Mergers and Acquisitions

Belgium

Lallemand Legros & Joyn (Bussels)

1. Acquisition of Controlling Stakes by Private Companies in Private or Public Companies

1.1 Primary Differences

This analysis focuses on negotiated (friendly) acquisitions and does not cover hostile takeovers or proxy fights.

The acquisition of a controlling stake in a Belgian public company is subject to significantly more regulation than that of a private company.

Public company takeovers are governed by the Belgian Takeover Law (implementing the EU Takeover Directive) and monitored by the FSMA. A mandatory public offer must be launched when a shareholder (alone or in concert) acquires more than 30% of voting rights in a Belgian listed company (or 50% for companies listed on Euronext Growth or Access).

Disclosure requirements are also more stringent. In public deals, both the crossing of 5% thresholds (and each 5% increment) and price-sensitive information (e.g., a binding takeover agreement) must be disclosed to the market, unless a temporary exemption applies. In contrast, private deals remain confidential and are governed solely by the Belgian Companies and Associations Code.

Public takeovers also require equal treatment of shareholders: all must receive the same price in a tender offer. By contrast, in private transactions, different terms may be freely negotiated with individual sellers, and minority rights depend on contractual protections such as tag-along clauses.

The process and timing also differ. Public takeovers follow a regulated calendar: the offer must be approved by the FSMA, and the bidder must have “certain funds” (secured financing or a bank guarantee). The target’s board is restricted in its defensive actions. Private acquisitions allow flexible timing and funding conditions are set by contract.

Finally, corporate governance obligations are stricter in public deals. The board must publish a reasoned opinion on the bid, and directors must act in the interests of all stakeholders. In private companies, changes of control may be simpler but can still be constrained by bylaws or shareholder agreements.

1.2. Primary Documentation

M&A transactions in Belgium, whether private or public, typically involve several key documents.

At the preliminary stage, parties usually enter into a Non-Disclosure Agreement (NDA) and may sign a Letter of Intent or term sheet outlining principal terms. These are common to both private and public deals (excluding hostile transactions).

In private share deals, the main contract is a Share Purchase Agreement (SPA) covering purchase price, representations and warranties, conditions precedent, indemnities, and closing mechanics. For asset deals, an Asset Purchase Agreement governs the transfer of selected assets and liabilities. In case of mergers, key documents include the merger proposal, shareholders’ resolutions, and where applicable, an independent expert report, in accordance with the Belgian Companies Code.

Ancillary closing documents include updated share registers (Belgian law requires share transfers to be recorded in the shareholders register), board resolutions, and transfer instruments (e.g., notarial deeds for real estate or IP assignments).

Public acquisitions require additional regulated documents. The bidder must publish an Offer Document (offer prospectus), approved in advance by the FSMA, disclosing all terms of the offer, financing, and pricing. The target board must issue a response memorandum with its opinion. These are supplemented by press releases and regulatory announcements, including the FSMA’s disclosure of the intention to bid and final results. If the bidder reaches the 95% threshold, additional documents are required for a squeeze-out and potential delisting.

After closing, completion memoranda or settlement instructions are often executed.

In short, while private deals rely on freely negotiated documentation, public transactions must comply with regulatory formats and disclosure rules, resulting in significantly heavier documentation requirements.

1.3. Material Facts

In Belgium, public companies must disclose “inside information” under the EU Market Abuse Regulation (MAR). A contemplated acquisition or change of control will qualify as inside information if it would likely influence the share price. The target must disclose such information promptly, unless a delay is permitted to protect legitimate interests (e.g., ongoing negotiations), subject to strict MAR conditions.

If a rumor leaks or unusual trading occurs, the FSMA may compel immediate disclosure. Typically, disclosure is made via a joint press release or FSMA notice once a binding agreement is signed, especially if it triggers a mandatory takeover offer.

Additionally, shareholding thresholds must be disclosed under Belgian transparency laws. An acquirer crossing 5%, 10%, 15%, etc. must notify both the company and the FSMA within 4 trading days; the company then publishes this within 3 days. If the acquirer fails to notify, the issuer must disclose the crossing once it becomes aware.

Upon acquiring control, the acquirer must declare its intentions, including whether it plans further acquisitions or governance changes. This is often included in the offer document or a separate statement.

