Corporate M&A in Belgium

Publication

24-06-2025

We have contributed to Chambers Global, where we shared our expert insights on the evolving legal and transactional landscape. Our commentary highlights key trends, challenges, and opportunities shaping the field.

This contribution outlines the key factors influencing corporate activity and transactional trends in Belgium. Despite global uncertainty, Belgium continues to present attractive opportunities for investors, supported by economic resilience, a skilled workforce, and strategic positioning in Europe.

The overview covers:

Key Legal and Market Developments

FDI Screening: Since the Belgian FDI regime took effect in mid-2023, most notifications have involved the data and healthcare sectors. Internal restructurings continue to test the regime’s scope, raising discussions about its long-term efficiency and focus.
Civil Code Reforms: The modernisation of Belgium’s Civil Code remains ongoing, with significant changes to tort liability introduced under Book 6 earlier this year, further impacting contractual negotiations and liability considerations in transactions.
Corporate Governance: New requirements now mandate shareholder approval for significant asset transfers by listed companies, increasing transparency and minority shareholder protection in larger corporate transactions.
Cybersecurity Regulation: Belgium has taken a leading role in implementing the EU’s NIS2 Directive and DORA, which both entered into force in early 2025. These regulations raise cybersecurity to a board-level priority, with clear implications for deal structuring, due diligence and post-acquisition integration.

Evolving Challenges and Opportunities

Regulatory Scrutiny: Heightened regulatory oversight continues to lengthen deal timelines and increase execution risks. Early regulatory assessments and proactive compliance strategies are proving essential for deal certainty.
Market Volatility: Ongoing geopolitical tensions and economic fluctuations continue to push many players toward smaller, programmatic transactions.
ESG Considerations: ESG is becoming a factor in M&A, with enhanced due diligence essential to address potential risks, while new EU initiatives (e.g. the 2025 Omnibus package) aim to simplify sustainability regulations and support business innovation.