CORPORATE & FINANCE
ACQUISITIONS / JOINT VENTURES
Astrea’s Corporate & Finance department has extensive experience in overseeing national and international transactions, such as:
- Mergers and demergers
- Transfers of shares and assets
- Management buy-outs (MBOs), financed, if necessary, with loan capital (i.e. leveraged buy-outs or LBOs
- Establishing joint ventures, consortia and economic joint ventures
- Restructuring, reorganizations and disinvestments
The M&A team supports its clients in a practical and pro-active manner, whether they are buying or selling, and does so before, during and after the transaction. A multi-disciplinary team offers our clients specialised advice with regard to due diligence, determining and implementing the most appropriate structure and financing the transaction.
We assist our clients with all possible aspects of company law, financial law, tax law, labour law, property law, competition law and commercial law, including the following agreements and strategies:
- Non-disclosure agreements
- Letters of intent
- Acquisition agreements with appropriate representations and warranties
- Shareholders’ and management agreements
- Incentive mechanisms
- Exit strategies
- Integration processes
Due to our comprehensive network of foreign law firms, financial experts, environmental experts, trademark or patent offices, etc., we are able to bring together and coordinate skills from various disciplines in order to bring both national and international transactions to a successful conclusion.
START-UP AND VENTURE CAPITAL
Astrea is an entrepreneurial law firm that focuses on business owners. We understand start-up and growth companies like no other firm. We are constantly in search of the most efficient, flexible and business-oriented solutions.
Our Corporate & Finance department advises start-up and venture capital investors and the entities in which they invest or wish to invest, from the time of investment until their exit, by assisting them with:
- due diligence
- negotiating their capital entry
- structuring and financing their participating interest
- advice on financing rounds, refinancing or their exit
- drafting of participation and investment agreements, consortium agreements or option agreements
- issue of convertible and other bonds, debentures and warrants.
We handle all Belgian law aspects of structuring, fundraising, securities, management fees, employee participation, investment, spin-offs, buy-outs or buy-ins (with or without external financing) and exit through stock exchange listing, refinancing, secondary buy-out or normal sale.
We work closely with foreign law firms or financial experts, where necessary, to bring the transaction to a successful conclusion.
CAPITAL MARKETS AND SECURITIES LAW
Our Corporate & Finance department assists listed and unlisted, Belgian and foreign issuers, investment banks, underwriters and shareholders in the Belgian securities law aspects of all capital market transactions:
- Initial public offerings (IPOs): advice on the choice of an appropriate structure and market place, drafting the prospectus, due diligence and preparing legal documentation
- Secondary issues and placements: advice on the legal aspects of public issues with prospectus requirements, capital increases, private placements and stock exchange sales of privately issued shares
- Issue of convertible bonds, debentures or warrants drafting conditions for the conversion, approval process by shareholders, drafting the prospectus and the issue itself, with or without subsequent stock exchange listing
- Privatisation and squeeze-out transactions: advice on the reorganisation of listed companies, including squeeze-out transactions
- Transparency and corporate governance: advice on compliance with the stringent regulations on transparency, publicity, provision of information, misuse of inside information and corporate governance.
ADVICE AND DISPUTES CONCERNING COMPANY LAW
Astrea’s Corporate & Finance department advises companies, shareholders, directors and business leaders on a broad range of company law matters, including:
- incorporating and structuring companies, subsidiaries and branch offices
- the rights, obligations and liability of directors, officers and shareholders
- all possible aspects of corporate governance
- conflicts of interest
- compliance with company law
- disputes among directors, between directors and shareholders or among shareholders
In addition to our company law advisory practice and our transactional practice, we also have broad expertise and experience in resolving disputes relating to company law. We regularly represent Belgian and foreign companies, directors, minority and majority shareholders, buyers and sellers in disputes before Belgian courts or arbitration tribunals. Among other things, these disputes may relate to:
- shareholders’ rights
- directors’ and officers’ liability
- annulment of management body minutes
- warranties in relation to mergers and acquisitions
Our clients’ business and strategic interests are always paramount and although we try to avoid legal disputes as far as possible, we are known for acting quickly and efficiently, where necessary, to protect and enforce our clients’ rights before the competent courts.
FINANCIAL AND BANKING LAW
Astrea’s Corporate & Finance department provides our clients with specialised financial and banking law advice in relation to a broad spectrum of financing transactions.
We act for companies, banks, venture capital funds and authorities in their capacities as lenders or borrowers in a broad range of banking and financial matters, ranging from ordinary corporate financing and financing in relation to mergers, acquisitions and restructuring to specialised property and project financing. We advise them on their Belgian and/or international loan documents and securities to safeguard their lending operations.
We often work together with our Taxation and Administrative/Property Law departments for this purpose in order to provide clients with an all-inclusive service. If these transactions have an international element, we also work closely with our network of international law firms that we have built up over the years.
INCORPORATION OF COMPANIES AND CORPORATE ACCOUNTING
Do you intend incorporating a company in Belgium? With the assistance of our Corporate & Finance department you can choose a legal form that is tailored to your needs and objectives. We will assist you in drafting all legal documentation for a successful start.
- preparing the articles of association
- preparing powers of attorney and proxies
- contact with the civil-law notary and company auditor/chartered accountant
- filing documents with the Crossroads Bank for Enterprises and the Commercial Register
- publishing documents in the Belgian Official Journal
Even after start-up, we offer advice and support in areas such as:
- appointing, dismissing and replacing managers, directors and auditors
- amending the articles of association
- preparing minutes of general meetings and meetings of the board of directors
- preparing special reports (e.g. in case of a loss of authorised capital)
- convening board meetings, extraordinary or special general meetings
- providing advice
- filing the appropriate forms for publication
For all other legal aspects that may be relevant when you set up a new company (e.g. recruitment of personnel, entering into leases, tax formalities, protection of intellectual property), our Corporate & Finance department works closely with Astrea’s other departments.