Belgium merger control (2019)
Produced in partnership with Laga
Belgium merger control (2019)

The following Competition guidance note Produced in partnership with Laga provides comprehensive and up to date legal information covering:

  • Belgium merger control (2019)
  • 1. Have there been recent developments regarding the Belgian merger control regime? What are the main points of interest and are any further updates/developments expected? Are there any other ‘hot’ merger control issues in Belgium?
  • 2. Under Belgian merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to 'minority shareholdings'?
  • 3. Are joint ventures caught by the national merger control provisions (including non-structural, cooperative joint ventures)?
  • 4. What are the merger control thresholds and would a purely foreign-to-foreign transaction be caught (commenting on any ‘effects’ doctrine/policy if relevant)?
  • 5. Are there any specific issues parties should be aware of when compiling and calculating the relevant turnover for applying the jurisdictional thresholds?
  • 6. Where the jurisdictional thresholds are met, is notification mandatory and must closing be suspended pending clearance?
  • 7. Is there a deadline for filing a notifiable transaction and what is the timetable thereafter for review by the Belgian Competition Authority?
  • 8. Who is responsible for filing a notifiable transaction (noting also whether there is a specific form/document used and an applicable filing fee)?
  • 9. Please confirm/comment on the penalties for failing to notify or suspend transactions pending clearance and the Belgian Competition Authority's record/stance in terms of pursuing parties for failing to notify relevant transactions (commenting, if relevant, on any statute of limitations regarding sanctions for infringements of the applicable law).
  • more

A conversation with Hendrik Viaene, partner at Belgian law firm Laga on key issues on merger control in Belgium.

NOTE–to see whether notification thresholds in Belgium and throughout the world are met, see Where to Notify.

1. Have there been recent developments regarding the Belgian merger control regime? What are the main points of interest and are any further updates/developments expected? Are there any other ‘hot’ merger control issues in Belgium?

In Belgium, merger control rules were first introduced by the Act on the Protection of Economic Competition on 5 August 1991, which entered into force on 1 April 1993. At that time, the Belgian thresholds included both a turnover and a market share threshold. The 1991 Act was subsequently replaced by the 1999 Act. In its turn, the 1999 Act was replaced by the 2006 Act on the Protection of Economic Competition (APEC), which entered into force on 1 October 2006. The APEC introduced a number of important changes in the area of merger control, mainly due to the fact that the substantive test for reviewing mergers was aligned with the test introduced at the EU level by the EU Merger Regulation.

On 3 April 2013, Belgian Competition law was amended by the adoption of a new act inserting Competition law provisions into the Belgian Code of Economic Law (BCEL) and abrogating