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Newsletter • Shareholders’ agreements in the light of the Code of Companies and Associations: good agreements make good friends

15/02/2021

The Code of Companies and Associations has more impact than you might think at first glance. It is not only advisable to have your articles of association thoroughly screened, but also your shareholders' agreement. The Code of Companies and Associations offers numerous new options for establishing agreements between shareholders. One of the most important changes is the liberalisation within the private limited company, whereby from now on the free transfer of shares is also an option. Vice versa, shareholders also have numerous options for imposing restrictions on the transfer of shares. For example, an approval clause (“goedkeuringsclausule”) may prevent someone from becoming a shareholder in the company. For example, the personal commitment of the founder can be crucial to the successful growth of a start-up. In this case, an inalienability clause (“onvervreemdbaarheidsclausule”) for a certain period of time can ensure the loyalty of the founder because of his great added value for the company (capacities, network, clientele, etc.). The various possibilities offered by the Code of Companies and Associations, are tailor-made and must always be prepared with proper legal knowledge in order to strengthen the position of the shareholder. It is therefore important to anticipate this in a shareholder agreement and to work out the transfer restrictions in detail, taking into account the amendments of the Code of Companies and Associations, but also the new B2B act. Providing for clear agreements regarding potential disputes between directors and/or shareholders is essential in a shareholders’ agreement. If no clear rules have been agreed beforehand (e.g. a mediation procedure, binding third-party decision, call and put options, etc.), such conflict could lead to the end of a constructive cooperation between the shareholders. In addition, the governing body can also be composed on demand. Are you a director? Take into account that from now on you can agree on a statutory protection for your dismissal as a director, whereas previously you were dismissible ad nutum. It is desirable to avoid conflicts and contradictions between the shareholders' agreement and the articles of association, if new clauses about the management of the company are included in the articles of association. In addition, the Code of Companies and Associations includes a renewed regulation concerning voting rights, including the introduction of shares to which multiple voting rights is attached or without voting rights. This can be interesting in the context of succession planning, but also when attracting new investors, this technique offers the possibility of preserving the existing relations within your company. It is appropriate to implement this in an (existing) shareholders' agreement. Due to the wide contractual freedom offered by the Code of Companies and Associations, numerous variations are possible. Do you have any questions about this matter? Quorum is pleased to assist you. You can always get in touch with your regular contact at Quorum or by sending an email to info@quorumlaw.eu.
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Newsletter • General terms & conditions and standard contracts after December 1, 2020

09/02/2021

Your General Terms & Conditions And Standard Contracts (B2B) After December 1, 2020 • What Will Actually Change For Your Company? The Act of 4 April 2019 introduces, for the first time in Belgium, rules to protect companies against unfair clauses in contracts between companies (“B2B”). These new rules limit the contractual freedom of companies and apply to all contracts concluded, amended or renewed after 1 December 2020. Due to its broad scope, the Act will apply in B2B relationships to general terms and conditions, distribution agreements, share purchase agreements, shareholders’ agreements and services agreements. The new B2B-act provides three categories of unlawful clauses: (i) the general prohibition of any clause which, alone or in conjunction with other clauses, creates a manifest imbalance between the rights and obligations of the contracting companies; (ii) the 'grey list' and (iii) the 'black list'. The potential impact of the B2B-act should not be underestimated, as the Act has a broad scope and the inclusion of an unlawful clause in a contract leads to the nullity of this clause. The ‘grey’ list contains eight clauses which are presumed to be unlawful, including, among others, clauses which shift the economic risk without consideration and clauses which inappropriately exclude or limit the contracting party’s legal rights in case of breach of contract or defective performance of any of its contractual obligations. The grey list creates great uncertainty. In M&A practice, for example, it is common to shift risks between parties, whether or not by using representations & warranties and by limiting liability. These are often key negotiating points in a share purchase agreements. With the new B2B-act shall undermine ‘inappropriate’ exclusions or limitations of liability (cap, basket, etc. ), deviations from the "normal" allocation of risk between parties and "inappropriate" limitation periods. It remains to be seen how the judges will interpret such clauses in light of the B2B-act. Finally, there is a "black list" of four clauses which are irrefutably deemed to be unfair and prohibited in business-to-business contracts, such as, for example, unilateral interpretation clauses or irrefutable knowledge and acceptance clauses. Contain your general terms and conditions a knowledge and acceptance clause of the general terms and conditions? Please note that in the future such clauses will only be lawful if the contracting company has or has had the opportunity to take note of your general terms and conditions. Tailor-made clauses will become more essential in order to avoid discussions and uncertainty. Quorum is happy to advise you on the screening of your current standard contracts and general terms and conditions in order to adapt them to the new B2B-act. You can always contact your regular contact person at Quorum or send an e-mail to info@quorumlaw.eu.
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Quorum advises shareholders of iGuana NV and iGuana B.V. in sale to Youston NV

