capital investments, and M&A. He has a keen interest in technology, life sciences and real estate. With extensive experience as a former general counsel of a global listed ICT company, he leverages a vast international network of lawyers to seamlessly navigate complex cross- border transactions. Carl holds an Executive MBA from Purdue University and ESCP Europe and lectures on mediation and negotiation skills at the University of Leuven.

Allegiance Law Sinter-Goedeleplein 14 1000 Brussels Belgium Tel: +32 476 60 91 82 Email: sds@allegiance.law Web: www.allegiance.law

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BELGIUM Law and Practice Contributed by: Steven De Schrijver and Carl Dotremont, Allegiance Law

1. Market Trends 1.1 Technology M&A Market

1.2 Key Trends ESG Considerations

Formerly considered a risk to be avoided, ESG is currently recognised as one of the most substantial opportunities for value creation and transformative industry shifts in the current era. This is particularly important given the upcoming enforcement of certain obligations under the EU’s Corporate Sustainability Reporting Directive (CSRD). Specifically, large public interest entities and companies currently subject to the EU’s Non-Financial Reporting Directive (NFRD) must demonstrate compliance with these require- ments by 2025. With sustainability considerations becoming more influential, Belgian companies are facing greater pres- sure to align their operations with these principles. This marks a clear shift towards integrating sustain- ability values into the core of business strategies and decision-making processes. Demonstrating a proac- tive stance in sustainability not only sets companies apart but also acts as a pivotal factor in fostering long-term goals such as establishing valuable supplier relationships, meeting rising customer expectations, and attracting acquirers seeking to bolster their ESG profiles. Forging partnerships across the value chain is crucial, enabling resource combination, the scaling of pro- gress, and the enhancement of data gathering and protocols in pursuit of sustainable initiatives. Such partnerships can be forged through strategic M&A transactions to further increase customer penetration One of the key cornerstones for successfully deploy- ing an AI ecosystem remains access to top-tier human capital in AI. Buyers increasingly target acqui-hires of early-stage enterprises (often with minimal or no revenue) purely to secure skilled talent. Belgium, renowned for its world-class human capital from institutions such as the Interuniversity Microelectron- ics Centre (IMEC) (see 5.1 Trends: Spin-Offs ) and KU Leuven, continues to solidify its position as a pivotal global hub drawing intense international attention − not just for cutting-edge innovations but as a prime destination for technology and life sciences M&A. This and accelerate growth. AI and Life Sciences

There has been a noticeable increase in interest among corporate and financial players in pursuing carve-outs and strategic acquisitions, driven by the need to adapt to shifting global challenges such as AI- driven technological disruption, climate change, and economic uncertainties. While corporations continue to focus on divesting non-core assets to align with their strategic transformations − including bolster- ing AI capabilities and sustainability goals − financial investors demonstrate a sustained appetite for acquir- ing carved-out assets, aiming to unlock future value through reorientation and buy-and-build strategies. This trend builds on the post-2022 recovery, with cor- porate buyers increasingly leveraging M&A for growth and resilience, as evidenced by PwC’s 28th Annual Global CEO Survey finding that 42% of CEOs believe their companies will no longer be viable in ten years without significant transformation. Looking ahead into 2026, corporations and financial investors are prioritising a balance between expansion and financial resilience amid persistent valuation gaps and financing headwinds. Corporations are ramping up joint ventures, partnerships, and acquisitions of attractive Belgian targets (particularly in AI, life sci- ences and biotech) to drive international growth, while financial investors − often partnering with family offic- es − plan aggressive acquisition pipelines. Traditional bank financing remains constrained by high interest rates and ESG scrutiny. As such, alterna- tive funding, cost optimisation and strategic alliances are centre stage; 93% of corporate buyers and 90% of financial investors anticipate an increase in M&A activity in the coming year. Despite geopolitical risks, trade tensions and eco- nomic volatility, the market is poised for further upturn − with 85% of European deal-makers planning M&A and 50% expecting volume growth, led by Benelux. As such, corporates and investors are well positioned to harness technology M&A for transformative effi- ciencies and a competitive edge in 2026.