In private deals, no public disclosure is required. However, if the target is regulated (e.g., financial institution), sector-specific rules may require notification to the relevant authority. Employee consultation rules may also apply under labor law, but these are not public disclosures.

In summary, public M&A entails strict disclosure rules to ensure market transparency. Private transactions remain confidential unless specific sectoral obligations apply.

1.4. Tender Offers

Under Belgian law, acquiring control of a listed company (i.e. surpassing 30% of voting rights) triggers a mandatory tender offer (MTO) for all remaining voting shares. The acquirer must notify the FSMA within two business days, and launch an offer in accordance with the Royal Decree on Takeover Bids.

The offer price must be at least equal to the highest price paid in the 12 months preceding the bid or the 30-day average market price prior to the triggering event, whichever is higher. If cash was paid for shares during that period, a cash alternative must be offered.

The offer document (prospectus) is submitted to the FSMA for pre-approval. Once approved, the offer is published and remains open for 2 to 4 weeks. The offer must be unconditional, except for regulatory approvals. After the acceptance period, the results are disclosed.

If the bidder reaches 95% or more of voting rights, it may launch a squeeze-out to acquire the remaining shares at the same price. If not, minority shareholders remain, as Belgian law does not grant a sell-out right at lower thresholds.

During the offer, the bidder cannot acquire shares outside the process, and the target’s board must remain neutral, refraining from defensive measures unless approved by shareholders.

In private companies, no MTO is required. Control may change hands freely unless restricted by contractual rights (e.g. tag-along). Minority shareholders are only protected through negotiated agreements or general corporate law.

In summary, the MTO framework ensures equal treatment and exit rights for minority shareholders in public companies, contrasting sharply with private transactions where such protections are absent

2. Structuring the Deal

2.1 Common Structures

The three main structures for M&A in Belgium are share deals, asset deals, and statutory mergers.

Share deals are the most common form: the buyer acquires shares of the target and assumes all its assets and liabilities. Contracts, licenses and employees remain in place. The process is contractually flexible, tax-efficient for Belgian sellers, and avoids real estate transfer tax. However, buyers must perform full due diligence and often require warranties and indemnities.
Asset deals allow cherry-picking of specific assets and liabilities. Belgian law permits both individual transfers and the transfer of a “universality” of assets. Employees tied to the transferred business move automatically to the buyer under CBA 32bis. Buyers may be jointly liable for unpaid tax and social security debts unless clearances are obtained. Some assets (e.g. real estate) require formal deeds and incur registration duties (up to 12.5%).
Statutory mergers (absorption or formation of a new entity) are governed by the Companies Code. Approved by a 75% shareholder majority, they require a merger plan, board reports and, unless waived, an expert valuation. All assets and liabilities transfer by law, and shareholders receive shares (sometimes partly cash). There is no withdrawal right for dissenting shareholders. Mergers are common in intra-group reorganisations or share-for-share deals, and allow automatic universal succession without need for third-party consents.
SPACs (Special Purpose Acquisition Companies) remain rare in Belgium. Although legally feasible (the FSMA issued guidelines in 2021), no Belgian SPACs have been listed to date. If used, the de-SPAC transaction would follow the same legal structures as above, but with added procedural and shareholder approval constraints linked to the SPAC structure.

In practice, share deals dominate due to simplicity and tax benefits; asset deals are used where selectivity or liability isolation is key; mergers are strategic tools; and SPACs are emerging but not yet established in the Belgian market.

2.2 Price Structuring

Belgian M&A transactions commonly use two pricing models: the closing accounts (true-up) method and the locked-box mechanism.

In a true-up structure, the purchase price is adjusted post-closing based on actual net debt and working capital figures. This model protects the buyer against value leakage before completion and remains common in mid-market deals. However, it requires post-closing financial statements and may trigger disputes, hence the need for precise adjustment clauses.
The locked-box mechanism, increasingly used in larger or auction transactions, sets a fixed price based on pre-signing accounts. From the locked-box date until closing, the seller must ensure no “leakage” of value; any such payments must be reimbursed. Sellers often charge a ticking fee to compensate for interim profits. The model offers price certainty and reduces post-closing negotiations.
Earn-outs are used when future performance is uncertain or valuation gaps exist. A portion of the price is contingent upon achieving defined targets (e.g. revenue, EBITDA, product milestones). Belgian law allows wide contractual freedom in structuring earn-outs, but care is needed to avoid ambiguity and disputes, especially where the seller remains involved post-closing. Clauses governing business conduct during the earn-out period are often negotiated to safeguard outcomes.
Other mechanisms include deferred payment, vendor loans, and escrow/holdbacks to secure indemnity claims. Payment in shares is rare in private deals but may occur in mergers or strategic alliances; public tender offers may require a cash alternative.

