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. This offers clients strategic policy advice and support in shaping draft EU legislation and administrative decisions.
Our Brussels office advised on all the M&A, financial and antitrust workstreams, including negotiating and implementing the remedies (divestments) to meet the regulatory requirements and obtain clearance. Our team also took care of the tax and employment aspects of the deal.
We have also advised AB InBev on its acquisition of:
- its remaining stake in Mexico-headquartered Grupo Modelo SAB for €15.88bn, entailing a public takeover bid in Mexico; and
- Oriental Brewery from KKR and Affinity for $5.8bn.
The most recent was Solvay’s €5.5bn acquisition of rival Cytec Industries. We helped with remedy negotiations to secure clearance at phase one from the European Commission, along with merger clearances in the US, Brazil, Japan, South America, South Korea and elsewhere.
This deal came soon after Solvay’s high profile 50/50 joint venture with Ineos, on which we also advised. We organised the carve-out of the group’s PVC activity, created the joint venture (Inovyn), steered the client through an in-depth phase-two merger investigation by the Commission and the negotiation of a complex remedies package, and assisted on the early exit from the joint venture for €335m.
Prior to these transactions, we advised Solvay on the €4.5bn acquisition of the French chemicals group Rhodia and the €4.1bn sale of its worldwide pharmaceuticals business to Abbott Laboratories. We also advised Solvay on several debt capital markets transactions.
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 (the €800m financing and the issuance of its US co-borrower term loan B structure amounting to $850m). In parallel, we advised Telenet on its €530m 144A/Reg S high-yield structured notes issuance.
We have also advised Telenet on:
- its €400m acquisition of the cable business of SFR in Belgium and Luxembourg from Altice Group;
- the public takeover by Liberty Global of the shares of Telenet that it did not already own;
- 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.
We successfully defended NEC in the European Commission’s ODD cartel investigation, resulting in NEC being dropped from proceedings in which the Commission fined eight suppliers of ODDs €116m for colluding on procurement tenders by two computer manufacturers.
Freshfields’ success for NEC followed a four-year investigation by the Commission, including defending a statement of objections (SO) and a supplementary SO. We convinced the Commission that its allegations were not supported by the evidence, resulting in NEC being dropped from the investigation at the last stage of the proceedings.
The case highlights the importance of evidentiary issues in defending cartel investigations, specifically in cases where the Commission seeks to rely on a broad concept of ‘single continuous infringement’. This issue has been at the centre of a number of recent judgments by the European courts that reached the same conclusion on the use of evidence as that advocated by Freshfields in the ODD case.
Following a significant amount of document review and analysis that challenged the Commission’s interpretation and assumptions, numerous replies to information requests, a reply to a letter of facts, and an independent submission on the standard of evidence, Freshfields was able to secure this very important win for the client – protecting it both from fines and from the risk of follow-on damages claims.
We are advising multinational corporates on their challenge to a European Commission decision that Belgian tax rulings on ‘excess profit’ amounted to unlawful state aid and that unpaid taxes should be paid back to the Belgian state.
We helped these clients lodge a challenge with the General Court of the European Union seeking annulment of the Commission's decision and an appeal against the recovery requests from the Belgian tax authorities.