BELGIUM Law and Practice Contributed by: Steven De Schrijver, Allegiance Law
transaction and draft advice to each govern- ment involved. It should at least include a specific risk analysis. The duration of this phase varies based on the complexity of the transaction and the number of governments involved. If a competent ISC member deems an FDI to have potential implications, they notify other ISC members and prepare a draft opinion shared with the foreign investor and target companies. The parties involved can provide comments within 30 days, followed by a hearing within ten days. Each ISC member drafts a final opinion (posi- tive or negative), potentially including mitigating measures. Negotiations occur, leading to a bind- ing agreement. Competent ministers and college members make preliminary decisions based on ISC opinions. These decisions are conveyed to the ISC Secretariat, which combines them into a final decision: approval, approval with mitigating measures, or refusal if the impact is non-remedi- able and at least one competent authority pro- vides negative advice. Certain actions suspend time periods, and complex investments can extend the ISC advisory period to two months. 7.4 National Security Review/Export Control Besides the screening of foreign investments listed in 7.3 Restrictions on Foreign Invest- ments , Belgium enforces EU regulations on export controls, applicable at both federal and regional levels (including the Flemish, Walloon and Brussels-Capital Regions). The country is part of international regimes such as the Wasse- naar Arrangement, the Nuclear Suppliers Group, the Australia Group, the Missile Technology Con- trol Regime, and the Zangger Committee. Dual-use goods, military items and cultural goods are subject to export controls. The regu-
latory framework involves various laws, such as the EU Dual-Use Regulation, and regional decrees. The application process for export licences varies by region and denial decisions can be appealed administratively. Violations incur civil or criminal penalties, including fines, imprisonment and licence revocation. Mitigation is possible under certain conditions. Belgium lacks a specific procedure for voluntary self-disclosure but considers it when determin- ing penalties. Specific restrictions on exports to countries such as China, Israel, Turkey, Pakistan, Saudi Arabia and the UAE are maintained – each subject to particular conditions and considera- tions. Authorities do not publish public lists of denied entities, but some regions have specific policies regarding certain export restrictions. 7.5 Antitrust Regulations The relevant legislation governing merger control in Belgium is found in Book IV of the Code of Economic Law, the Royal Decree of 30 August 2013 on the notification of concentrations, and the EU Merger Regulation. The scope of legisla- tion covers mergers where independent under- takings merge, acquire control over another undertaking or form full-function joint ventures. The definition of “control” is broad, including the acquisition of minority shareholdings. The jurisdictional thresholds for notification require an aggregate Belgian turnover exceed- ing EUR100 million and individual turnovers of at least EUR40 million for at least two parties. The Belgian Competition Authority may investigate non-notifiable mergers if they potentially consti- tute an abuse of a dominant position. Book IV of the Code of Economic Law does not apply to concentrations falling under the EU Merger Regulation, except for specified cases. Man- datory filing is required for concentrations that
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