In sum, Belgian deal practice mirrors international trends: true-ups for accuracy, locked-boxes for certainty, and earn-outs for bridging valuation gaps all enforceable under Belgian law through clear contract drafting.

2.3 Conditions Precedent

2.3.1 Regulatory Requirements

Regulatory approvals are common conditions precedent in Belgian M&A. The main one is merger control: clearance from the Belgian Competition Authority is required if the parties’ combined Belgian turnover exceeds €100 million and at least two parties each exceed €40 million. For larger deals, EU clearance may be needed instead.

Sector-specific approvals also apply when the target operates in regulated industries (e.g. banking, insurance, energy, telecom). Acquiring control in these sectors often requires prior approval from relevant authorities like the FSMA or National Bank of Belgium.

Since 1 July 2023, Belgium has implemented a foreign direct investment (FDI) screening regime. Non-EU investors acquiring 25% (or even 10% in sensitive sectors like defence/cybersecurity) must notify the Interfederal Screening Commission. Approval (or lapse of review) is a CP, and non-compliance can lead to heavy fines.

Other CPs may include consents for government contracts, license transfers, or change-of-control clauses in key agreements. While employee consultation is not usually a formal CP, labor law may require prior consultation (notably in asset deals), and such processes are often built into the timeline.

In summary, Belgian M&A deals typically include CPs for competition clearance, regulatory consents, FDI screening (for non-EU buyers), and other approvals necessary for legal closing. These cannot be waived unilaterally and must be obtained before completion.

2.3.2 Other Common Provisions

Belgian SPAs often include Material Adverse Change (MAC) clauses, especially when signing and closing are separated. A MAC clause allows the buyer to walk away if a major adverse event affects the target between signing and closing. These clauses usually define what constitutes a MAC (e.g. serious deterioration in financial condition) and exclude general economic downturns, pandemics, or industry-wide events. Belgian law has no statutory MAC concept, so enforceability depends on clear drafting and good faith ; buyers cannot invoke minor issues as pretexts. In public deals, any MAC condition must be pre-cleared by the FSMA and must be objective and severe.

Break-up fees (termination fees) are less common but may appear in auction or competitive situations. These are agreed sums paid if one party backs out (e.g. buyer loses financing or seller accepts another offer). Under Belgian law, excessive break-up fees may be reduced or voided as disproportionate penalties, especially if they serve to compel performance. In public M&A, break-up fees must respect board fiduciary duties and not deter better offers; they are typically modest (≤1% of deal value).

Other deal protections include non-compete and non-solicitation covenants, as well as exclusivity agreements (often signed with the LOI). These are usually covenants rather than conditions to closing, though a serious pre-closing breach may justify deal termination akin to a MAC.

Finally, SPAs usually include a bring-down condition requiring representations and warranties to remain true at closing. A financing-out (deal conditional on buyer securing funding) is generally disallowed in Belgian private and public deals.

In short, Belgian M&A practice uses MAC clauses and occasionally break-up fees to manage interim risk, but within the limits of reasonableness and good faith under civil law.

2.4 Representations and Warranties

2.4.1 Knowledge and Materiality Qualifiers

In Belgian M&A practice, representations and warranties (R&W) often include knowledge and materiality qualifiers to allocate risk and limit liability.

Knowledge qualifiers define the scope of what the seller is deemed to know. Since Belgian law does not provide a statutory definition, “Seller’s Knowledge” is typically contractually defined as the actual knowledge of specific individuals (e.g. directors or key managers), often “without obligation of inquiry.” Buyers may seek to include constructive knowledge (what the seller should have known with reasonable diligence), while sellers push for narrow definitions. If disputed, the buyer bears the burden of proving the seller’s knowledge, and good faith remains a guiding principle. Fraud, however, cannot be contractually excluded.

