NEW BELGIAN COMPANY CODE !

c.hanssen

Christoph
Hanssen
Submitted by c.hanssen on Fri, 01/03/2019 - 10:26

English
Practice Area

Company law

elegis supports its domestic and international clients in all the aspects of company law. Its lawyers provide their assistance, in particular, at the time of:

  • business creation (choice of the corporate form, drafting of the Articles of Association and shareholders’ agreements, etc.),
  • restructuring operations (merger, splitting, takeover, transfer of shares, acquisition of shareholding),
  • conflicts between shareholders or claims invoking directors’ liability,
  • reorganisation of companies in difficulty (judicial reorganisation by collective agreement or transfer of activity/activities, voluntary liquidation, etc.),
  • liquidation or bankruptcy.

When your company is being incorporated, elegis will guide you through the process of selecting the company form that will be best suited to your activity and in drafting the Articles of Association and any shareholders’ agreements.
elegis is also able to offer you assistance throughout your company’s existence.  For many clients, our law firm takes care of the organisation, management, registration and publication of company documents but we will also be there to assist you in your business development operations.

elegis offers extensive experience in assisting shareholders and directors in organising general meetings and board meetings and resolving difficulties relating to the running of meetings. Our lawyers assist clients in shareholder conflicts, (protection of minority shareholder rights, exclusion or compulsory redemption procedures, etc.) or when their director’s liability is invoked or even conversely to invoke the liability of a shareholder or director.

Lastly, elegis’ clients can count on us when they are facing difficulties to help them to reorganise and overcome setbacks or, if such an operation is no longer possible, to wind up a business or file for bankruptcy.

Insolvency & Restructuring

We advise domestic and international clients on all aspects of insolvency law.

We address questions and problems that arise in issues of debt collection and recovery, and assist enterprises facing difficulties in commercial inquiry services in the commercial courts. We assist in planning restructuring measures and their implementation, as well as assisting creditors in dealing with debtors in a state of imminent insolvency (cfr. US Chapter 11 proceedings). We have years of practical experience in dealing with debt collection issues, executing privileges and sureties, and retention and bankruptcy disputes.

We also provide advice and assistance in Continuity of Enterprises Act (WCO) procedures: we assist our clients throughout the entire WCO procedure, both judicially and extrajudicially, in addition to supporting them in implementing the restructuring measures (as prescribed by the reorganisation plan). This includes, inter alia, drafting a reorganisation plan and applications, support in interacting with the appointed judge as well as defending the WCO file before the court, and negotiating an amicable or collective agreement with creditors. Lawyers specialised in company or social law are able to intervene on behalf of their clients in every phase of the procedure (in case of collective agreement as well as transfer of activities).

Mergers and Acquisitions ( M&A)

Our M&A practice group assists both domestic and international clients throughout the entire M&A process, giving advice in the initial offering phase, conducting and organizing due diligence surveys, deal structuring, negotiating and drafting all transaction documents such as letters of intents, reps and warranties, disclosure letters, share and asset acquisition agreements, deal financing agreements, … . . We further give advice on ( leveraged ) buy out transactions and mergers. We also advise and support  clients in post-closing  disputes and integration,  price adjustment settlements, litigation and arbitration.

Sector

Belgium is a country characterised by SMEs and family businesses, which form the backbone of our economy. That makes an empathy for their specific business activities and a results-oriented, bespoke approach very important.
Elegis has accrued extensive experience in guiding and advising these companies in the various aspects of their operations. As specific issues can arise during the start-up phase, the daily management and during strategic decision-making, we are happy to share this considerable experience and knowledge, which also extends to the drafting of shareholder agreements and family charters in family businesses.

 

Hans Van De Wal appointed adjunct-professor in Brussels

c.hanssen

Christoph
Hanssen
Submitted by c.hanssen on Wed, 10/10/2018 - 09:54

English
Practice Area

Criminal law

The extent of the stronghold of criminal law on the business world is irrefutable.

Not only can it be said that no economic, tax, social or environmental regulations are issued that do not contain criminal provisions but public authorities effectively institute proceedings particularly on the basis of tentacular money-laundering regulations.

The criminal law team advises and assists individual entities (self-employed, employees or company executives) and legal entities, whether they are domestic or foreign clients, both in the assessment of their criminal risk (compliance) and in the defence of their interests in the context of legal proceedings.

