A&O Shearman Belgium

AIFMD II is here but many of the real questions are just starting. Great to join Sarah Michot and Jan Alexander this week for a Private Capital Belgium webinar diving into what’s next for fund managers. From loan origination rules to delegation, liquidity management tools and increased supervisory scrutiny, the new regime brings both complexity and opportunity. What’s clear? Implementation will give rise to questions and navigating the grey areas will be key. In addition, the Belgian transposition is now overdue, which creates further uncertainty for the industry. Curious how this may play out for your business? Feel free to reach out to Sarah or me. #AIFMD2 #AOShearman #PrivateCapital

I spoke with Júlia Tar at MLex about the European Commission’s evolving approach to enforcing the Digital Services Act. As I highlighted, looking at a single national entity is often not sufficient — enforcement is increasingly focused on the broader corporate group and its overall practices. We are also seeing a shift in approach, with the Commission showing openness to using commitments as part of its enforcement toolkit. Read the full article here: https://shorturl.at/lgcXH

Compliance with European Union (EU) Market Abuse Regulation (MAR) has never been static—recent updates have to be taken into account. Issuers now face updated disclosure requirements, refined guidance on inside information in protracted processes, and new parameters for Persons Discharging Managerial Responsibilities (PDMR) trading exemptions. Recent European Court of Justic (ECJ) rulings and European Securities and Markets Authority (ESMA) guidance also refined the interpretation of key concepts, including what qualifies as “precise” inside information and the scope of public disclosure obligations. Our analysis highlights the key changes introduced by the European Commission’s Delegated Regulations, and explains what actions to take now to meet these evolving standards. Read more: https://ow.ly/lJBJ50Z4AJA or speak to: Caroline Obenhuijsen, Caroline Motzer Ferrante, and Stephanie Dalleur, Sophie Rutten, and Iradj Nazaryar, Elske Bleeker, and Delphine Marchand. #AOShearman

The EU is embedding digital sovereignty into law—not leaving it to market dominance or state control. Non-EU providers face a higher bar for trust and compliance. EU rulemaking on digital sovereignty will anchor how it is applied across the tech market. The upcoming Tech Sovereignty Package goes beyond data localization to cover: • control over cloud and AI • critical infrastructure • exposure to foreign laws and dependence on non-EU suppliers across the tech stack Whether you operate from inside or outside the EU, this will shape where you invest and who you partner with. What does this mean in practice? The infrastructure choices, cloud dependencies, and partnership arrangements that chief information officers (CIOs) make, could carry more weight than they did 12 months ago. #AOShearman #CloudAI #AIRegulation

Last week, we wrapped up our two-part Private Capital Legal Fast Track, bringing together clients and colleagues to round off two engaging sessions on key private equity topics.   Across both sessions, our team, Wouter Van de Voorde, Louise Holmens, Michiel Fraussen, Matthias Purnal, Frederiek Adams, Esther Remy, Dimas Coetsier and Allison Bray, shared practical insights into the legal and commercial dynamics shaping private capital transactions today.   A big thank you to all participants for their strong engagement and the insightful discussions throughout both sessions. We look forward to continuing the conversation and supporting the next generation of private capital practitioners.   #AOShearman #PrivateCapital

Trends published an article on my appointment as the first EU Chair at A&O Shearman. I was pleased to be interviewed by Alain Mouton and to share my views on the ever-evolving EU regulatory landscape.   We discussed how increasing regulatory complexity, combined with geopolitical and economic pressures, is reshaping the environment for businesses and driving the need for integrated, cross-border advice.   Read the full article in Dutch here: https://lnkd.in/eVGMjeff

yesterday I had the opportunity to join the #IBA “Energy, Environment, Natural Resources and Infrastructure Law Section (SEERIL)” #SEERIL meeting in Brussels, for a panel discussion on PFAS litigation trends, where I explained how Belgium 🇧🇪has become a hotbed for PFAS litigation. 👉 Unsurprisingly the absence of a coherent, consistent, and clear legal (domestic and EU) framework, leads/ continues to lead to the development of several, diverse “legal toolkits” ripping through, and expanding sectoral legal frameworks, in civil, criminal, administrative and permit litigation, as well as in (permit compliance) enforcement practice. 👉Equally unsurprising: 🇪🇺EU law provides the sharpest tools in the toolbox: Environmental Quality standards for PFAS under the Water Framework Directive; the use of BAT approaches under the Industrial Emissions Directive; the POP Regulation and (that good old environmental lawyers companion: the Waste Framework Directive); Drinking Water Directive methodology, and - in the near future - the new Product Liability Directive. Finally- and apologies to make yet another unsurprising/predictable statement: what is lost amidst all this legal creativity, is that other good old(-fashioned?) concept of legal security….🤔 Thanks to Warren Percival and Chiara Colamonico for leading chairing the panel. Interested how these tools and trends impact your operations? More than happy to to exchange views.

