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Practice areas

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Mergers and acquisitions – capital markets


We handle all matters of corporate law, notably cases involving transfers and restructuring, whether through the transfer of assets, the sale of a business or stock, or a merger or split-up.

We also specialise in legal matters relating to non-corporate entities, such as NPOs, international associations and government-sponsored and private funds.

The attorneys in our department, in close collaboration with those in the Banking & Finance department, assist their clients in establishing senior, junior and hybrid financing for their acquisition and restructuring plans.

We also handle operations on financial markets, such as public takeover bids, IPOs or other types of public offerings, and, in this context we manage the different contacts with the regulatory authorities (CBFA).

Finally, we regularly appear before the courts or in arbitration situations (as counsel for one of the parties or as arbitrators) for corporate litigation cases (disputes between shareholders, cases concerning the responsibility of managers or corporate advisors, and disputes regarding public takeover bids, among others).

Our practice


Corporate law
  • Company creation
  • Shareholders' agreements
  • Corporate housekeeping
  • Capital increase
  • Public floating of shares
  • Dissolution and liquidation
  • Litigation and arbitration (e.g. forced purchase and withdrawal, management responsibilities)
Mergers
  • Merger projects
  • Creation of new companies
  • Contribution in kind
Acquisitions
  • Information memorandum
  • Legal audit (due diligence) of the seller
  • Creation of a data room
  • Confidentiality and exclusivity contracts
  • Conditional offer
  • Letter of intent
  • Agreement in principle
  • Legal audit of the takeover candidate
  • Agreements for the transfer of assets, business branches and companies
  • Confidentiality agreements
  • Guarantees, securities and escrow
  • Post-closure restructuring
  • Management contracts
  • Concentration notification
Corporate financing
  • Capital increase through debt contribution
  • Convertible bonds and warrants
  • Investment contract - Private placement
  • Bank loans - Credit union loans
Financial markets
  • Initial public offering (IPO)
  • Public takeover bids
  • Prospectus for public offerings
  • Contacts with regulatory authorities (CBFA)
  • Compliance and regulatory matters
Other entities
  • NPOs
  • International associations
  • Government-sponsored and private foundations
  • Securities certification

Our experience


The attorneys in our department have provided counsel in the following matters: 

Corporate law
  • Creation of numerous corporations (SAs), limited liability partnerships (SPRLs), limited liability cooperative companies (SCRLs) and holding companies in Belgium and abroad
  • Drawing up shareholders' agreements, escrow agreements and option agreements
  • Transformation, dissolution or liquidation of companies
  • Participation in several important law suits between shareholders concerning control of the company or ownership of company securities, for both private and public companies, in Belgium and abroad
  • Assistance for creditors or the trusteeship in several major Belgian and foreign bankruptcies, and notably for a major Belgian glass manufacturer and an international banking group
Mergers & acquisitions
  • Successive acquisition by a foreign bank of two private Belgian banks, one held by individuals and the other by an international banking group (legal audit and contract negotiation)
  • Acquisition of control of a major Belgian distribution group and resale to a new foreign investor
  • Acquisition of a major publishing company
  • Legal audit of two Belgian credit establishments within the scope of a call for takeover bids
  • Assistance for an American dental products group listed on NASDAQ with the successive acquisition of two Belgian production companies with an ‘earn out' formula over several years
  • Assistance for family shareholders in the transfer of their Belgian and foreign corporate group (construction materials and items) to an Irish conglomerate
  • Assistance for a Japanese group (chemical products) in acquiring a Belgian production unit from an American group
  • Assistance for a Japanese group in acquiring and subsequently reselling a Flemish textile company
  • Assistance for an Israeli group with an acquisition project in the oil sector
Corporate financing
  • Assistance for a Chinese conglomerate (DIY equipment) in establishing an intermediate Belgian holding company, followed by several restructurings and capitalisations
  • Assistance for a Scottish bank in the senior financing of several real estate investments in Belgium, with the establishment of securities, followed by refinancing
  • Increase in capital of a publicly traded company (pharmaceutical products) by private placement, with exclusion of the preferential right of shareholders
  • Increase in capital of a publicly traded company (outdoor advertising) by contributions in kind
Financial markets
  • Assistance with the IPO of a SICAFI (fixed capital real estate investment trust)
  • IPO of an audiovisual company on a Belgian regulated market
  • Assistance with the public takeover bid for a Belgian holding company by a foreign group
  • Advice on the new legislation on public takeover bids

Our team


* s.c.r.l Janson Baugniet c.v.b.a. 


Contact

Brussels: + 32 2 675 30 30
Nivelles +32 67 21 79 95
Ghent: +32 9 240 77 20
Mons: +32 65 22 10 00
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