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WELCOME

Astrea provides specialized legal advice to private companies, entrepreneurs and public authorities

Legal issues are rarely limited to a single area of law.

Astrea is an independent law firm with more than 35 lawyers, each with their own area of specialization. Together, they provide assistance in any area of law that might be required by private companies, entrepreneurs or public authorities.

Our firm's broad-based composition allows us to offer a comprehensive approach. Based on the individual client's needs and the specific issues at hand, we assign a customized team of specialist lawyers to each case. This enables us to consider every relevant area of law and provide the most efficient solution.

A unique blend of passion and respect is the strength of the Astrea team. Every team member has a client-oriented and client-driven approach. We respond quickly, and we work in a proactive and pragmatic way. Quality is essential, but we also aim to be as cost-efficient as possible.

NEWS

DIETER VEESTRAETEN CONTRIBUTED THE BELGIAN CHAPTER TO THE INTERNATIONAL COMPARATIVE LEGAL GUIDE TO LENDING & SECURED FINANCE 2019

11.4.2019

Astrea Banking & Finance Partner Dieter Veestraeten has contributed the Belgian Chapter 33 of the International Comparative Legal Guide (ICLG) to Lending & Secured Finance 2019 (7th edition).

This guide provides corporate counsel and international practitioners with a comprehensive worldwide legal analysis of the laws and regulations of lending and secured finance.  The Country Question and Answer Chapters give a broad overview of common issues in the laws and regulations of this practice area in 51 jurisdictions.

All chapters are written by leading lending and secured finance lawyers and industry specialists. 

Read the complete chapter written by Dieter Veestraeten: ICLG Lending & Secured Finance - Chapter 33: Belgium.

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STEVEN DE SCHRIJVER CONTRIBUTES ARTICLE ON OPEN SOURCE SOFTWARE TO THE EXPERT GUIDE: MERGERS & ACQUISITIONS 2019

11.4.2019

Technology and M&A partner Steven De Schrijver has contributed an article entitled “Open Source Software: how to avoid its perils in M&A?” to the Expert Guide: Mergers & Acquisitions 2019 which was published by Corporate LiveWire.

Open Source Software (OSS) has become widespread in mod­ern software development. In this article, Steven discusses the issues and complications surrounding this important technological development which must be carefully considered when entering into an M&A deal.

Corporate LiveWire’s Expert Guides feature contributions from industry experts from around the globe covering topics such as regulatory changes and compliance issues, interesting trends and opportunities, regional or national market composition, and recent or landmark case studies. The Expert Guide: Mergers & Acquisitions provides business owners and investors with an insight on recent developments within the area and offers extensive analysis across various industries whilst also being used as a resource for reference both now, and in the future.

Read here Steven’s full article on Open Source Software.

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ASTREA ADVISED ON BELGIAN LAW ASPECTS OF UNITANK SALE TO DIF AND ASI

15.3.2019

Astrea partners Dieter Veestraeten and Steven De Schrijver have advised on the Belgian law aspects of a transaction involving the signing of an agreement on the sale of 100% of the shares in UNITANK to DIF’s Core Infrastructure Fund I and Aberdeen Standard Investments’ SL Capital Infrastructure II SCSp.

You can read the full article on this transaction here.

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NEW BELGIAN CODE OF COMPANIES AND ASSOCIATIONS APPROVED!

7.3.2019

On 28 February 2019, the Belgian parliament approved the new Code of Companies and Associations (in dutch: Wet tot invoering van het Wetboek Vennootschappen en verenigingen, abbreviated: WVV)

The new Code is a real ‘game changer’, focussing on modernisation and increasing flexibility of the Belgian organizational rules governing both companies and associations.

Are you an entrepreneur, planning on incorporating a new Belgian company or association? Are you a multinational company with activities in Belgium? Do you wish to do a merger, split or restructuring? Are you intending an acquisition of a Belgian company or set-up a joint-venture with a Belgian company? Or are you involved in a shareholders dispute or concerned about your director’s liability ?

