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UPDATES

ASTREA REPRESENTED AT IBA2019 IN SEOUL

8.10.2019

Our International Team Marc Van Looveren, Frederic Verspreeuwen and Steven De Schrijver would like to thank all existing friends & new colleagues from around the world for catching up with Astrea in Seoul at the IBA2019. It has been again fun and fruitful! Looking forward to staying in contact and seeing you all back in Miami next year, if not before.

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STEVEN DE SCHRIJVER AND RUDI DESMET CONTRIBUTED THE BELGIAN CHAPTER TO THE INTERNATIONAL COMPARATIVE LEGAL GUIDE TO OUTSOURCING 2019

31.7.2019

Astrea’s Corporate and M&A partner Steven De Schrijver and Employment Law partner Rudi Desmet have contributed the Belgian Chapter 4 of the International Comparative Legal Guide to Outsourcing 2019 (4th edition).

This guide, which is divided into Country Question and Answer Chapters, covers common issues in outsourcing laws and regulations in 21 jurisdictions – including regulatory frameworks, procurement processes, transfer of assets, employment law, data protection and tax issues, customer remedies, liability and dispute resolution. All chapters are written by leading experts in this particular practice area. 

Read the complete chapter written by Steven De Schrijver and Rudi Desmet: ICLG Outsourcing - Chapter 4: Belgium

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LOUIS VERSTRAETEN PRESENTED AND ANALYSED THE RECENT PLESSERS CASE ON AN INSOLVENCY SEMINAR ORGANIZED BY INSOL EUROPE AND AIJA

19.6.2019

Our insolvency partner Louis Verstraeten presented and analysed the recent Plessers case (European Court of Justice, 16 May 2019, C-509/17) on an insolvency seminar organized by INSOL EUROPE and AIJA in Mallorca on 15 June 2019.

This case has far reaching effects for insolvency restructuring in Belgium. It makes a transfer of a business via a judicial restructuring more challenging and more time consuming. The Belgian legal provision, giving the acquirer of the business an option to choose and justify the employees that would transfer, was declared contrary to European law, in particular the Directive 2001/23 on Transfer of Undertakings and the protection of employee rights.

The case will likewise also affect other restructuring options implemented in other European member states in the recent past as an effort to curb the negative effect of insolvencies on employment.

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STEVEN DE SCHRIJVER CONTRIBUTES TO THE IR GLOBAL VIRTUAL ROUND TABLE SERIES PUBLICATION “STREAMLINED STRUCTURES – A BEST PRACTICE APPROACH TO INTERNATIONAL DEAL STRUCTURING"

5.6.2019

Astrea Corporate / M&A partner Steven De Schrijver has contributed as the Belgian expert to the IR Global Virtual Round Table Series publication “Streamlined Structures – A best practice approach to international deal structuring”.

IR Global’s Virtual Series publications aim to provide an insight into challenges and opportunities identified by specialist practitioners by bringing together a number of experts to discuss different practice area-related topics. The participants share their expertise and offer a unique perspective from their respective jurisdictions.

This article, which draws on the experience of six M&A professionals from a variety of jurisdictions (Belgium, India, USA, the Netherlands, Germany and Italy), discusses various issues with regard to structuring an international M&A transaction, such as legislative differences between countries, tax liabilities and specific deal structuring methods.

Read here the full Virtual Series publication:  Streamlined Structures – A best practice approach to international deal structuring.

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STEVEN DE SCHRIJVER CONTRIBUTES TO PINSENT MASONS PUBLICATION ON BREXIT

30.4.2019

Astrea partner Steven De Schrijver has contributed the Belgian section to the “Brexit Update: The European Perspective”, a briefing published by the Brexit team in the London office of Pinsent Masons.

As clients are increasingly looking for advice on legal issues which have arisen as a result of Brexit, this briefing aims to support businesses seeking to understand what specific changes to the law are currently being considered in light of Brexit at a national level and gathers insights from the EU institutions as well as from Belgium, France, Ireland, Italy, Germany, Luxembourg, Spain, Switzerland and The Netherlands.

With the Brexit process moving into another critical phase the report will be regularly updated in the coming months.

The complete briefing by Pinsent Masons can be found here: Brexit Update: The European Perspective.

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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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