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BELGIUM Law and Practice Contributed by: Steven De Schrijver and Carl Dotremont, Allegiance Law

dynamic environment, bolstered by more than 70% of venture capital inflows in the first half of 2024 being channelled into AI start-ups, fosters relentless growth, cross-sector collaboration, and abundant investment opportunities. As a result, Belgian targets are posi- tioned at the forefront of strategic acquisitions. A dominant trend in AI is its explosive integration into healthcare, revolutionising disease diagnosis, person- alised medicine and AI-powered drug discovery, as exemplified by high-profile deals such as Recursion’s acquisition of Exscientia. Belgium’s unique life scienc- es ecosystem − thriving on fertile synergies between biotech, medtech, pharmaceuticals and healthcare − is underpinned by a robust financing landscape and proactive government support, including clusters such as BioVille and Ghent Bio-Energy Valley. Post-2022 downturn, the sector has spectacularly rebounded: Belgian listed biotechs now boast a mar- ket cap of EUR66.8 billion (up 42.7% year-on-year), reaffirming Belgium as Europe’s leading biotech market − ahead of all peers − with flagships such as argenx and UCB driving resilience. European life sciences M&A surged to USD48.3 billion in the first half of 2025 alone (exceeding full-year 2024), with AI and demographic tailwinds set to propel even greater activity, cementing Belgium’s role in transformative deals. 2. Establishing a New Company, Early-Stage Financing and Venture Capital Financing of a New Technology Company 2.1 Establishing a New Company New start-up companies are typically incorporated in Belgium as a private limited liability company ( besloten vennootschap , or BV/ société à responsabilité limitée , or SRL). Belgian corporate law provides a flexible cor- porate framework for the organisation of companies. There is no initial capital requirement for incorporation of a private limited liability company – although it must have sufficient equity for the first three years to per- form the envisaged activities, as shown in a financial plan that is filed with the notary at incorporation. See 2.2 Type of Entity for further details.

To establish a limited liability company in Belgium, the primary time-consuming tasks involve obtaining a bank account and crafting a financial plan. Once these prerequisites are fulfilled, the incorporation process necessitates the execution of a notarial deed before a Belgian notary, which typically takes approximately two weeks. 2.2 Type of Entity Entrepreneurs are commonly encouraged to opt for a private limited liability company (BV/SRL). This busi- ness structure is specifically crafted to offer flexibility, allowing entrepreneurs to customise incorporation documents according to their specific requirements. In contrast to the public limited liability company ( naamloze vennootschap , or NV/ société anonyme , or SA), there is no requirement of a minimum capital but – as mentioned in 2.1 Establishing a New Company – the assets must be sufficient in the light of the activ- ity envisaged. A contribution of assets without the issuance of new shares in the private limited liability company can proceed simply via a decision by simple majority of the shareholders. Nonetheless, any choice of business structure should be considered from a tax perspective. It is advisable to consult a legal and tax adviser for more detailed advice on which company structure is best suited to specific needs. 2.3 Early-Stage Financing Early-stage financing, also known as seed investment, for start-ups can be sourced from various channels – each with its own unique characteristics. Here are some of the key providers and their respective docu- mentation processes. • Using own funds – the providers and their docu- mentation processes are as follows. (a) Providers – entrepreneurs themselves provide the early-stage financing. (b) Documentation – no formal documentation is required, but keeping clear records of personal investments is advisable. • Involving family, friends and fans – the providers and their documentation processes are as follows.

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BELGIUM Law and Practice Contributed by: Steven De Schrijver and Carl Dotremont, Allegiance Law

(a) Providers – individuals in the entrepreneur’s personal network provide the early-stage financing. (b) Documentation – the respective documenta- tion requirements are: (i) co-shareholders – formal agreements out- lining the terms of co-ownership; (ii) borrowing – clear loan agreements speci- fying terms and conditions; and (iii) win-win loans – documented loan agree- ments with specific conditions (govern- ment support involves annual tax dis- counts). • Crowdfunding – the providers and their documen- tation processes are as follows. (a) Providers – early-stage financing is provided by the general public or private investors through online platforms. (b) Documentation – the process varies by plat- form but typically involves detailed project descriptions, financial plans, and rewards or equity distribution. Regulation (EU) 2020/1503, effective from 10 November 2021, establishes a unified framework for crowdfunding service providers (CSPs) operating digital platforms, facilitating connections between investors and businesses seeking funding by way of loans (lending-based crowdfunding) or acquisition of transferable securities (investment-based crowdfunding). To operate under Regulation (EU) 2020/1503, CSPs must be authorised by their national competent authority and can then extend their services across EU member states. Additionally, Regulation (EU) 2020/1503 imposes operational requirements, including restrictions on inducements, credit risk as- sessments, due diligence on project owners, and investor protection measures such as fair marketing, entry knowledge tests, a reflection period, and the involvement of a licensed pay- ment service provider. • Venture capital – the providers and their documen- tation processes are as follows. (a) Providers – early stage-funding is provided by public and private venture capitalists (business angels). (b) Documentation – comprehensive investment agreements outlining terms, conditions and