In the latter context, elegis assists its clients whether they are accused of having committed one or more infringements or of being victims of offending conduct. elegis provides its support both during the inquiry phase (contacts with the magistrates, preparation of hearings, applications to inspect the file, requests for additional investigative measures, application for release of seizure, etc.) and during the judgement phase before the courts. elegis is also involved in plea bargaining with judicial authorities and civil transaction with victims or offenders.

elegis’ lawyers intervened in cases concerning standard offences such as corruption, fraud, forgery and the use of forged documents, misuse of company assets, market manipulation, money laundering or more specific offences such as environmental, social or tax infringements.

These services can be provided in French, in Dutch and in English.

Furthermore, against the background of the globalisation of business, our firm has developed close ties with various first-rate law firms throughout the world. We also regularly work with various accounting and finance professionals sometimes to provide evidence of embezzlement, sometimes to demonstrate a misinterpretation of accounts by the prosecution.

elegis also has widespread practical experience in common criminal law cases (theft, possession of drugs, abuse, etc.).

Lastly, since 2016, an appeal (Court of Cassation) in criminal cases has to be filed by a lawyer holding a specific certificate and this firm holds such a certificate enabling us to manage all the phases of proceedings.

By way of illustration, you will find below a list of types of cases in which elegis’ lawyers were involved:

  • Complaint by a bank for IT fraud
  • Defence of a foreign company accused of having falsified documents und having used such documents to deceive consumers, with the help of third parties, on the quality of the products being sold
  • Defence of a company accused of having participated in a fraud in the context of a public takeover bid and in various operations 
  • Defence of a company belonging to an international group accused of having participated, with other companies and persons of the group, in misuse of company assets to the detriment of a subsidiary of the group and having driven the latter subsidiary to bankruptcy
  • Defence of a sportsman accused of corruption for distorting the results of a sports competition
  • Defence of managers of a waste processing company accused of having infringed the applicable environmental protection rules
  • Defence of the manager of a company accused of having participated in a VAT carousel fraud
  • Defence of a self-employed person for infringement of the applicable excise regulations
  • Defence of a company accused of being liable for the death of a worker occurring on one of its operating sites
  • Defence of a company accused of having infringed social regulations concerning self-employed workers
  • Defence of a company director accused of having infringed the rules regarding secondment of foreign workers.

 

Smartest car charge point of Flanders inaugurated at Greenbridge, Ostend with support of Elegis

c.hanssen

Christoph
Hanssen
Submitted by c.hanssen on Tue, 02/10/2018 - 13:57

 

 

Smartest car charge point of Flanders inaugurated at Greenbridge, Ostend with support of Elegis

 

On Thursday, September 27th, under large attention, the smartest charging station in Flanders was put into use on the parking area of the innovation and incubation center Greenbridge UGent Campus Ostend. Almost 60 people interested in tomorrow’s technology as well as the Mayor of Ostend, Johan Vande Lanotte, and the Flemish Minister for Finance and Energy, Bart Tommelein, attended this event. This pilot project is a collaboration between charging infrastructure manager MobilityPlus, Antwerp law firm Elegis (Jan Delanote) and the West-Flemish energy company Yuso. With this charging station, companies can provide the ever increasing contribution of electric vehicles in their company's fleet with green electricity on the exact moments surpluses on Elia's high-voltage grid can be eliminated.

 

During his speech, UGent Professor and the promoter of the Campus in Ostend, Carl Devos, speeched about the importance of Greenbridge as an incubator for young, progressive companies and initiatives such as this smart charging station. Michel Verschuere, manager of Yuso gave a brief explanation of how companies with smart charging stations can contribute to the supply certainty of energy and the stabilization of the electricity grid. Because of the number of Electric Vehicles (EV’s) is expected to continuely increase in the coming years, the additional impact of the need for charging capacity for EV’s is to be fully addressed. Although charging the estimated 25 million EV’s sold in Europe by 2025 will not cause a dramatic increase in total power consumption, it is, according to McKinsey, important to choose the right moment of the time of loading the EV’s. If not, the further increase jeopardizes the already important 'evening peak’ and  stability of our power grid. In Belgium this is a hot topic as in November 2018 only one of the seven nuclear power plants will be operational.