05/02/2021

iGuana has developed its own Document Management Software and offers scanning services to digitize large archives. It also manufactures and distributes advanced V-shaped book scanners under the Qidenus brand. The company is headquartered in Zaventem, Belgium and has offices in The Netherlands, Cyprus, Prague and Vienna. Its clients include both private and public companies such as large hospital groups, libraries and museums. Youston is specialized in storing large archives and digitizing them if desired. It recently opened a new facility where up to 5 million archive boxes can be stored. Quorum was pleased to assist the shareholders of iGuana NV and iGuana B.V.
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Newsletter • Which protection against creditors do you still have?

02/02/2021

During the first wave of the coronavirus, the Belgian legislator already provided several protective measures for companies in financial difficulties including a moratorium on bankruptcy and a temporary restriction of seizures (see Royal Decree No. 15 of 24 April 2020). The Belgian legislator also stepped in during the second wave by adopting a second moratorium that expired on 31 January 2021 (see Article 71 of the law of 20 December 2020). These temporary measures were necessary to avoid a tsunami of bankruptcy proceedings and to provide companies with temporary breathing space. However, the aforementioned measure has had the effect of keeping several "zombie companies" alive, which is not desirable. Today, companies are no longer automatically protected against bankruptcy. As a result, the federal government has decided not to extend the moratorium, but eased the judicial reorganization procedure. This new support measure, of which the concrete implementation is not yet known, aims to relaunch companies by temporarily protect them from their creditor(s) and to develop a plan to systematically reduce their debts. The Economic Law Code provides three types of procedures: (i) an amicable agreement with one or more creditors, (ii) a collective agreement with all creditors, and (iii) a transfer of part of or the whole company under judicial authority. For now, companies still have to rely on the ordinary regulation contained in the Economic Law Code since the federal government has not yet concretized the effect of the facilitation of judicial reorganization procedure. Such procedure can bring significant benefits to companies and is worth to be considered at the right moment. However, this is not without any risks for the directors. In the event of an incorrect judicial reorganization, directors may be held liable for all debts in a subsequent bankruptcy. It is therefore crucial to assess the company's financial situation and to make a considered decision in favour of the appropriate procedure. Appropriate guidance and advice are crucial in this regard. Is your company in financial difficulty or do you have further questions about the impact of these measures? Please feel free to contact your regular contact person at Quorum or send an email to info@quorumlaw.eu. Let’s get through this together!
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Quorum has advised TRAINM NV with obtaining a 'COVID-19-loan

29/01/2021

Quorum has advised TRAINM NV with obtaining a 'COVID-19 loan' of 800.000 EUR granted by Participatie Maatschappij Vlaanderen NV (hereafter “PMV”). TRAINM NV is a unique data-driven multidisciplinary rehabilitation center for children and adults with a neurological or orthopedic disorder or injury. By granting this loan, PMV wants to ensure the continuity of the rehabilitation center and help with the further growth of TRAINM NV. Click here for the article published in de Tijd:https://www.tijd.be/ondernemen/algemeen/coronalening-van-800-000-euro-voor-revalidatie-met-exoskeletten/10271967.html’
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Quorum assisted Unifiedpost Group with the acquisitions of 21 Grams, BanqUP and Akti

