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16 April 2021 / news

B2B prohibition of unfair clauses creates legal uncertainty for M&A practice

The Belgian legislator has introduced a prohibition on 'unfair clauses' in agreements between enterprises through the Law of 4 April 2019 concerning the abuse of economic dependence, unfair clauses and unfair market practices in B2B relations (the “B2B Law”). In short, the B2B Law prohibits each clause which, individually or taken together with other clauses, creates a significant imbalance between the rights and obligations of the parties. Only the 'core clauses' of an agreement are not subject to this scrutiny provided they are written in an intelligible and clear way (transparency test).

B2B prohibition of unfair clauses creates legal uncertainty for M&A practice

The B2B Law furthermore includes a black list (4 clauses which are irrefutably deemed to be unfair and therefore prohibited) and a grey list (8 clauses which are presumed to be unfair but the presumption can be refuted). We refer to the page New rules in B2B relationships for further general information on the B2B Law.

The legal uncertainty created by this legislation may have an important impact on the Belgian M&A practice.

The impact of the B2B prohibition of unfair clauses on the Belgian corporate/M&A practice
Are there ways to avoid, or at least mitigate, the impact of the B2B Law on the Belgian corporate/M&A practice?


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