Materiality qualifiers are used to avoid breaches for minor issues. Phrases like “in all material respects” or “no material adverse effect” limit liability to significant problems. Again, there’s no statutory threshold; definitions are contractual or left to judicial discretion. Parties often link materiality to de minimis and basket thresholds in the indemnity regime, or define “Material Adverse Effect” with financial thresholds. This avoids disputes over trivial inaccuracies.

In practice, qualifiers are heavily negotiated: buyers prefer minimal use of qualifiers or broader knowledge definitions; sellers insist on limiting their exposure to what they actually and materially know. The final balance reflects diligence outcomes and bargaining power. Belgian law allows flexibility, but clarity in drafting remains key to enforceability.

2.4.2 Bring-Down Provisions

In Belgian M&A transactions, bring-down provisions are standard when closing occurs after signing. They require that the seller’s representations and warranties (R&Ws) remain true at closing, usually “in all material respects.” If a breach occurs between signing and closing, and the bring-down is framed as a condition precedent, the buyer may refuse to close.

To avoid excessive termination risks, Belgian SPAs often qualify the bring-down by requiring that any inaccuracy must result in a Material Adverse Effect (MAE) or breach a materiality threshold. This allows the buyer to walk only in case of significant changes, not minor deviations. In practice, the seller signs a bring-down certificate at closing, possibly with disclosed exceptions.

In public deals, bring-down clauses are less relevant, especially in mandatory bids where conditions are limited by law. In private agreements preceding a public offer, however, bring-down conditions may apply to the initial acquisition.

Where signing and closing are simultaneous, the bring-down is moot. But where there is a gap (e.g., pending regulatory approvals), bring-downs serve as essential protections. Even if not a condition, a breach at closing may still trigger post-closing indemnification. Belgian practitioners generally treat bring-downs as standard closing conditions, alongside regulatory clearances.

2.4.3 Sandbagging Provisions

Belgian law does not specifically regulate sandbagging (where a buyer closes a deal knowing a warranty is false, but still claims indemnification later). In practice, the issue is governed by general principles of contract law, notably the duty of good faith.

A pro-sandbagging clause allows the buyer to claim even if it had knowledge of the breach before closing. While not illegal under Belgian law, such clauses are scrutinised to ensure they do not encourage opportunistic behaviour. Courts may refuse enforcement if they appear to breach good faith. If included, the clause should clearly define “buyer knowledge” (often limited to actual knowledge of specified individuals) and clarify that warranties allocate risk irrespective of due diligence.
An anti-sandbagging clause prohibits the buyer from claiming for known breaches. These are more aligned with Belgian good faith principles, but raise evidentiary questions (what did the buyer know, and when?). Sellers typically want broad definitions (including knowledge from data rooms), while buyers seek narrow ones (e.g. only written disclosures to named individuals).
Many Belgian SPAs remain silent on sandbagging. In such cases, courts apply default rules ; often leaning towards excluding claims for known breaches on good faith grounds. To avoid uncertainty, parties sometimes agree on compromise clauses: e.g. no claims for matters disclosed in the disclosure letter, but claims permitted for other matters even if discovered by the buyer.

2.5 Guarantees

In Belgian M&A practice, various guarantee mechanisms are used to secure (i) the buyer’s payment obligations and (ii) the seller’s indemnification obligations post-closing.

Payment Guarantees:
Where the buyer’s payment is deferred or conditional, sellers may request safeguards such as a bank guarantee, a letter of credit, or a deposit in escrow. If the buyer is a newly formed entity or financially weak, a parent company guarantee may also be negotiated. Conversely, if the seller grants deferred payment terms (e.g. vendor loan), the buyer may grant security interests over the shares or assets to secure payment.
Indemnity Guarantees:
The most common mechanism is an escrow account, where part of the purchase price (typically 5–15%) is withheld at closing for 12-24 months, covering potential warranty claims. Alternatively, a holdback (buyer retains part of the price) may be used, though sellers often prefer a neutral escrow. Less frequently, sellers provide bank guarantees or surety bonds covering their indemnity obligations. Where the seller is a subsidiary with limited assets, buyers may request a parent guarantee to ensure recourse.

Warranty & Indemnity (W&I) Insurance is increasingly used in Belgium, particularly in private equity transactions. It allows the buyer to claim from an insurer rather than the seller. Sellers often negotiate a minimal residual liability (e.g. €1), while the insurer covers the rest. However, a retention amount (e.g. 0.5-1% of the price) often remains uncovered and may still be escrowed.