As of 1 May 2019, a complete set of new rules shall apply to – inter alia – all the above issues. These rules will gradually enter into force and will thus have to be implemented in the coming months/years.

The Astrea Corporate Team has followed closely the creation of the new Code and would be happy to advise you on how the new Code may impact your activities, plans or organisations and how to cope with issues and seize opportunities which the new Code offers.

Did you know for instance that:

… only a handful of company forms will survive after the modernisation (i.e. public limited liability company, private limited liability company, cooperative limited liability company and the civil partnership) and that all other company forms will be abolished?

… most modifications are made to the private limited liability company (BVBA/SPRL), which will be remodelled and renamed (in Dutch: besloten vennootschap/  in French: société à responsabilité limitée)  which should become the most common Belgian company form providing far reaching flexibility both with respect to directorship and shareholdership?

… the incorporation of such a private limited liability company no longer requires a minimum amount of capital contribution, but the founders will need to provide for sufficient equity in view of the contemplated activities?

… multiple voting rights are made possible in the public limited liability company (NV/SA) and in the private limited liability company (BV/SRL), without any restrictions on the number of voting rights you can give to one share and that is also possible to have shares with voting rights only for specific issues?

… the governance rules for companies were thoroughly remodelled, whereby: a public limited liability can now opt for only one director, the rules for written resolutions were simplified, the “ad nutum” (‘at any time’) termination principle for directors in a public limited liability company is no longer an absolute must, the conflict of interest rules have been modified and also that the maximal exposure for directors (director’s liability) is being limited?

… the rules with respect to share capital for companies having legal personality (minimum share capital, distribution of dividends, capital increase and decrease, acquisition of own shares (buy-back), financial assistance) were thoroughly simplified;

… Belgium will switch to the statutory seat regime, as a result of which it will no longer be necessary to conduct activities in Belgium in order for Belgian law to be applicable;

… the new Code will provide for a more efficient mechanism to resolve shareholders disputes?

... company law and the law of associations will be implemented in one single code, making it possible to adequately align the governing rules without impacting the unique character of the non-profit sector?

Should you have any questions with respect to the new Code of Companies and Associations, please do not hesitate to contact us for more information!

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ASTREA ADVISED DOUBLEVERIFY INC. ON ITS ACQUISITION OF BELGIAN DIGITAL VIDEO TECHNOLOGY COMPANY ZENTRICK

26.2.2019

Astrea was pleased to advise DoubleVerify Inc., headquartered in New York, and its private equity backer Providence Equity Partners, one of the world’s premier private equity firms and a leading investor specialized in the media, communications, education and information industries, on its acquisition of Zentrick, a Belgian digital video technology company that provides middleware solutions to drive the seamless execution and performance of online video advertising for the world’s largest brands, platforms and publishers. DoubleVerify Inc. is the leading independent provider of marketing measurement software and analytics in a rapidly-growing market segment. The transaction was completed as an all cash, all stock offer on 15 February 2019.

A press release with regard to this transaction can be found here: https://globenewswire.com/news-release/2019/02/20/1738072/0/en/DoubleVerify-Acquires-Digital-Video-Technology-Company-Zentrick.html.

The Astrea team was led by Steven De Schrijver, who has built a strong reputation on Belgian tech M&A transactions over the last 25 years. Some of his other recent transactions include the investment by Horizon Ventures, a venture capital firm based in Hong Kong, in the Belgian start-up Cloudalize, a cloud platform for running GPU-accelerated applications on demand, and (together with finance partner Dieter Veestraeten) the acquisition by Alpina Capital Partners LLP, an owner-managed, independent technology investment firm with approximately €300m in assets under management, of a majority interest in Objective International, a well-established Belgian company specialized in the process and discrete manufacturing execution system (“MES”) and warehouse management system (“WMS”) sector. Objective is a new addition to Germanedge, Alpina Partners’ buy-and-build strategy in the MES space.

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