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UPDATES

STEVEN DE SCHRIJVER CONTRIBUTES ARTICLE ON XAAS FOR WHO’S WHO LEGAL

30.1.2019

Astrea corporate and technology partner Steven De Schrijver has contributed an article entitled “Xaas: the legal implications of the inevitable evolution towards an integrated, service-based business model” to the Data section of the Who's Who Legal website.

In this article, Steven De Schrijver discusses the rapidly evolving “anything-as-a-service” business, its benefits and drawbacks and the legal challenges it raises.

You can access this article through the following link: Xaas: the legal implications of the inevitable evolution towards an integrated service-based business model.

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STEVEN DE SCHRIJVER RECOGNISED BY WHO’S WHO LEGAL AS GLOBAL ELITE THOUGHT LEADER

14.1.2019

Our Technology and M&A partner Steven De Schrijver is again recognised by Who's Who Legal as “Global Elite Thought Leader” (EU) in 4 categories: “IT”, “Data Privacy & Protection”, “Data Security” and “Telecoms & Media”. He is called “the number-one IT lawyer in Belgium” and sources say “he has got a great understanding of his client's business, which proves indispensable in the area of personal data”.

Congratulations Steven! A well-deserved recognition...

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THE BELGIAN COMPETITION AUTHORITY ENGAGES WITH CRUCIAL ISSUES ON SPORTS AND COMPETITION LAW

11.1.2019

In a preliminary assessment it was held that certain rules of the FEI (Federation Equestre International) regarding jumping events are anti-competitive. Firstly, this assessment argues that the FEI approval procedure for organizing horse racing events is opaque, giving the FEI such a discretionary power that the organization of new jumping events can be delayed or prevented. Secondly, it is argued that excessive sanctions for participation in non-accredited events of athletes, horses and officials infringes their commercial liberty and is anti-competitive. Thirdly, also the FEI rule enabling an event organizer to postpone or block the organization of a competing event is challenged. The decision contains interesting statements on regulatory powers of sports governing bodies to pursue goals such as integrity of sports and competitions, athletes’ health and well-being, and public health. After the FEI brought its regulations in line with these preliminary findings, the Investigation and Prosecution Service decided to end its investigation. The full text of the decision is only available in French. See https://www.bma-abc.be/sites/default/files/content/download/files/abc-2018-pk-41-aud_pub.pdf

For any questions on sports or competition law, do not hesitate to contact Pieter Paepe (ppa@astrealaw.be) or your usual contact at the firm. 

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STEVEN DE SCHRIJVER AND RUDI DESMET PUBLISH BELGIAN CHAPTER IN “GETTING THE DEAL THROUGH – TECHNOLOGY M&A 2019"

4.12.2018

Astrea partners Steven De Schrijver and Rudi Desmet have contributed the Belgian chapter in “Getting the Deal Through – Technology M&A 2019”, which has been published by Law Business Research.

Getting the Deal Through (‘GTDT’) works with many of the best lawyers and law firms in the world to bring together a unique legal information resource, written by experts on each subject area, in every significant jurisdiction.

GTDT uses a simple and concise Q&A format to help users find information quickly and efficiently, covering over 80 practice areas spanning competition & regulatory, dispute resolution & litigation, tax, white collar crime, IP, corporate, commercial, banking & finance, infrastructure & transport, energy & natural resources, insurance and compliance.

The purpose of GTDT’s first edition of the “Technology M&A” guide is to provide an overview of the various factors affecting technology M&A transactions across various jurisdictions.

Read here the complete Belgian chapter published by Steven De Schrijver and Rudi Desmet: “Getting the Deal Through - Technology M&A 2019 - Belgium”.

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STEVEN DE SCHRIJVER PUBLISHES BELGIAN CHAPTER IN “THE PRIVACY, DATA PROTECTION AND CYBERSECURITY LAW REVIEW"

16.11.2018

Astrea corporate and technology partner Steven De Schrijver has published the Belgian chapter in “The Privacy, Data Protection and Cybersecurity Law Review” (Fifth Edition, Ed. Alan Charles Raul), which has been published by Law Business Research in its “Law Reviews”-series.