Public deals require “certain funds” under Belgian takeover rules: the bidder must show the FSMA that it has secured financing (usually via a bank confirmation), protecting shareholders against failed payment after tendering.

Guarantee terms are highly deal-specific, reflecting the relative bargaining power and risk appetite of the parties. In general, escrow arrangements remain the most common and balanced solution in Belgian practice, offering buyers ready recourse while preserving the seller’s share of the price unless claims arise.

2.6 Indemnification Regime

2.6.1 Common Practices

Indemnification provisions are standard in Belgian SPAs and form a core part of the contractual risk allocation. The typical model is “your watch / my watch” ; the seller bears responsibility for pre-closing matters, while the buyer assumes post-closing risks.

Today, Belgian SPAs include detailed representations and warranties (R&Ws), with the seller agreeing to indemnify the buyer for any breach. This provides the buyer with a clear contractual remedy, often more effective than relying on general legal principles, which offer limited recourse after a share sale.

The indemnity commonly covers:

Breaches of R&Ws, including misstatements or omissions relating to the target’s condition;
Pre-closing taxes, employee claims, or environmental liabilities ; often covered by specific indemnities, uncapped and separate from general limitations;
In asset deals, liabilities not transferred or retained by the seller, or creditor claims post-transfer.

Belgian SPAs typically exclude the application of statutory hidden defect rules (former Article 1641 Civil Code), replacing them with the negotiated indemnity framework. This ensures predictability and limits exposure to unforeseen claims.

The claim process is contractually regulated: buyers must notify the seller of claims within specified timeframes, and sellers may be granted the right to control or participate in the defence of third-party claims.

2.6.2 Common Limitations

Belgian SPAs incorporate a well-defined set of limitations to the seller’s indemnity obligations, in line with international M&A standards. These include:

Cap on liability: Sellers’ indemnity exposure is typically capped, often between 10% and 30% of the purchase price for general warranties, and up to 100% (or uncapped) for fundamental warranties (e.g. title, authority). In deals covered by W&I insurance, the seller’s cap may be limited to the retention amount and fundamental warranties.
De minimis: A minimum claim threshold per individual loss is standard, typically ranging from €5,000 in SME deals to €50,000 or more in larger transactions. Claims below this threshold are disregarded.
Basket thresholds: The buyer may only recover once aggregate qualifying claims exceed a set threshold. Two forms exist:
o Deductible: Seller pays only for amounts exceeding the basket.
o Tipping basket: Once the threshold is reached, seller covers the full amount. Tipping baskets are increasingly preferred in Belgian practice.
Time limits: General warranties usually expire 12–24 months post-closing. Tax claims survive for the statutory assessment period (typically 3 years, extendable to 7 for fraud). Environmental and pension claims may be subject to longer specific terms. Fundamental warranties often last 10–30 years (or the maximum legal duration).
Excluded losses: SPAs often exclude indirect or consequential damages and prevent double recovery. Any insurance proceeds, tax benefits or purchase price adjustments must be factored in when calculating losses.
Fraud carve-out: Belgian law does not allow liability limitations to apply in cases of fraud or willful misconduct. SPAs typically reaffirm that caps and other protections are inapplicable in such circumstances.
Disclosure and knowledge: Sellers are not liable for issues properly disclosed to the buyer. Disclosure schedules and data room disclosures often preclude indemnity, depending on how the SPA defines “fair disclosure”.
Exclusive remedy clauses: These provisions, making contractual indemnity the buyer’s sole recourse, are widely used and generally upheld under Belgian law. They are typically subject to a carve-out for fraud and bad faith, which cannot be contractually excluded.

In sum, indemnification limitations in Belgian SPAs are intended to strike a balance between protecting the buyer and ensuring that the seller’s liability is confined to known and material post-closing risks.

2.6.3 Common Liabilities

In Belgian M&A, the main liability risks typically addressed in SPAs relate to tax, employment, environmental, and regulatory matters ;often complemented by specific indemnities for known issues. Their materiality varies by sector and due diligence findings.

