Belgium

Authority / Source

  • The Belgian Competition Authority (Autorité belge de la concurrence / Belgische mededingingsautoriteit)
  • Book IV of the Code of Economic Law, inserted by the Statutes of 3 April 2013

Mandatory / Voluntary

Mandatory

When to notify?

Must be notified before implementation, and after either:

  • the conclusion of the agreement; or
  • the announcement of a public bid; or
  • the acquisition of a controlling interest.

Threshold(s)

Transaction must be notified if:

  • the parties have a combined turnover in Belgium of more than EUR 100 m; and
  • each of at least two of the undertakings involved have a turnover in Belgium of at least EUR 40 m.

Obligation on whom

  • By the acquirer.
  • By both parties in case of joint control of a joint venture.

Consequences of failure to notify

  • Fines of up to 1% of turnover in Belgium may be imposed.
  • However, in practice the Belgian Competition Authority has only imposed limited fines where parties have failed to notify.

Consequences of implementing a transaction despite obligation to suspend until clearance

  • Fines of up to 10% of the annual group turnover in Belgium may be imposed;
  • the transaction will be void.

Consequences of putting transaction into effect despite prohibition

  • Fines of up to 5% of average daily turnover in Belgium may be imposed;
  • the transaction will be void.

Stages

First stage – 40 days 

Decision to clear or refer to second stage within 40 days of notification, failing which the transaction is deemed admissible.

Second stage – 60 days 

A further 60 days at the end of which the Council must reach its final decision.

Foreign-to-foreign mergers caught?

Foreign-to-foreign mergers are caught by Belgian merger control where turnover thresholds are met.

Treatment of JVs

Belgian merger control only applies to ‘full-function’ joint ventures, i.e. those which perform “on a lasting basis all the functions of an autonomous economic entity”.

Up to date as of 1 September 2014

Contact points

This manual is intended only to provide an overview of the merger control rules and regulatory requirements in the EU, the EEA and the European countries listed. The information and views expressed in this manual are not necessarily comprehensive and do not purport to give professional advice. If you would like further information, please contact the following:

CMS DeBacker

Chaussée de La Hulpe 178
1170 Brussels
Belgium
T +32 2 743 69 00
F +32 2 743 69 01