Best Merger & Acquisition Lawyers in Arlon

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Founded in 2000
3 people in their team
English
Kauten-Bungert Cabinet d'Avocats is a boutique law firm based in Arlon, in the province of Luxembourg, Belgium. The firm brings together three experienced lawyers who collaborate to advocate for clients across family, criminal and commercial matters. The team emphasizes direct access to its...
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About Merger & Acquisition Law in Arlon, Belgium

Merger and Acquisition (M and A) law in Belgium combines EU competition rules with national corporate law. In Arlon, as in the rest of Wallonia, the focus is on how a deal affects competition, employees, and the seller’s disclosures. Transactions are reviewed at both the Belgian level and, for larger cross-border deals, the EU level. A Belgian avocat or legal counsel can help align the deal with local practice and regulatory expectations.

Most M and A activity in Arlon involves due diligence, contract negotiation, regulatory notifications, and post-closing integration. The regime emphasizes transparency, proper disclosure, and adherence to competition rules. Understanding whether a deal triggers EU merger control or stays within national review is essential for planning timelines and ensuring compliance.

Why You May Need a Lawyer

  • Cross-border acquisition with Luxembourg operations - A Belgian target in Arlon with assets across the border may trigger EU merger control thresholds. A lawyer can assess notifying requirements and coordinate filings with Belgian and EU authorities.
  • Public takeover bid for a Belgian issuer - If you plan to acquire a publicly listed company, you must navigate the Takeover Law framework and compliance obligations for bid disclosures, timing, and minority protections.
  • Significant competition risk in due diligence - A targeted supplier holds overlapping markets with your business. Counsel can identify antitrust exposure and structure remedies or divestitures to satisfy regulators.
  • Employee transfers and collective rights during the deal - Belgian employment law can create complex obligations for transferring employees and varying pension or severance terms post-closing.
  • Non-compete and leakage risk in the sale agreement - Negotiating enforceable non-compete clauses requires careful drafting to align with Belgian restraints and post-closing restrictions.
  • Asset versus share deal decisions - The choice between purchasing shares or assets affects tax, liabilities, and post-closing integration. A lawyer helps evaluate which structure minimizes risk and aligns with your goals.

Local Laws Overview

Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings

This EU regulation governs merger control across EU member states, including Belgium. It sets thresholds, notification requirements, and review timelines for concentrations with potential to modify competition. In Belgium, most cross-border deals that meet thresholds must be assessed under this regulation.

Effective date and relevance: The regulation entered into force in 2004 and continues to shape how mergers are reviewed in Belgium and Arlon. In practice, many transactions are first screened under EU rules before any national review, if applicable.

Merger control aims to prevent concentrations that would significantly impede competition and harm consumers.

Source: OECD - Merger Control and U S Department of Justice - Merger Guidelines.

Code de droit economique (Belgian Code of Economic Law)

The Code de droit economique consolidates competition law and M and A rules within Belgium. It governs abuses of market power, mergers that require notification, and enforcement by the Belgian competition authority. The Code modernizes how deals are evaluated within the Belgian legal system and in Arlon's regional business environment.

Recent developments have focused on harmonizing national procedures with EU expectations and improving transparency in filing and review timelines. Belgian lawyers frequently reference the Code when advising on due diligence, structuring, and post-closing compliance.

Loi relative aux offres publiques d'acquisition (Takeover Law)

This law governs public offers of acquisition in Belgium, including disclosure, timing, and protections for minority shareholders. It is especially relevant for Arlon-based targets that are part of a public takeover or attempted control change.

Recent amendments over the years have refined bid timetables and governance requirements to ensure fair treatment of shareholders while facilitating legitimate market activity.

Frequently Asked Questions

What is merger control and why is it important in Belgium?

Merger control screens deals to prevent anti-competitive concentrations. In Belgium, this means assessing whether a transaction could lessen competition and trigger notification requirements with regulators.

How do I start a merger notification in Arlon or Belgium?

Contact an advocaat or attorney with competition and corporate experience. They will help determine if EU or national review applies, gather required documents, and prepare a filing strategy.

When must a merger be notified under EU or Belgian rules?

Notification thresholds determine the need to file. Large cross-border deals typically require EU review, while smaller or purely national deals may be reviewed by Belgian authorities.

Where do I file a merger notification in Belgium?

Filing generally happens with the Belgian competition authority or, for EU-regulated cases, with the European Commission. Your lawyer coordinates submissions and timelines.

Why would I need a lawyer for a cross-border M and A in Arlon?

A lawyer ensures regulatory compliance, coordinates cross-border filings, negotiates protective terms, and helps manage timing to avoid delays or penalties.

Can a private shareholder complete a takeover in Belgium?

Yes, but the process can be complex and subject to Takeover Law requirements, including disclosures and minority protections. A lawyer helps navigate these rules.

Should I negotiate a break fee or indemnities in Belgium?

Break fees and indemnities are common but must be carefully drafted to avoid triggering competition or corporate law issues. Legal counsel can tailor these to your deal.

Do I need employment law counsel for employee transfers?

Yes. Belgian employee transfer rules may require consultation, notice periods, and safeguards for personnel; counsel helps plan and document these steps.

Is there a difference between share deals and asset deals in Belgium?

Yes. A share deal transfers ownership of the company and its liabilities, while an asset deal transfers specific assets and avoids some liabilities. Tax and regulatory implications differ.

How long does Belgian merger review typically take?

Review timelines vary by regime and deal complexity. EU reviews may take several weeks to months, with Belgian reviews potentially following similar pacing, depending on filings and remedies.

What are typical costs for M and A legal services in Belgium?

Costs depend on deal complexity, hourly rates, and whether due diligence, negotiations, and filings require multiple specialists. A detailed estimate should be requested early.

Additional Resources

Next Steps

  1. Define the transaction scope and target in Arlon, including whether assets or shares are being acquired and if cross-border elements exist. This helps determine applicable rules and timelines. (1-2 weeks)
  2. Assess regulatory thresholds to decide EU versus national review and identify the correct filing strategy. Engage a Belgian advocaat early for this assessment. (1-3 weeks)
  3. Prepare a shortlist of experienced M and A counsel in Arlon and the surrounding region, and arrange initial consultations. (2-4 weeks)
  4. Execute a mutual non-disclosure agreement and assemble a due diligence package covering legal, financial, and employment matters. (2-6 weeks)
  5. Draft and negotiate the term sheet, warranties, and indemnities, with attention to Belgian enforcement and cross-border risks. (2-6 weeks)
  6. Submit any required regulatory filings and coordinate with the competition authorities if thresholds are met. Plan for potential remedies or divestitures if needed. (6-12 weeks, depending on review)
  7. Close the transaction with appropriate notarization, share transfers, and post-closing integration plans aligned to Arlon operations. (variable, often 2-6 weeks post-approval)
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Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation. We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.