BELGIUM Law and Practice Contributed by: Michel Bonne, Hannelore Matthys and Virginie Lescot, Van Bael & Bellis
shared during negotiations or the due diligence process, unless sufficient non-disclosure and/or “clean team” arrangements are in place. Upon notification, the Belgian Competition Authority will assess whether the transaction could sig - nificantly impede effective competition in the relevant market. This may be the case when the proposed concentration could create or strengthen a dominant position in the market for the company involved. The notification to, and approval by, the Belgian Competition Authority is subject to a payment by the notifier of a flat fee of EUR52,350 for an ordinary merger filing procedure and EUR17,450 for a simplified merger filing procedure. These amounts are increased by the consumer price index applicable on the month of notification. The consumer price index is published monthly by the Belgian Statistics Office, Statbel. EU Merger Control Transactions between companies active on an EU or worldwide scale are likely to meet the European turnover thresholds. In that case, the parties must notify the proposed concentra - tion to, and obtain approval from, the European Commission, which is exclusively competent to deal with concentrations with an EU dimension. The employer must inform (and under certain circumstances also consult) the works council or, in its absence, the trade union delegation or, in its absence, the committee for prevention and protection at work, prior to any publication of the decision regarding a merger, demerger, transfer or acquisition of all shares in the company or its assets. In the absence of an employee repre - sentative body, the employees should be directly informed about most transactions (for example 2.5 Labour Law Regulations Information and Consultation
a merger or demerger). In the case of a transfer of a minority of shares, an information obligation may apply towards the employee representative body if that decision has an important impact on the company. In case of an asset deal that qualifies as a transfer of undertaking in going concern under Collective Bargaining Agreement No 32bis (CBA 32bis), the transferee (ie, the new employer) can under certain circumstances also be involved in the information and consultation procedure. However, the consent of the employees’ rep - resentatives is not required. The employees’ representatives cannot change the employer’s decision or obstruct the negotiations or the transaction. The information (and consultation) must relate to the economic, financial or technical factors of the proposed transaction and the economic, financial and social implications thereof for the company and its employees and the envisaged measures in relation to the employees (ie, reper - cussions on their employment), the organisa - tion of their employment, and the employment in general. A consultation involves an exchange of views between the management and the employees’ representatives, on the occasion of which the representatives may ask questions and voice any criticism, suggestions or objec - tions. Violation of these information and consultation rights may lead to administrative or criminal sanctions. Protection of Employees Against Dismissal In the case of a share deal, the employees’ situ - ation is not affected since the employer remains unchanged. Consequently, the general employ - ment termination rules should be complied with
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