BELGIUM Law and Practice Contributed by: Steven De Schrijver, Allegiance Law
surpass the turnover thresholds. Notification of concentrations must be submitted to the Com- petition Prosecutor General before the transac- tion is finalised, with no exceptions to this rule. 7.6 Labour Law Regulations Acquirers should primarily be cautious about the following topics in an M&A transaction. Approval or Information/Consultation Requirements In an asset sale In the event of an asset deal, whether through a transfer ut singuli or a transfer under a Bel- gian Code on Companies and Associations procedure, meeting the criteria for a transfer of undertaking as defined by Collective Bargaining Agreement (CBA) No 32bis triggers the obliga- tion to inform and engage employees. In a share sale The duty to inform and consult employees, among other responsibilities, materialises when a share transfer results in a concentration or implies a significant structural change under negotiation by the company. Concentration is recognised when a transfer of shares confers control upon the buyer over a formerly autono- mous company, triggering the obligation for both the acquiring entity (buyer) and the target com- pany (subject to control acquisition) to inform and consult. Parties to be informed The determination of who should be informed and/or consulted hinges on the presence of employee representation bodies within the company in question. At the national level, the key employee representation bodies include the Works Council ( Ondernemingsraad/Conseil d’entreprise ), the trade union delegation ( syn- dicale afvaardiging/délégation syndicale ), and
the Committee for Prevention and Protection at Work ( Comité voor Preventie, en Bescherm- ing op het Werk / Comité pour la Prévention et la Protection au Travail ). In the absence of a Works Council, social dialogue occurs at the level of the trade union delegation. If neither of these bodies exists within the com- pany, the Committee for Prevention and Protec- tion at Work becomes the designated employee representation body that must be informed and consulted regarding the transaction. If, howev- er, there are no employee representation bod- ies at the company (or companies) in question, the obligation to inform and consult individual employees about the (contemplated) transaction does not apply unless the transaction qualifies as a transfer of undertaking within the meaning of CBA No 32bis. Timing and procedure in an asset and share sale Employees have the right to be informed, obli- gating employers to share transaction details for employees to understand the company’s socio- economic context. Timing-wise, employee rep- resentative bodies should receive information before any public announcement of a concrete proposal for a transaction decision – typically just before finalising the acquisition agreement. Regardless, the information provision and con- sultation process must be concluded before the final decision on the transaction. Consultation aims to foster dialogue between employee representatives and the employer concerning the transaction, sparking debate on whether this duty applies only to employment- impacting transactions. For transfers under CBA No 32bis, in the absence of representative bodies, individual
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