 

Mayor Johan Vande Lanotte, who in the past was one of the promoters of more wind and solar energy for Flanders, pointed out the further importance of the development of the knowledge center in Ostend in general and Greenbridge in particular. Minister Bart Tommelein then thanked the initiators of this pilot project, Greenbridge, MobilityPlus, Elegis Law Firm and Yuso, for choosing Ostend as the basis for the further roll-out of the smartest charging concept for EV’s. Bart Tommelein made the following brief statement: "A smart charging station will become an additional actor in our future electricity model. Especially in locations where cars are parked for a long time, a smart charging station can contribute to a stable electricity grid. By charging only at times when there is an oversupply of electricity, so when the price is the lowest. Companies with a large vehicle fleet, but also individuals at home can benefit from it in the future."

 

These speeches ware followed by the solemn commissioning of the smartest charging station in Flanders on the Greenbridges parking area. This charging station can also be used by anyone who has a charging card. More info about this at the secretariat Greenbridge that can provide a charge card for every visitor of Campus UGent Ostend.

 

Elegis Advocaten leads the collaboration between parties, as well as the launch of this project to the users. The contractual framework is set in a challenging public and private legal environment, where not only contractual aspects are discussed, but also competition law and intellectual law aspects play an important role.

 

After one year of extensive testing, the loading post is publicly presented on the University Ghent campus in Ostend, Greenbridge, on September 27, 2018. You are invited as well! You may subscribe at: http://www.greenbridge.be/en/evenement/inhuldiging-slimme-laadpaal.  

 

Jan Delanote – Elegis Advocaten

 

English

Assimilation of "le fait du prince" with covered war risks amounts to the exclusion of this risk under an “all risks” cargo open cover.

c.hanssen

Christoph
Hanssen
Submitted by c.hanssen on Tue, 10/04/2018 - 10:01

Assimilation of "le fait du prince" with covered war risks amounts to the exclusion of this risk under an “all risks” cargo open cover.

 

In its judgment of 15 January 2018 the Court of Appeal Ghent had to decide whether the confiscation of goods by the Byelorussian custom authorities was covered under a MARSH marine cargo “all risks” policy, which included both risks on land and at sea, but excluded war risks. However, the open cover additionally provided coverage for war risks, but only at sea.

 

The “all risks” cover did not explicitly enumerate acts of public authorities (“le fait du prince”) under its exclusions (it was not mentioned under the war risks exclusions), but under the war risks coverage they were assimilated with war risks "as far as useful".

 

Insurers argued that from this assimilation of “le fait du prince” under the war risks coverage it follows that this risk was excluded as a war risk under the all risks coverage and hence that they were only covered under the war risks, i.e. when the act of the public authority occurred at sea. Since the confiscation occurred on land, there was no coverage for the claim.

 

The insured argued that under Belgian law some risks (e.g. marine risks), are no longer covered in case of war and hence that the assimilation of certain risks with war risks covered under the war risk coverage can only be interpreted as an extension of the risks covered in case of war, and that an extension of the war risks coverage cannot be interpreted as an extension of the war risks excluded under the all risks cover.

 

The Court of Appeal Ghent followed the underwriters’ interpretation of the policy and decided that their interpretation was supported by the fact that on the backside of the insurance certificates issued (though referring to different all risks insurance conditions than those applicable) acts of public authorities were also excluded, as well as by the fact that the insured did not timely protest against the underwriters’ rejection of coverage based upon that interpretation of the policy.

 

For more information on issues of cargo insurance, please contact w.denhaerynck@elegis.com

 

English
Practice Area

TerraLex, our global law firm network

c.hanssen

Christoph
Hanssen
Submitted by c.hanssen on Thu, 08/02/2018 - 14:20

TerraLex, our global law firm network

 

 

elegis is a member firm of TerraLex, a global network of independent law firms. This network  connects more than150 leading law firms in more than 100 different countries. www.terralex.com

 

TerraLex defines its mission as follows

 

As business and needs grow globally, clients require access to an expanded support system. TerraLex offers access to rigorously vetted law firms from strategically-resourced locations – ensuring strong legal advocates no matter how far and wide your business grows. For more than 25 years TerraLex member firms have provided clients with trusted, quality legal service where it counts as a locally-focused, strategically-resourced, and expertly-vetted collaboration of problem solvers poised to resolve issues of all scopes.

