Technology M&A 2025

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

8. Recent Legal Developments 8.1 Significant Court Decisions or Legal Developments Besides the screening of foreign investments listed in 7.3 Restrictions on Foreign Invest- ments , there are multiple legal developments affecting the Belgium M&A landscape. New Belgian B2B Rules The Belgian Act of 4 April 2019 entered into force on 1 December 2020 and its effects are not yet fully known. It introduced a set of rules on prohibited B2B contract clauses that apply to all B2B agreements, except those for financial services. It therefore includes M&A contractual arrangements. The rules include a general fairness principle, a black list of clauses that are deemed always abusive, and a grey list of clauses deemed abu- sive unless proven to the contrary. A clause may be deemed abusive if it creates on its own, or together with other clauses, a clear imbalance between the rights and obligations of the parties that is of a legal and not an economic nature. The core clauses of agreements, such as those on price, fall outside the scope of this balance test. If a clause is deemed abusive, it will be declared null and void. The new set of rules must be taken into account when drafting M&A agreements. As there is only a little jurisprudence so far, it is currently uncer- tain how strictly these provisions will be inter- preted by courts. New Belgian Civil Code The New Belgian Civil Code with an updated Belgian contract law entered into force on 1 Jan- uary 2023, thereby impacting M&A agreements. Existing templates must be reviewed with regard

the work must also fall within the parameters of the employment contract. Furthermore, Belgium does not have a “work for hire” regime, which implies that if someone is commissioned to create a work for a company (such as a logo or website design), the individual author(s) will automatically hold the copyright to that work. Consequently, proper due diligence should be performed on IP clauses in work rules, employment contracts or other agreements such as consultancy agreements. In contrast, although the law around IP rights in software, databases and semiconductor topog- raphies (chips) is based on copyright, the issue of software creations in an employment context is regulated completely differently. The basic principle here is that the employer is presumed to acquire the property rights to software, data- bases and topographies unless the employer and the employee have agreed otherwise. Thus, in these particular contexts, there is a legal pre- sumption of transfer of IP economic rights to the employer. It is up to the employee to provide evidence that the presumption does not apply – for example, because the work was not created under the employment contract. 7.7 Currency Control/Central Bank Approval Currency Control The European Central Bank regulates the euro and keeps inflation under control. Central Bank Approval No central bank approval is necessary unless specific cases of M&A arise within the insurance and credit sectors.

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