BELGIUM Law and Practice Contributed by: Michel Bonne, Hannelore Matthys and Virginie Lescot, Van Bael & Bellis
3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments New Belgian Civil Code Within the framework of the modernisation of Belgian civil law, a new Civil Code is being adopted book by book. Certain new books of the Civil Code are also relevant for M&A trans - actions, in particular the transaction documents (this is, for example, the case for the new books on contract law, property law and extra-contrac - tual (tort) liability). The new property law entered into force on 1 September 2021, whereas the new book on contract law applies to agreements entered into as of 1 January 2023 (unless oth - erwise agreed between the contracting parties) and the new book 6 on extra-contractual (tort) liability applies to acts that may give rise to liabil - ity and that occurred after 1 January 2025. Transposition of the EU Corporate Sustainability Reporting Directive (CSRD) On 28 November 2024, Directive (EU) 2022/2464 as regards corporate sustainability reporting (CSRD) was transposed into Belgian law. The CSRD aims to modernise and strengthen the rules governing the social and environmental (ESG) information that companies must disclose. Belgian legislation largely integrates the require - ments of the CSRD, it being understood that there are restrictions to the disclosure obligation for information that could harm the commercial interests of the company. The CSRD reporting obligations are being introduced gradually and initially apply only to large companies and pub - lic-interest entities. New Code of Conduct for SME-Financing In February 2024, a new “Code of Conduct for SME-financing” entered into force. The Code of Conduct replaces the previous 2018 version and
provided that they meet the notification thresh - old. Investors from other EU member states are not targeted by the mechanism. Conversely, the mechanism may have a considerable impact on non-EU investors envisaging investing in Belgian companies. The mechanism also cap - tures investments by non-EU investors investing through EU entities. Also in this context, gun-jumping must be avoid - ed. When applicable, obtaining ISC approval is therefore typically included as a condition prec - edent to closing. In addition, the ISC is authorised to launch an ex officio review of recently completed transac - tions. Further, the Region of Flanders still has a safe - guard mechanism which would allow for the annulment of foreign investments in certain Flemish public authorities and institutions for the protection of public security. The scope of the mechanism is therefore limited. The mechanism is triggered when a non-EU or non-EEA person obtains control or decision-making power over an institution which is capable of endangering Flemish strategic interests. In such cases, the mechanism would allow the Flemish govern - ment to annul, suspend or declare a transaction inapplicable. It would also be free to determine the scope and consequences of its decision on a case-by-case basis and based on sufficiently justified grounds. However, it is widely con - sidered that this Flemish mechanism has now become inoperable due to the entry into force of the national FDI screening mechanism.
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