The Law Reviews give readers a business-focused insight of some of the key substantive and procedural issues, as well as an analysis of important cases, deals and hot topics in each field of law. They also help practitioners to look beyond their own borders where they may see opportunities to practise ever more actively, exploiting strategic solutions and understanding options in foreign jurisdictions which are different from their home forum.

In the Belgian chapter, Steven discusses the most recent Belgian legislative and regulatory developments with respect to privacy, data protection and cybersecurity law following the entry into force of the GDPR on 25 May 2018 and the new Belgian Privacy Act of 30 July 2018 on 5 September 2018, as well as some recent case law.

Read here the complete Belgian chapter published by Steven De Schrijver: The Privacy, Data Protection and Cybersecurity Law Review - Chapter 6: Belgium

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STEVEN DE SCHRIJVER AND RUDI DESMET CONTRIBUTE ARTICLE TO THE GLOBAL PRACTICE GUIDE OUTSOURCING 2019

16.11.2018

Astrea’s Corporate and M&A partner Steven De Schrijver and Employment Law partner Rudi Desmet have written the Belgian contribution to the Global Practice Guide “Outsourcing 2019”, which is published by Chambers and Partners.

Chambers’ Global Practice Guides provide expert legal commentary on the main practice areas in key jurisdictions around the world.

The guides focus on the practical legal issues affecting business and enable the reader to compare legislation and procedure across a range of key jurisdictions.

In their article, Steven De Schrijver and Rudi Desmet cover the important developments and key points of attention with regard to outsourcing in Belgium.

Please find the article here: Outsourcing 2019 - Belgium.

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MICHA VAN DEN ABEELE CONTRIBUTES TO “THE AUTHENTIC LEADERSHIP ROADSHOW"

9.11.2018

Corporate partner Micha Van den Abeele has contributed to “The Authentic Leadership Roadshow”, an initiative of Oxygen4Leadership. The roadshow is an inspiration for 5000 women in leadership positions and supports women in their personal and professional choices. You will find the video of this interview with Micha here: Interview Micha Van den Abeele.

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WHO’S WHO? BELGIAN UBO-REGISTER RECENTLY STARTED

24.10.2018

As of 31 October 2018, every company, association, foundation, non-profit association or trust incorporated in Belgium will be obliged to register all UBO’s into the new UBO register. UBO's are the natural persons who are the ultimate owner, or who have control over the company, association, foundation, non-profit association or trust. UBO is short for "Ultimate Beneficial Owners”.

For companies, these are (in principle) the physical persons who own directly and/or indirectly (cumulated) 25% or more of the voting rights, the shares or the capital of the company. Also natural persons who control a company in another way (e.g. through arrangements in a shareholders' agreement) are ultimate beneficiaries. If it is not possible to identify the ultimate beneficial owner(s) based on the above, the members of the senior management are considered to be the ultimate beneficial owners.

All such entities (i.e. the “responsible for providing information”) will have to provide the relevant information through the UBO-register ultimately by 31 March 2019. If they fail to do so, the Minister of Finance may impose an administrative fine of EUR 250 to EUR 50,000. The UBO-register has recently been made accessible to all those responsible for providing the infromation.

Our lawyers will be happy to assist you in identifying and correctly categorizing the UBO’s within your company, collecting the correct information and correctly registering them in the UBO-register. We can also advise you on the compulsory communication to the UBO’s themselves.

If you, the directors within your company or the UBO’s of your company would like additional information or guidance on this matter, please contact us via ubo@astrealaw.be or your usual contact person within Astrea.

Below you will find an overview of the most frequently asked questions.

