News articles written by Nancy De Beule

W&I insurance in M&A transactions

20 April 2022

In recent years we have seen an increase in W&I insurance and it is expected that this trend will continue. This does not come as a surprise as W&I insurance can help establishing deal certainty and peace of mind post-closing. We frequently receive questions on what W&I insurance is and how it works in practice.

Mergers and (partial) demergers in case of negative net equity

13 April 2022

Mergers and (partial) demergers in case of negative net equity   Although nothing in Belgian company law or tax legislation explicitly indicates that companies with a negative net equity are not allowed to participate in a merger (or demerger or partial demerger), legal doctrine is divided as to whether such a transaction is possible if

Debt waivers without a tax cash out (?)

5 February 2021

Last week, Belgian Minister of Finance Van Peteghem announced to extend the scope of the existing Belgian tax exemption for debt waivers to non-judicial debt reorganizations. This is very relevant for debt restructurings involving Belgian debtors, especially as the 2018 Belgian tax reform introduced a cap on the amount of certain tax attributes (such as

Brexit does not only impact fishing territories but also M&A transactions

7 January 2021

During the holidays and after lengthy negotiations, the EU and the UK agreed on a Brexit – deal.   As foreseen, on 1 January 2021, the transition period during which the UK was still considered a Member State of the EU and European Economic Area (EEA) has ended. Among a variety of topics, this is

Consolidation of Joint Ventures not always required for the 30% EBITDA rule

18 September 2020

As from assessment year 2020 (FY starting as from 1 January 2019) a 30% EBITDA rule limits the maximum amount of interest relief, whereby ‘exceeding borrowing costs’ are only tax deductible up to the higher of 30% of the tax-adjusted EBITDA or €3m. This de minimis rule should be calculated at Belgian group level. Based

COVID-19 #16 Change of control – impact on tax attributes

20 May 2020

A staggering US$2,500bn. That’s the estimated ‘dry powder’ currently held by private equity firms at a global level. Although a lot of that money is likely to be invested in businesses that are coping (reasonably) well with the ongoing crisis, troubled sectors may nonetheless see a greater deal of activity as they may present opportunities

COVID-19 #15 Management Participation Schemes under water

18 May 2020

The fact that Governments are gradually defining their exit strategy, does unfortunately not imply that managers are already seeing the exit horizon they were hoping for when they invested in the group. As we may have left the path of a buoyant M&A market, a lot of managers may be in dire straits as their