expected returns are required. • Corporate loans – the providers and their docu- mentation processes are as follows. (a) Providers – early-stage funding is provided by regional public institutions that support eco- nomic investment initiatives in Flanders, Brus- sels and Wallonia and provide corporate loans that are tailored to SMEs and large companies and do not involve bank loans. (b) Documentation – detailed loan agreements specifying amounts, terms and conditions are required and can be subordinated or non-sub- ordinated. • Bank financing – the providers and their documen- tation processes are as follows. (a) Providers – early-stage financing is provided by various banks offering government-supported options. (b) Documentation – the following respective documentation requirements apply. (i) Investment loans from the European Investment Bank (EIB) – an agreement with the European Investment Bank and partner banks is required. This investment credit scheme includes (in)tangible invest- ments within the EU of less than EUR25 million. It aims to support investment projects by European SMEs with fewer than 250 employees, as well as mid-sized enterprises with fewer than 3,000 employ- ees. (ii) Guarantee schemes – detailed agreements outlining guaranteed amounts by the gov- ernment and conditions are required. • Non-bank financing (leasing) – the providers and their documentation processes are as follows. (a) Providers – early-stage financing is provided by credited leasing companies. (b) Documentation – formal leasing agreements, with on-balance and off-balance leasing options, are required. Each financing option has its specific requirements and documentation procedures. Entrepreneurs should carefully consider the terms and conditions of each source and engage legal and financial professionals to ensure clarity and compliance with financial regula- tions.

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BELGIUM Law and Practice Contributed by: Steven De Schrijver and Carl Dotremont, Allegiance Law

2.4 Venture Capital Venture capital funds secure their funding predomi- nantly from family offices, private funds and individual angel investors. Although less common, additional investors in venture capital funds may include govern- ment-backed institutions and investment companies, such as Noshaq, Participatiemaatschappij Vlaanderen NV, Limburgse Reconversiemaatschappij NV, Federale Participatie-en Investeringsmaatschappij NV and Bel- gian Growth Fund Comm V. 2.5 Venture Capital Documentation Belgium does not have specific nationwide regulations or standards governing venture capital documenta- tion. The structuring and documentation of venture capital deals must be in line with general contractual and corporate law and typically depends on negotia- tions between the parties involved – investors, start- ups and legal professionals. 2.6 Change of Corporate Form or Migration Belgian corporate law offers a highly flexible frame- work for organising companies, eliminating the neces- sity for start-ups to undergo changes in their corporate structure as they progress in development. Notably, even a private limited liability company (BV/SRL) can be listed on a securities exchange, enhancing the ver- satility of Belgium’s corporate landscape. Given Belgium’s appeal as a conducive home for companies across all developmental phases, the need to migrate to another jurisdiction is infrequent. Only if a start-up plans significant international expansion might it explore options that facilitate global opera- tions, such as setting up subsidiaries in other juris- dictions. 3. Initial Public Offering (IPO) as a Liquidity Event 3.1 IPO v Sale Belgium primarily emphasises its support for SMEs, a sector that may not find significant advantages in IPOs. Consequently, Belgian companies often turn to private equity transactions or other funds as a means of securing funding and enhancing their financial

