DWMC offers a full range of services in the areas of corporate law and M&A transactions. 

Our specialist team assists domestic and international clients in all projects and transactions relating to the life cycle of companies and corporate groups. 

Working closely with the other specialists in our office, the Corporate and M&A department offers advice and assistance in a cross-sectoral approach adapted to the legal, tax and social issues and constraints. 

Our expertise in corporate law and M&A includes the following services: 

Corporate law 

• Incorporation of companies  (choice of the appropriate corporate form, Articles of Association, internal regulations, tax-optimised holding structure, coordination of work with the notary);
• Shareholders’ relations (negotiation and drafting of shareholders’ agreements and/or clauses of the Articles of Association, withdrawal or exit mechanisms, protection of minority shareholders, subscription agreements);
• Corporate governance (administration scheme with regard to legal, tax, social and operational aspects, drafting of management agreements, advice and assistance with regard to directors' liability);
• Corporate housekeeping (minutes of the board od directors and general meetings of shareholders, convening formalities, conflict of interest procedures, special reports, documentation relating to the approval of annual accounts, UBO formalities, appointment and resignation of directors).

M&A

• Sale and acquisition of companies (integrated advice and support throughout the share deal process, including negotiation and drafting of sale and purchase agreements and related contractual documentation, legal audits, post-closing litigation);
• Sale and acquisition of businesses, branches of activity and universality of assets (asset deals, including transactions regulated by the  Code of Companies and Associations or non-regulated transactions);
• National or transnational restructuring operations (mergers, demergers, contributions of universality or branch of activities, transformation of companies, etc.);
• Structuring and assistance in private equity transactions, venture capital;
• Joint ventures;
• Advice and analysis on anti-trust rules, European and national competition law.

Corporate restructuring and insolvency

DWMC assists clients in the field of corporate insolvency law (bankruptcy, judicial reorganisations) as well as in the dissolution and liquidation of companies.

Corporate Litigation

DWMC assists and represents clients in all types of corporate litigation, including shareholders’ disputes, expulsion  and withdrawal actions, M&A claims, directors’ liability, etc.

We represent our clients in court proceedings, arbitration and mediation.

As a rule, we take a proactive approach to identifying potential disputes. 

DWMC has built up a particularly strong practice in advising professional and lobby associations based in Belgium.

We assist these associations with their constitution and advise them on all legal issues affecting the exercise of their activities, including issues of association law, European and competition law, commercial law, social law (including immigration issues), tax law, intellectual property and data protection.

In particular, we assist associations in :

• choosing the most appropriate corporate structure (ASBL, AISBL, foundation) and the constraints in terms of governance and management;
• drafting articles of association and internal rules so as to adapt them to the functioning of the association and/or align them with best practices adopted by other Brussels-based associations;
• compliance with anti-trust rules, training in competition law and, in general, all matters relating to European and competition law;
• restructuring of associations (national and cross-border mergers and demergers and liquidations);
• registering with the European Transparency Register;
• data protection law issues, including compliance with the General Data Protection Regulation (GDPR);
• labour and social security law (including issues relating to immigration and international mobility of workers);
• tax law (including VAT and cross-border transactions);
• intellectual property rights (including trademark protection of the association's name and licensing).

We have also developed a Corporate Housekeeping department, which deals with the publication of decisions taken by the associations (composition of the board of directors, change of registered office, etc.) and the obligations regarding (Ultimate Beneficial Owners (UBOs), as well as the coordination of the intervention of the notary when this is legally required.

Finally, we monitor legal developments on an ongoing basis and inform our clients of significant legal developments.

Our team is headed by Alain Costantini, who has developed a unique practice focused on professional and lobby associations since 1994 and is one of the most experienced and recognised specialists in this field. He regularly advises more than 40 associations and is an associate member of FAIB since 2005, the Federation of European and International Associations established in Belgium (www.faib.org).

• Corporate tax / legal entity tax / personal tax
• Inheritance and registration tax
• International taxation
• Rulings and tax formalities

• Pre-litigation administrative procedures
• Litigation administrative procedures
• Judicial procedures
• International tax dispute resolution procedures
• Negotiation / conciliation

• Management and transmission of assets (national and international aspects)
• Donations (movable and immovable) and wills (civil and tax aspects)
• Matrimonial regimes
• Transfer of family businesses
• Simple partnership
• Life insurance
• Extra-judicial mandates

• Real estate projects and other specific schemes
• VAT unit
• Audit (commercial/non-commercial)
• Imports/Exports

• Tax regularisations
• Money laundering prevention obligations
• Tax compliance
• Banking compliance

