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Belgium

Freshfields in Belgium

We are a leading law firm in Belgium, combining a first-class domestic and EU offering with a strong global network.

With over 90 lawyers from 20 different countries, we offer exceptional legal advice across antitrust, competition and trade (including EU state aid and antitrust litigation), M&A (including private equity), corporate advisory, capital markets, banking and finance, tax, dispute resolution and employment.

Our antitrust team, one of Brussels’ largest, is widely regarded as a leader at EU and domestic levels. With almost three decades of experience, we deliver cutting-edge advice on the competition law aspects of the most complex M&A deals, commercial practices and market structures. Clients also turn to us for advice on globally co-ordinated strategies for large-scale transactions and antitrust investigations, as well as on the growing risk of follow-on litigation.

We are known for our expertise in cross-border M&A transactions, acting for large Belgian and international corporates as well as private equity players. In the last three years, we have advised on the top five acquisitions involving Belgium. At the forefront of legal developments in the areas of corporate, finance and tax law, we are also considered ‘a strong choice for advisory work’ by major corporate clients, including listed companies.

Providing support to the firm worldwide, Brussels is home to our EU regulatory and public affairs practice.

Client successes

We helped:

  • CK Hutchison with its ground-breaking annulment action before the EU General Court (2020) against the European Commission’s prohibition of its proposed acquisition of Telefónica Europe, which operates in the UK under the brand ‘O2 UK’. Following on from our success with UPS (see below), this was only the second successful challenge to a Commission blocking decision since 2002. The judgment is also highly significant for the EU’s merger control regime because the General Court set aside legal theories that had been used in previous cases to extract significant remedies. Read our press release and blog post summarising the judgment.
  • UPS with its successful annulment action before the EU General Court (2017) and Court of Justice (2019) against the European Commission’s prohibition of it acquiring TNT. This was the first successful challenge to a Commission prohibition decision since 2002, only the fourth ever at the General Court and the second only at the level of the Court of Justice.

One such project was advising Telenet on the M&A, financing, merger control, IP, tax, employment and regulatory aspects its €1.325bn acquisition of BASE from KPN. In particular, we advised Telenet on all the corporate aspects of the deal; the phase-two merger investigation by the European Commission and remedies negotiations; the sale of BASE Group’s JIM Mobile customer base, a branded reseller; the sale of BASE Group’s 50 per cent shareholding in VikingCo, a light mobile virtual network operator (MVNO), to Medialaan; and the negotiation of the full MVNO agreement with Medialaan. Our finance lawyers organised the financing of the acquisition through a combination of new debt facilities and existing liquidity. In parallel, we advised Telenet on its €530m 144A/Reg S high-yield structured notes issuance. Other projects include its €400m acquisition of the cable business of SFR in Belgium and Luxembourg (including the carve out from Altice Group); its acquisition of a 49% stake in Caviar Group; its acquisition of Nextel, the Belgian ICT integrator; its acquisition of 50 per cent of De Vijver Media; and the carve-out and sale to Sanoma of De Vijver’s magazine business, Humo; the sale of Ortel Mobile (its 100% MVNO subsidiary) to Lycamobile; the buy-out of De Vijver Media; the set-up of several joint ventures, including with S30, the Streamz joint venture with DPG Media creating a streaming service with local and international content; the Ads & Data joint venture with Mediahuis and Proximus; and the Unity4 joint venture. We assisted on the public takeover bid by Liberty Global, several refinancings and notes issuances; as well as  other core company law and governance matters.

The transaction was subject to regulatory clearances in more than 30 countries and required remedies, including a significant disposal of assets across Europe, the US and Asia, and public interest commitments in several jurisdictions. Read more about the deal in our case study.

The proceedings concerned contractual arrangements between Amadeus and airlines with a focus on Amadeus’ parity clauses. Parity clauses have been a hot topic in European antitrust enforcement in recent years, with multiple cases in a range of sectors, from hotel booking to e-books, resulting in infringement and commitment decisions. In this case, the Commission closed its proceedings in July 2021 at the end of a multi-year investigation without issuing a statement of objections. This is a rare outcome in any ex officio EU antitrust investigation (only about 1 in 10 cases are closed and fewer still without a statement of objections).

In a landmark ruling in July 2020, the EU General Court annulled the Commission’s order that our client repay Ireland €13bn. We are now representing our client in the Commission’s subsequent appeal before the European Court of Justice.

We are advising multinational corporates on their respective challenges, before the EU General Court, of a European Commission decision that Belgian tax rulings on ‘excess profit’ amounted to unlawful state aid and that unpaid taxes should be paid to the Belgian state.

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