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).