BELGIUM

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Content last updated: 08-04-2020

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  • Merger Control Regime
  • Merger Screening

1. Supranationality

1.1 Membership of Supranational Organization

1.1.1 Is the jurisdiction a member of/party to a supranational jurisdiction?

Yes.

1.1.2 Is the jurisdiction itself a supranational jurisdiction?

No.

1.1.3 If the answer to Section 1.1.1 and/or 1.1.2 above is in the affirmative, what are the implications hereof?

As a member of the EU, Belgium is subject to the supranational authority of the EU, including EU merger control rules enforced by the Directorate General for Competition of the European Commission.

This means that if the concentration meets the turnover thresholds applicable for the EU’s merger control regime, the concentration must be notified to the European Commission and Belgium is precluded from applying its own domestic merger control rules to the transaction.

1. What type of transactions are caught by the merger control regime?

1.1 Concentrations

1.1.1 Type of transactions that are caught by the merger control rules?

The following transactions are caught by the merger control rules:

  • Mergers: two previously independent undertakings merge;
  • Acquisition: an undertaking or a person already controlling an undertaking acquires control over the whole, or part, of another undertaking; or
  • Joint venture: two or more undertakings form a ‘full-function’ joint venture.

2. Establishing jurisdiction for notification of mergers

2.3 General thresholds

2.3.1 Threshold(s) for when a concentration must be notified under the general merger control regime?

Merger control filing is required when:

  • the combined turnover of the undertakings concerned exceeded EUR 100,000,000 in Belgium in the last financial year; and
  • each of at least two of the undertakings concerned had a turnover of at least EUR 40,000,000 in Belgium in the last financial year.

3. Calculation and allocation of turnover, asset value, transaction value etc.

3.3 Relevant undertakings for the calculation of turnover

3.3.2 The undertakings whose turnover is taken into account?

The turnover of each undertaking including group companies is taken into account for the calculation of applicable turnover.

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