The European Commission (EC)’s hotly anticipated draft merger guidelines are out. They give dealmakers new opportunities to defend their transactions, with arguments around merger benefits set to play a meaningful role in the assessment. The draft also introduces a new framework for analyzing M&A, focusing on dynamic competition, and viewing procompetitive scale-ups positively. On the flip side, the EC has significantly expanded its theories of harm and will have increased discretion in key areas, giving it more avenues to find competition concerns. There’s a lot to unpack. We weigh it all up and give dealmakers the key takeaways. Link: https://lnkd.in/eHtG36Nw

Following multiple requests, I'm sharing an update on recent key rulings in which our team successfully defended our clients' positions:   ✔️ PropCo share deals The Antwerp Court of Appeal ruled that a PropCo share deal does not constitute tax abuse.   The BTA acquiesced.   ✔️ Payments to "tax havens" The Antwerp Court of Appeal ruled that the automatic non-deductibility rule applies only where the counterparty seeks to avoid Belgian tax. Belgian companies cannot be required to prove the impossible — that their counterparties did not seek to avoid tax anywhere in the world.   The BTA acquiesced.   ✔️ Domestic interest withholding tax exemption The Brussels Court of First Instance ruled (in several decisions) that claiming the domestic WHT exemption for "listed holding companies" in intra-group financing is not tax abuse. It also held that the Belgian State's decades-old practice of introducing WHT exemptions via Royal Decree is not illegal.   The BTA acquiesced.   ✔️ Transfer of EBITDA interest capacity The Bruges Court of First Instance ruled that the administrative practice preventing a Belgian BidCo from transferring EBITDA interest capacity to a Belgian Finco has no legal basis.   The BTA appealed, prolonging uncertainty for Belgian acquisition structures (#pennywisepoundfoolish).   ✔️ "Normal management" for a founder/serial entrepreneur The Ghent Court of First Instance ruled that a founder who sold shares in a PE transaction and reinvested the proceeds acted within normal management. The capital gain was therefore tax-free — despite the BTA's initial allegation of tax fraud.   The BTA acquiesced.   ✔️ TP challenge of captive reinsurance structure The Ghent Court of First Instance annulled a TP adjustment relating to a captive reinsurance structure.   The BTA acquiesced.   ✔️ TP challenge of royalties The Brussels Court of First Instance ruled that Belgian payors are not required to prove that licensed IP (e.g., trade names) enabled them to outperform competitors in order to deduct royalties.   The BTA appealed. A Court of Appeal ruling is expected in ~7 years.   ✔️ TP challenge of interest remuneration The Nivelles Court of First Instance ruled that a Belgian company did not receive an "abnormal or gratuitous advantage" when granting a loan to a tax-transparent limited partnership at a 5% interest rate, as the partnership is not an enterprise under Art. 79 BITC92.   The BTA appealed. A Court of Appeal ruling is expected in ~14 (yes, fourteen) years.   Very proud that our team was able to contribute to A&O Shearman Belgium being named "Belgium Law Firm of the Year" by Chambers Europe — for the fifth consecutive time. https://lnkd.in/eBeuHYzf

High five for five in a row! Belgium Law Firm of the Year   We are delighted and incredibly proud to share that we’ve once again been named Belgium Law Firm of the Year at the Chambers Europe Awards — making it five consecutive wins!   Five years in a row is something truly special. This recognition reflects the continued trust of our clients, the strength of our relationships, and the passion, drive and excellence of our teams. Year after year, our clients and colleagues motivate us to aim higher, go further and deliver outstanding results.   Over the past year, our teams have advised on a number of landmark deals, including: - Puratos on its landmark acquisition of Dawn Food Products, including the associated acquisition financing. - ExxonMobil on the EU merger control aspects of the sale of its controlling stake in Adriatic LNG. - Cofinimmo on the conditional and voluntary exchange offer by Aedifica to combine the two businesses. - Five consecutive landmark wins in high-stakes tax "test case" litigation before Belgian courts, spanning cross-border deductibility, withholding tax, real estate share deals, offshore wind tax, and LBO interest deductions. - Brussels Airport on one of the most complex environmental permit renewals ever seen in Belgium, navigating 20+ high‑stakes proceedings across multiple courts, securing the airport’s continued operation, scrapping an unlawful EUR10 million surcharge, and advising on future growth under the EU “balanced approach” noise framework.   A huge thank you to our clients and congratulations to everyone involved for making this fifth win possible. We couldn’t be prouder.   #AOShearman #ChambersEurope #LawFirmOfTheYear