Tax liabilities: These are a key concern due to Belgium’s complex and audit-driven tax environment (e.g., corporate tax, VAT, payroll taxes). The statute of limitations is generally 3 years, extended to 7 in case of fraud. Buyers routinely seek specific indemnities for pre-closing tax exposures, often uncapped or capped separately from general warranties.
Employment and social security: Belgian labor law being employee-friendly, common risks include unpaid overtime, pension underfunding, or non-compliance with collective agreements. Social security claims follow a 3- to 5-year limitation. Defined benefit pension schemes and workplace safety issues (e.g., asbestos) may trigger longer indemnity periods or specific carve-outs.
Environmental liabilities: These arise especially in industrial sectors. Belgium’s regional laws can impose long-term or unlimited remediation obligations, particularly for soil pollution. SPAs often include separate indemnities or longer limitation periods (5–10 years or more) for environmental risks, and escrows are common for known contamination.
Regulatory compliance: In regulated industries (finance, healthcare, data protection, etc.), non-compliance may trigger administrative fines, loss of licences or reputational harm. Warranties typically cover material compliance, with carve-outs or indemnities for pending issues.
Litigation and contingent risks: Pre-existing disputes (e.g., commercial litigation, IP claims) are usually disclosed and subject to specific indemnities or price adjustments. Unknown risks are addressed through warranties and capped accordingly.
Time limitations: General warranties usually last 12-24 months post-closing. Tax and social claims follow statutory timelines (3-7 years). Environmental indemnities may exceed this or be uncapped. Fundamental warranties often survive up to 10 or 20 years (depending on legal classification and the nature of the breach).

SPAs commonly provide that indemnities do not cover liabilities already reflected in the accounts or price adjustments. Recoveries from third parties (e.g., insurance) reduce the seller’s liability.

In sum, Belgian practice mirrors other mature M&A markets: SPAs clearly allocate pre-closing liabilities, with specific terms tailored to the nature and foreseeability of each risk.

2.7 Choice of Law and Jurisdiction

2.7.1 Applicability of Foreign Law

Under Belgian law and the Rome I Regulation, parties are generally free to choose a foreign law to govern their M&A agreements, and to designate foreign courts or arbitration for dispute resolution. This choice is fully valid, including in transactions involving Belgian targets, provided it does not conflict with mandatory Belgian rules.

Where foreign law is chosen, certain mandatory provisions of Belgian law may still apply ;particularly for matters such as share transfers (e.g. registration in the shareholder register), real estate, or corporate procedures governed by Belgian company law. Thus, even when the SPA is under foreign law, local formalities often remain governed by Belgian rules.

If the SPA is governed by foreign law but disputes are submitted to Belgian courts, those courts will apply the foreign law ; but require proof of its content, typically via party-appointed experts. This can introduce procedural complexity. For this reason, parties opting for foreign law often also prefer arbitration or foreign courts.

Foreign court judgments are enforceable in Belgium, subject to recognition:

EU judgments are automatically enforceable under the Brussels Ibis Regulation.
Non-EU judgments (e.g. U.S. courts) require an exequatur under Belgian private international law, which is generally granted if the foreign court had jurisdiction, due process was observed, the decision is final, and no Belgian public policy rule is breached.

Similarly, foreign arbitral awards are enforceable in Belgium under the New York Convention, provided standard conditions (e.g. public order) are met.

In sum, the choice of foreign law and jurisdiction in Belgian M&A deals is both valid and commonly enforced, though certain local elements remain governed by Belgian law. Enforcement of foreign judgments or awards is generally available, subject to legal formalities.

2.7.2 Courts Vs. Arbitration

In Belgian M&A, both court litigation and arbitration are viable options for dispute resolution, and the choice depends largely on the deal’s nature and the parties’ priorities.

Belgian courts offer a low-cost option with access to appeals and enforceability across the EU via the Brussels I bis Regulation. However, proceedings can be slow, particularly in complex commercial matters, and are subject to strict language rules (Dutch or French). Judges may lack M&A-specific expertise, and proceedings are public by default, potentially exposing sensitive business matters.

Arbitration, by contrast, offers confidentiality, procedural flexibility, and the ability to appoint M&A-experienced arbitrators. It is typically faster in reaching a final decision (no appeals) and more suited to cross-border enforcement under the New York Convention. These advantages make arbitration the preferred choice in larger or international transactions, especially under CEPANI or ICC rules. However, it comes with higher costs and limited grounds for challenging the award.

In practice, arbitration is increasingly chosen in private M&A involving international parties, while domestic or smaller-scale deals may opt for Belgian courts for reasons of cost and simplicity.

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