An Introduction to and Evaluation of the 2019 Belgian Companies Act – Preparing for the Previous War?

IF 1.3 Q1 LAW

European Company and Financial Law Review Pub Date : 2023-02-01 DOI:10.1515/ecfr-2023-0011

H. De Wulf

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Abstract

Abstract 109This article discusses some aspects of the completely new Companies Act (“BCCA”) adopted in Belgium in 2019. Even though the reform touched upon all aspects of company law and all company types, its main goal was to roll back Belgian goldplating of EU company law Directives and to turn the hitherto very rigid Belgian private company into a very flexible, contractual vehicle with little mandatory law applicable to it, except for rules on creditor protection. As part of this reform, the concept of legal capital (not just minimum capital requirements) was abolished for the private company. In order to allow a Belgian company to better compete in the light vehicle competition, Belgium moved from the real seat doctrine to the incorporation theory. For public companies, the main reform was probably the introduction of loyalty shares, which (so far) did not succeed in attracting more listings to the Brussels stock market, but did allow existing controlling shareholders to cement their control with a smaller stake than before. The reform was very successful in increasing legal certainty about many issues about which no authoritative case law exists. But in a way, the reform fought the last war (the light vehicle competition) while arguably not enough attention was paid to enabling venture capital and private equity contracting and the capital structures that go with these investments.110

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2019年《比利时公司法》的介绍和评估——为上一次战争做准备？

摘要109本文讨论了比利时2019年通过的全新《公司法》（“BCCA”）的一些方面。尽管改革涉及公司法的各个方面和所有公司类型，但其主要目标是撤销比利时对欧盟公司法指令的镀金，并将迄今为止非常僵化的比利时私营公司转变为一个非常灵活的合同载体，除债权人保护规则外，几乎没有强制性法律适用于它。作为这项改革的一部分，私营公司取消了法定资本的概念（而不仅仅是最低资本要求）。为了让比利时公司更好地在轻型汽车竞争中竞争，比利时从真正的座位理论转向了合并理论。对于上市公司来说，主要的改革可能是引入忠诚股，这（到目前为止）并没有成功吸引更多的上市公司进入布鲁塞尔股市，但确实允许现有控股股东以比以前更少的股份巩固他们的控制权。改革非常成功地提高了许多没有权威判例法的问题的法律确定性。但在某种程度上，改革打了最后一场战争（轻型汽车竞争），同时可以说没有足够关注促成风险投资和私募股权合同以及与这些投资相关的资本结构。110

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来源期刊

European Company and Financial Law Review LAW-

CiteScore

1.00

自引率

16.70%

发文量

期刊介绍： In legislation and in case law, European law has become a steadily more dominant factor in determining national European company laws. The “European Company”, the forthcoming “European Private Company” as well as the Regulation on the Application of International Financial Reporting Standards (“IFRS Regulation”) have accelerated this development even more. The discussion, however, is still mired in individual nations. This is true for the academic field and – even still – for many practitioners. The journal intends to overcome this handicap by sparking a debate across Europe on drafting and application of European company law. It integrates the European company law component previously published as part of the Zeitschrift für Unternehmens- und Gesellschaftsrecht (ZGR), on of the leading German law reviews specialized in the field of company and capital market law. It aims at universities, law makers on both the European and national levels, courts, lawyers, banks and other financial service institutions, in house counsels, accountants and notaries who draft or work with European company law. The journal focuses on all areas of European company law and the financing of companies and business entities. This includes the law of capital markets as well as the law of accounting and auditing and company law related issues of insolvency law. Finally it serves as a platform for the discussion of theoretical questions such as the economic analysis of company law. It consists of articles and case notes on both decisions of the European courts as well as of national courts insofar as they have implications on European company law.