Our Mission is to help member firms serve their clients' legal needs and business interests through a worldwide network of quality law firms that meets high professional standards. As a voluntary association of independent law firms, each TerraLex member retains the right to work with any law firm or client. Member firms operate as separate enterprises, responsible for their own staff and work products.

 

TerraLex helps us to assist our clients with their international business transactions ( acquisitions, contracts, proceedings, ... )  by having direct access to leading law firms and expert lawyers in more than 100 countries.

 

brochure : https://www.terralex.org/publication/7f7a87282f/download?fileid=b6301d8b65

For additional information please contact one of the TerraLex representatives of our firm:

Peter Engels ( p.engels@elegis.com) , Edmond Brondel (e.brondel@elegis.com)     Wouter Den Haerynck (w.denhaerynck@elegis.com)  and  Christoph Hanssen (c.hanssen@elegis.com)

English

The SOLAS Amendement on Verified Gross Mass

c.hanssen

Christoph
Hanssen
Submitted by c.hanssen on Wed, 19/10/2016 - 18:44

 

 

English
Practice Area

Transport & Maritime

Since 1978, elegis’ Transport & Maritime department has assisted various foreign and domestic enterprises and authorities in questions concerning transport and maritime law. Born out of prof. Marc Huybrechts’ practice, the department has accrued a tremendously deep expertise in matters of commercial transport law, transport insurance law, and public and international maritime law.

Over the years, elegis Transport & Maritime has not only gathered a widespread international network of correspondents and clients, but also a deep knowledge of the ins and outs of the Flemish Port Community and in particular the port of Antwerp. This enables elegis Transport & Maritime to offer you quick and professional assistance in even the most complex maritime affairs.

Amongst other areas, our expertise lies in cargo damage claims, collision and general average, freight forwarding, ship rental, seizure of ships (and cargo), salvaging of vessels and cargo, oil pollution, and maritime expertises.

Additionally, we assist our clients in the most diverse matters of import and export, with a particular eye for the problems that freight handlers (nations, stevedores and terminal operators), shippers and interested parties of the good can face (e.g. pledge redemption, liens, SOLAS, etc.).

As a final point, elegis Transport & Maritime also offers a unique, time-honed experience in assisting public-sector authorities.

Our service comprises both consulting and litigation in court.

elegis Transport & Maritime counts cargo and shipping stakeholders, as well as intermediaries such as freight forwarders, shipping agents and stevedores amongst its regular clients, in addition to governments.

Sector

For decades, elegis Harbour & Logistics has specialised in assisting its customers in terms of (multimodal) transport, harbour and distribution, and logistics.

Amongst other services, elegis Harbour & Logistics assists its clients in the drafting and review of various contracts concerning warehousing of cargoes, intermediaries and integrated logistics, including general terms and conditions as well as bespoke contracts for logistics providers, transporters and charterers.

Furthermore, the team has the necessary expertise in the safeguarding and formatting of various contractual and extra-contractual liability claims in the logistics sector. elegis’ service extends from providing legal and strategic advice to assistance in legal procedures, ranging from straightforward recoveries to the most complex international problems.

The Harbour & Logistics team counts both customers and providers of logistics services, as well as their insurers, amongst its clients. These include shippers, freight forwarders, shipping companies, hauliers, air carriers, terminal operators, nations, stevedores, waterway authorities and port authorities. The team’s specialists handle cases in Dutch, French, English or German.

Vague reference to a foreign investigation insufficient for a Belgian conviction

c.hanssen

Christoph
Hanssen
Submitted by c.hanssen on Wed, 19/10/2016 - 18:39

 

 

In a money laundering investigation in Belgium, the public prosecutor initiated criminal proceedings due to assumptions that the funds on the Belgian bank accounts were the result of a fraud in the Netherlands (more specifically a Ponzi scheme or pyramid games). The Dutch prosecutor started an investigation as well.

 

The criminal court convicted the suspects on charges of money laundering. It pronounced prison sentences, substantial fines, the dissolution of a company and confiscation of all the funds. The court of appeals in Brussels has afterwards acquitted all suspects of the charges, ordering the return of the funds to the suspects.

 

The court decided that it could not confirm a conviction based upon a simple allegation that criminal offences have been committed in the Netherlands, without substantiating it in any way with conclusive evidence.

 

The defense – assisted by Elegis law firm – pleaded not guilty and the court of appeals followed with a full acquittal, which is in accordance with the basic rights of defense and presumption of innocence.

 

English
Practice Area