• Tax and legal structuring of reorganisation operations
  • Analysis and establishment of a restructuring scheme adapted to the legal and fiscal objectives and constraints
  • Optimisation of groups of companies
  • Tax treatment of the operation

• Assistance with and implementation of reorganisation operations
  • Mergers, demergers and similar operations
  • Cross-border mergers (and similar operations)
  • Contributions of universality or branch of activities
  • Transfers of universality or branch of activity (regulated or not)
  • Transformation of companies 

• Real estate transactions
  • Tax optimisation of real estate projects
  • Tax optimisation of rights in rem (usufruct, surface area, long-term lease)

• Sale and acquisition of (real estate) companies
  • Tax and legal structure of real estate share deals
  • Tax and legal structuring in private equity and MBO transactions
  • Assistance in transactions (tax due diligence, negotiation, etc.)

• Tax optimisation of income from the sale/concession of copyrights
• Tax optimisation of innovation income (patents, software, etc.)

• Tax regimes of financial products (SICAV, bonds,...)
  • Withholding tax on movable property
  • “Cayman” tax
  • Tax on stock exchange transactions
  • Capital gains tax regime
• Regulation and tax regimes of alternative investments (cryptocurrencies, NFTs, tokens, etc.)
  • Reporting obligations
  • Capital gains tax regime
  • Assistance with applications for authorisation and other regulations (FSMA, etc.)
• Assistance in obtaining tax rulings

Commercial law

• Distribution law (distribution, agency, commission and franchise contracts) ;
• Commercial contracts (sale, mandate, commercial lease, services, consultancy, partnership, consortium, ...);
• Market practices and consumer protection (consumer information, advertising, unfair terms, market practices prohibited or contrary to honest practices);
• Construction law

Civil and commercial litigation

• Litigation before all Belgian courts;
• National and international arbitration (CEPANI, ICC, etc.);
• Commercial mediation.

Intellectual property and protection of business secrets

• Copyright law;
• Protection of computer programs and databases;
• Trademark law;
• Patent law;
• Licensing agreement;
• Protection of trade secrets.

New technology and e-commerce law

• Computer  agreement;
• E-commerce;
• Blockchain and NFTs.

Protection of privacy

• Protection of personal data (GDPR);
• Image rights

Individual labour law

• Conclusion, performance and termination of the employment contract
• Nature of the employment relationship: employee / self-employed (requalification)
• Drafting of contracts (useful clauses, car policy, mobile phones, internet)
• Liability (immunity, salary attachment)
• Obligations of employers - public authorities: prior hearing and motivation of the leave (Law of 29 July 1991 - Principles of good administration)
• Moral and sexual harassment
• Changes to essential elements (function, remuneration, place, schedule)
• Act equivalent to breach
• Judicial resolution
• Unfair dismissal / dismissal for serious causes
• Resignation
• In-company training/integration contract (PFI)
• Exit negotiations
• Etc.

Collective labour law

• Social elections (abusive applications, protected workers)
• Collective dismissals, closures, etc.
• Strikes, pickets
• Trade union negotiations
• Subcontracting
• Etc.

Social security law

• Liability
• Exemptions
• Posting of workers
• Unemployment (conditions for granting unemployment benefits, impact of the existence of a mandate on the right to unemployment benefits, sanctions)

Privacy of employees and miscellaneous

• Compliance with the General Data Protection Regulation (GDPR)
• Monitoring of telecommunications
• Code of ethics
• Diversity and neutrality at work
• Fraud prevention - anti-corruption policy

Remuneration and benefits

Implementation of salary structures:

• Variable remuneration plan
• Fringe benefits
• Alternative remuneration schemes
• Mobility plan
• Alternatives to company car
• Cafeteria plan
• Share ownership, stock options, warrants, performance share plans
• Supplementary pensions
• Salary splits
• Management company
• Expense reimbursement policies

Audit and optimisation of remuneration policies

Conclusion of prior agreements with tax and social security authorities

International mobility

• Assistance in the context of secondment, transfer and expatriation
• Application of the special tax regime for impatriate workers and researchers
• Implementation of salary splits

Assistance with tax and social security audits

• Preparation of visits and hearings of the inspection services
• Identification of possible problem areas
• Negotiation with tax and social security authorities
• Representation before courts and tribunals following audits

Executives and company directors

• Service or management agreements
• Establishment of management companies
• Management committees

We advise our clients in aspects relating to competition law, and more specifically cartels, abuse of dominant position, merger control and unfair competition. 

We advise and assist our clients on possible antitrust and competition law issues arising in the context of commercial agreements, including exclusive and selective distribution, franchising and e-commerce and assist them on compliance strategies and training programs for investigations (dawn raids) carried out by DG Competition.