Since the start of 2009 financial assistance has been allowed in Belgium on certain conditions. However, the new rules have been received unenthusiastically because some of the conditions are considered too burdensome, particularly the requirements to make public the price of the share transfer and to create an unavailable reserve for an amount equal to the aggregate financial assistance.
The Constitutional Court recently considered the legality of the squeeze-out provisions in the Company Code, in light of the differing treatment they afford to minority shareholders in public and private companies, and minority and majority shareholders in general. The court was satisfied that the differing treatment was based on objective grounds and was proportionate with those grounds.
The Ghent Criminal Court recently cleared three defendants from charges of insider trading. Following a preliminary ruling by the European Court of Justice, the court held that the relevant Belgian act infringed Article 6 of EU Directive 89/592, because it provided a stricter definition than the directive but failed to apply it universally.
The European Commission and the Belgian Parliament are both discussing the introduction of a reverse squeeze-out right. Against this background a question has arisen as to the legality of the squeeze-out provision set out in the Belgian Company Code.
Under Belgian law a squeeze-out can only be achieved through a cash payment. However, in a recent transaction the bidder offered an alternative payment using securities, which was approved by the Banking and Finance Commission.