Vennootschaps- en verenigingsrecht,
Economisch en handelsrecht
Non-Belgian parties and their counsel involved in cross-border M&A transactions often wish to use their home country model documents that typically provide for a choice of home country law and courts. Where the targets include Belgian companies, the effectiveness of this tactic is limited by the provisions of Belgian law that are mandatory and that will apply notwithstanding the choice of home country law. Such provisions are many and varied and will depend on the sector and activities of the companies involved and the following examples are amongst those that most frequently occur but the list is by no means exclusive.
The inevitable conclusion is that, when a foreign company or group makes an acquisition which includes companies based in Belgium the effect of the Belgian mandatory provisions will need to be carefully considered, including with regard to the warranties set out in the acquisition agreement.