BELGIUM Law and Practice Contributed by: Michel Bonne, Hannelore Matthys and Virginie Lescot, Van Bael & Bellis
includes additional transparency and communi - cation obligations towards SMEs. While it mostly repeats the previous code, it also contains a number of formal changes for both banks and companies regarding their roles and responsibili - ties in the context of lending. New Directive on Improving the Gender On 27 December 2022, Directive (EU) 2022/2381 (the “Gender Balance Directive” ) entered into force. The Gender Balance Directive aims at improving the gender balance among directors of listed companies across the European Union by establishing a set of procedural require - ments concerning the selection of candidates for appointment or election to director positions based on transparency and merit. Belgium is already well advanced in this area but will never - theless have to take additional measures to fully comply with the requirements set by the Gender Balance Directive. The deadline for transposing the Gender Balance Directive into national law was 28 December 2024, but Belgium has not yet implemented it. New Legislative Developments for Listed Entities A law of 28 March 2024 amending the BCAC on certain corporate governance matters in listed entities entered into force on 14 April 2024. This new law strengthens the position of independ - ent directors, as well as requires shareholders’ approval in the event of a transfer of a signifi - cant number of assets (ie, a sale of a company’s “crown jewels” ). However, the requirement for a listed entity to have at least three independent directors will only enter into force as from first day of the second financial year beginning after the publication in the Belgian Official Journal. Listed entities whose financial year starts on 1 Balance Among Directors of Listed Companies and Related Measures
January will thus have until 31 December 2025 to comply with this obligation. 3.2 Significant Changes to Takeover Law No significant changes have been made in the past 12 months, or are expected in the coming 12 months, to takeover laws in Belgium. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Prospective acquirers will typically try to build a stake in the target prior to the announcement of a public offer. The main goal of stakebuilding is to deter a third party from launching a competi - tive counterbid. One textbook example is Gilead Sciences’ gradual stakebuilding in Galapagos, which increased from about 10% to almost 30%. Whereas stakebuilding as such is not prohib - ited, the FSMA considers stakebuilding to be a form of insider dealing if the stakebuilding entity envisages launching a public takeover bid when having acquired a sufficiently high stake or in the longer term. 4.2 Material Shareholding Disclosure Threshold Pursuant to Section 6 of the Law of 2 May 2007 on public disclosure of important participations of the issuer of which the shares are admitted to trading on a regulated market (the “Law on public disclosure of important participations” ), the FSMA and the issuer must be notified every time: • an acquirer of securities with voting rights holds (directly or indirectly), as a conse - quence of the transaction, 5% or more of the total existing voting rights;
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