29/01/2021

Unifiedpost Group is a Belgian public fintech company providing a secure, cloud-based platform which allows automated business functions. The Swedish company 21 Grams is a leading provider in the Nordic countries of mission-critical outbound mailing solutions and optimized postage and parcel services. The acquisition of 21 Grams allows Unifiedpost Group to gain a solid foothold throughout Scandinavia and expand its activities from fifteen to twenty European countries. Additionally, Unifiedpost Group acquired the Belgian companies BanqUP and Akti. BanqUP is a renowned specialist in banking services and Akti is a cloud company which provides SMEs with e-commerce solutions, including order management and invoice processing. The acquisitions of BanqUP and Akti enable Unifiedpost Group to bring more open banking and data analytics capabilities to its SME customer base and will help them to develop their e-commerce activities. Quorum was therefore pleased to assist Unifiedpost Group with these acquisitions who have strengthened Unifiedpost Group’s position as a leading European fintech company. For more information, click here: https://www.unifiedpost.com/en/news/articles/unifiedpost-starts-2021-with-three-acquisitions
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Quorum assisted EIFFAGE Group regarding the acquisition of Solufak BV

25/01/2021

Solufak is a reference player in the Belgian market of audiovisual (“AV”) integration services, providing end to end AV solutions using top tier products. The EIFFAGE Group is one of the European leaders in construction, energy systems, infrastructure and concessions. EIFFAGE Group, with headquarters in France, distinguishes itself through the diversity of its skills and technical know-how. With the acquisition of 100% of the shares of Solufak, EIFFAGE Group adds a new company to its portfolio. Quorum was therefore pleased to assist the EIFFAGE Group in the framework of this acquisition. For more information, click here: https://www.solufak.be/en/news-1/as-of-01012021-solufak-is-part-of-the-eiffage-group
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Quorum assists Van Moer Logistics in the framework of the investment with Van Wellen Storage

25/01/2021

Van Wellen Storage has recently acquired an interest in the real estate of Van Moer Logistics. With this transaction, Van Moer and Van Wellen consolidate their cooperation in the Port of Antwerp and continue to build on the future. At the same time, the founder and CEO of Van Moer Logistics has implemented a substantial capital increase in the logistic activities of his company, which will allow significant growth and thus continued development of this business unit. It was a pleasure to assist Van Moer Logistics in both transactions. For more information, click here: https://vanmoer.com/blog/investing-in-the-future-with-van-wellen-storage
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Quorum assisted INOPSYS NV in the framework of a C capital round

22/12/2020

Quorum is proud to have advised and assisted INOPSYS NV in the framework of a €5,2 million series C capital round. Check out the full news item below. Click here for the article published in de Tijd: https://www.tijd.be/ondernemen/milieu-energie/vlaamse-scale-up-haalt-palladium-en-zink-uit-afvalwater/10280408.html
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Newsletter • Update • Let’s get digital

13/05/2020

Update Let’s get digital – A practical view: COVID – 19 Crisis versus general meeting. Updated statement following the publication in the annexes to the Belgian Official Gazette of the Royal Decree of 28 April 2020 extending the measures taken by the Royal Decree No. 4 of 9 April 2020. The Royal Decree No. 4 has introduced alleviating measures enabling companies to organise their general meetings without violating the mandatory rules to combat the COVID-19 virus. The Royal Decree of 28 April 2020 has extended the temporal scope of the exemption until 30 June 2020. However, the extension until 30 June 2020 does not affect the deadline for the annual general meeting. The principle remains that the meeting may be postponed for a maximum of 10 weeks after the deadline permitted by law.
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Newsletter • Let’s get digital • A practical view

07/04/2020

Let’s get digital – A practical view: COVID – 19 Crisis versus general meeting. Physical meetings have become impossible in light of COVID-19 Crisis and the measures imposed by the government. In this context, an authorization decision regarding the organization of companies’ general meeting was submitted to the government, temporarily implementing a number of alleviating measures, intended to enable companies to convene their ordinary general meetings in accordance with the mandatory rules put in place to combat the COVID-19 virus, insofar as these meetings have been convened or must be convened prior to 19 April 2020.
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Newsletter • Prevention is better than cure

31/03/2020

Prevention is better than cure – managers should take the necessary measures now. The outbreak of the COVID-19 virus and the protective measures issued by the government have a particular impact on your company, e.g. at a financial level. It is therefore crucial that every director can take the necessary measures in a timely manner to avoid directors’ liability.
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