FAQ:

1. Who is considered as ultimate beneficial owner?

The following persons are considered as ultimate beneficial owners of companies:

1. The natural person(s) who has/have direct or indirect ownership of a sufficient percentage of the voting rights or ownership interest in that entity, including through bearer shareholdings. A shareholding of 25 % plus one share or an ownership interest of more than 25 % in the customer held by a natural person shall be an indication of direct ownership or sufficient percentage of voting rights. In case of indirect ownership, the percentage to be taken into account is the weighted percentage.

2. The natural person(s) who control(s) the company by any other means (e.g. shareholders' agreement, the power to appoint members of the management board, veto right);

3. The natural person(s) who hold(s) the position of senior managing official(s), if, after having exhausted all other means of identification, and provided there are no grounds for suspicion, none of the aforementioned persons is identified or if it is not sure that the person(s) identified is/are the beneficial owner(s).

The following persons are considered as ultimate beneficial owners of (international) non-profit associations and foundations:

1. The members of the board of directors;

2. The persons appointed as entitled representatives;

3. The persons in charge of the daily management;

4. The founders of the foundation;

5. The natural persons or, if these persons are not yet been determined, the category of natural persons in whose main interest the (international) non-profit-making association or foundation was set up or operates;

6. Any other natural person exercising ultimate control over the (international) association or foundation by other means.

The following persons are considered as ultimate beneficial owners in the case of trusts, fiduciaries and other similar legal arrangements:

1.  The settlor;

2.  The trustee(s) or trustee(s);

3.  The protector, if any;

4. The beneficiaries, or where the individuals benefiting from the trust have yet to be determined, the category of persons in whose main interest the fiduciary or trust was set up or operates;

5. Any other natural person who, by reason of direct or indirect ownership or by other means, ultimately controls the fiduciary or trust.

2. Who must provide the information?

The following legal entities are required to provide the relevant information to the UBO register: companies, (international) non-profit associations, foundations, trusts, fiduciaries and other comparable legal entities. In practice, it will be the relevant administrative bodies who will be responsible.

3. Can the responsible person for providing information mandate a third party to complete the register in his place?

Yes, two options are possible:

- the "internal mandate" or the Role Management Administration ("RMA"): the legal representative of a those responsible for providing information gives this role to one of the members within the legal entity. This enables such power of attorney to fill in the register instead of the legal representative, in his name and on his behalf; or

- the "external mandate": the legal representative gives a mandate to an external third party to fill in the information on its behalf. Astrea is happy to provide you with these services.

4. Which information must be provided?

Detailed data, the scope of the information obligation for companies* is very extensive. The following information is mandatory:

  • surname and first name;
  • date, month and year of birth;
  • nationality(ies);
  • country of residence;
  • full residential address;
  • date on which he/she became the beneficial owner;
  • national registry or identification number of the Crossroads Bank for Social Security or if unavailable, any similar identifier given by the State in which he/she resides or of which he/she is a citizen;
  • the category or categories of beneficial owner to which he/she belongs;
  • whether he/she fulfils the conditions for qualification as beneficial owner individually or together with other persons;
  • whether he/she is a direct or indirect beneficial owner;
  • if the beneficial owner is an indirect beneficial owner, the number of intermediaries with full identification details; and
  • the extent of the ultimate interest.

*The rules for (international) non-profit associations, foundations, trusts and fiduciaries and comparable legal entities are to a large extent similar, but might differ on certain points.

5. How should the information be communicated?

Electronically, via the online platform of the FPS Finance www.MyMinFin.be, you will be able to log in with an e-ID and communicate the necessary information. If necessary, the communication of information can also be carried out by an authorised representative. If desired, Astrea can assist you in fulfilling these obligations.

6. When should the information be communicated?

Quickly, from the entry into force of the Royal Decree (31 October 2018), all parties responsible for providing information (mainly directors and managers) will in principle have one month to comply with the new rules. However, the administration has already announced that the administrative body has to transfer all the information about the ultimate beneficial owners to the UBO register no later than 31 March 2019. Afterwards, this will have to be done with every change, and will have to be updated at least once a year.