standing. IPOs are notably infrequent as an exit strat- egy in Belgium. Although the IPO is widely acknowledged as a pres- tigious and lucrative way to gather funds, second- ary sales and trade sales are frequently favoured for achieving a complete exit by shareholders. In contrast to the IPO, where shareholders often retain their posi- tions, secondary sales and trade sales tend to result in a complete exit for shareholders. Dual-track processes are typically adopted by inves- tors seeking optimal flexibility and fostering competi- tive tension between the M&A and IPO paths. Owing to the substantial internal resources required, dual- track processes are generally reserved for companies exceeding a certain minimum size threshold. 3.2 Choice of Listing Euronext Brussels Euronext is a pan-European exchange that com- bines the stock exchanges of Amsterdam, Brussels, Lisbon and Paris into a single market. Euronext also has representatives in Germany, Switzerland, Spain and Italy. From young, growth-oriented companies to long-established enterprises, Euronext offers various types of markets with multiple entry points to provide issuers with a tailor-made listing offer. Euronext Brussels is cited as a centre of excellence in biotech and has distinguished itself in regulated real estate companies. If the company is active in these sectors, listing on Euronext Brussels may be strategic because of the knowledge and investor community present. If the company already operates in Belgium, it may be familiar with local regulations and Euronext Brussels listing requirements. This can ease the pro- cess of an IPO compared with exploring a foreign exchange. Euronext has recently invested in new technologies to automate the trading of financial products and has indicated its desire to grow by attracting new com- panies to list their shares on the exchange. Although there are challenges, such as regulatory issues and growing competition from other exchanges, Euronext Brussels has a strong position as a major player in the

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BELGIUM Law and Practice Contributed by: Steven De Schrijver and Carl Dotremont, Allegiance Law

Belgian economy and as part of the European stock exchange. Primary Equity Markets on Euronext Brussels Euronext Brussels classifies issuers into three com- partments based on their market capitalisation: • compartment A (large capitalisations) – issuers with a market capitalisation exceeding EUR1 billion; • compartment B (medium capitalisations) – issuers with a market capitalisation ranging from EUR150 million to EUR1 billion; and • compartment C (small capitalisations) – issuers with a market capitalisation less than EUR150 mil- lion. Alternative Trading Platforms Euronext Growth (formerly Alternext) is designed for mid-cap companies, offering a less stringent regu- latory environment to avoid International Financing Reporting Standards publication requirements. It maintains rules for investor transparency and protec- tion. Euronext Access (formerly Free Market) is a non- regulated trading facility with significantly relaxed requirements for SMEs – for example, on free float and transparency. Foreign Listings in Belgium While listings of foreign companies in Belgium are lim- ited, exceptions include notable companies such as argenx (BEL 20 index member), Shurgard Self-Stor- age, Brederode and Acacia Pharma. Some foreign companies also have secondary listings on Euronext Brussels, including Ahold Delhaize, Aperam (BEL 20 index constituent), ENGIE, Euronext, ING Groep, Saint-Gobain, Suez and Total. These foreign listings constitute less than 15% of the total listed companies. 3.3 Impact of the Choice of Listing on Future M&A Transactions The decision to list on a foreign exchange does not impede the possibility of a future sale. Belgian cor- porate law and financial law will still govern minority squeeze-out rules and other corporate restructuring measures, regardless of a foreign listing. Neverthe- less, managing transactions across two or more juris-

dictions does introduce additional complexities to the process of a future sale.

4. Sale as a Liquidity Event (Sale of a Privately Held Venture Capital- Financed Company) 4.1 Liquidity Event: Sale Process The sale of a company held by venture capital is often orchestrated as an auction, strategically harnessing competitive tension to its maximum potential. A posi- tive correlation can be established between the use of competitive auctions and the transaction value. More than three out of four transactions with values exceeding EUR100 million are preceded by a com- petitive auction. In contrast, only one in three transac- tions with values between EUR10 million and EUR100 million involve such auctions, and competitive auc- tions occur in less than one in five transactions valued below EUR10 million. In the present market landscape, initiating bilateral negotiations from the outset is the exception rather than the rule. It is important to note, however, that not every auction maintains its competitive intensity until the final phase. In numerous instances, only a handful of bidders remain actively engaged until the closing stages, and – occasionally – certain bidders success- fully secure exclusivity. 4.2 Liquidity Event: Transaction Structure The typical structure for the sale of a privately held technology company involves the sale of shares, as corporate capital gains on shares are 100% tax- exempt as long as the following conditions are met. • Subject-to-tax condition – the shares in question from which the dividends derive must fulfil the dividends-received deduction conditions. • One-year holding period – the company must hold the shares for an uninterrupted period of at least one year. • Participation condition – an implied minimum par- ticipation threshold of at least 10% or an acquisi- tion value of at least EUR2.5 million in the share capital is required.

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