7. Are there exceptions?

Yes, in exceptional circumstances, the beneficial owner may request the Treasury Administration to restrict access to all or part of his/her information in the register. However, the beneficial owner must be able to demonstrate that such access exposes him/her to a disproportionate risk or a risk of fraud, abduction, blackmail, extortion, harassment, violence or intimidation. Restrictions on access to information may also be requested where the beneficial owner is a minor or otherwise legally incapacitated.

8. Who has access to the UBO-register?

(Almost) Everyone. The information in the UBO-register will be accessible to:

  • the competent authorities (including the tax authorities);
  • the entities that must comply with their obligations of vigilance towards their clients as imposed by the anti-money laundering legislation (e.g. financial institutions, banks, accounting firms, lawyers, etc.);
  • each citizen (subject to payment of an administrative cost (to be determined by the Minister of Finance).

However, the third category - "every citizen" - will have limited access to information on the ultimate beneficial owner (first name, date of birth, full address of residence and national register number or equivalent of the beneficial owner will not be publicly accessible).

However, the register will always be consulted without the company concerned or the beneficial owner being informed.

9. Are there sanctions?

Yes, there are three possible infringements, each with an administrative and/or criminal sanction:

  • failure to collect and maintain the required information
  • failure to register the information to the UBO-register (in a timely manner); and
  • the provision of incomplete or incorrect information to the UBO-register.

The Minister of Finance may impose an administrative fine of 250 EUR to 50,000 EUR on the directors and, where applicable, on one or more members of the legal administrative body or of the management committee and on the persons participating in the effective management of the company.

If the first or second infringement is detected, the directors of the company are also punished with a fine of EUR 50 to EUR 5,000 (increased by the multiplayer, eventually of EUR 400 to EUR 40,000).

10. How to be prepared?

As follows, on its website, the FPS Finance already provides the following tips to prepare you for the information obligations:

  • to provide a legal or an authorised representative with an E-ID card who can fill in all the information mentioned in the Royal Decree via the online platform MyMinFin on behalf of your organisation;
  • to identify the category, to which your beneficial owner belongs;
  • to obtain accurate and detailed information on the beneficial owners of your organisation and on all legal entities used by your beneficial owners to control your organisation;
  • to have evidence that your information is adequate, accurate and up to date;
  • to implemented procedures within your organisation so that every change of information on your beneficial owners is transmitted to the UBO register within the month.

Astrea will be happy to guide you through these new regulations.

 

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ASTREA PARTICIPATES IN AIJA HOME HOSPITALITY

7.9.2018

With warm and good memories we look back on last weeks’ AIJA HOME HOSPITALITY. A concept warmly supported by seven lawyers of Astrea, who opened their homes to welcome a total of 30 AIJA members from around the world with delicious, often typical, food and drinks on the Thursday evening of the AIJA Congress in Brussels. This was a unique occasion for all participants to find out about the hospitality and way of life in Belgium.

https://brussels.aija.org/home hospitality

  

 

 

 

 

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STEVEN DE SCHRIJVER CONTRIBUTED THE BELGIAN CHAPTER TO THE INTERNATIONAL COMPARATIVE LEGAL GUIDE TO CORPORATE GOVERNANCE 2018

9.8.2018

Steven De Schrijver of Astrea has contributed the Belgian Chapter 6 of the International Comparative Legal Guide to Corporate Governance 2018 (11th edition).

This guide, which is divided into Country Question and Answer Chapters, covers common issues in corporate governance laws and regulations – including transparency and reporting and corporate social responsibility – in 38 jurisdictions. It provides corporate counsel and international practitioners with a comprehensive worldwide legal analysis of the laws and regulations of corporate governance.

All chapters are written by leading corporate governance lawyers and industry specialists.

Read the complete chapter written by Steven De Schrijver: ICLG - Corporate Governance 2018 - 11th edition

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