At last, after roughly two years, the EU Directive 2016/943 (hereinafter: The Directive) of 8 July 2016 has finally been transposed by the long-awaited Belgian Law of 30 July 2018 on the Protection of Trade Secrets (hereinafter: The Law) that entered into force on 24 August 2018.

The Law brings clarity, among other things, by giving a legal definition of “trade secrets” and provides useful mechanisms that allow more effective enforcement of the right to the protection of trade secrets.

Considering that The Law is in large part a copy/paste-exercise from The Directive, we first recollect the main objectives and principles of The Directive. 

Numerous articles compare different European countries or compare Europe and the US when it comes to financial regulation, the IPO market or the types of FinTech applications that are easily adopted (or not) by the public. We decided to take a look in a different direction and together with the Japanese law firm Keiwa Sogo Law Offices, Simont Braun’s Digital Finance team examined the FinTech trends in both Belgium and Japan. Interesting resemblances, but also surprising differences came out from this analysis and showed that there are different means to the same end, especially when it comes to payments.  

Associations and foundations are not immune to the upcoming reforms: the Code of Economic Law has already made enterprises liable to be declared bankrupt, and it is now a question of endowing them with a new set of rules, partly common to companies.

What are the changes to expect from the new Companies’ and Associations’ Code, currently discussed at the Parliament?

1. The Law of 18 September 2017 implementing the 4th EU Anti-Money Laundering Directive of 20 May 2015 (Directive EU 2015/849) has established a register of beneficial owners, namely the “UBO register” (Ultimate Beneficial Ownership). The Royal Decree of 30 July 2018 on the operating procedures of the UBO register has been published in the Belgian Official Journal on 14 August 2018 and will enter into force on 31 October 2018. 

The required information on the beneficial owners shall have to be communicated for the first time to the UBO register on 30 November 2018 at the latest.

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1.     Introduction

The public offer of investment instruments and their admission to trading on a regulated market used to be governed by the law of 16 June 2006 implementing the Directive 2003/71/EC of 4 November 2003 (the Law of 2006).

While mandatory disclosure of information is vital to protect investors and constitutes a necessary step towards completion of the so-called ‘EU Capital Markets Union’[1], the rules laid down in Directive 2003/17/EC led to divergent approaches across Europe and resulted in significant impediments to cross-border offers of securities, multiple listings on regulated markets and to EU consumer protection rules.

Therefore, the EU legislator repealed the Directive 2003/71/EC and adopted the Regulation 2017/1129 of the European Parliament and of the Council dated 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”). The Prospectus Regulation imposes obligations having a direct effect on persons involved in the offering or listing of securities.

On 13 July, the amended settlement of € 1.3 billion reached between Ageas (former Fortis) and Deminor was declared binding by the Amsterdam Court of Appeal. It is the largest settlement of investors’ claims in Europe so far. 

On 15 May 2018, the Belgian Government filed a draft law concerning the implementation of a new specialised English-speaking court in Brussels: the Brussels International Business Court (“BIBC”).

The Belgian Parliament is currently reviewing the draft law. The Government intends to ensure the entry into force of the law on 1st January 2020 at the latest.

On 1 June 2018, the amendments[1] to the Benelux Convention on Intellectual Property (BCIP), adopted in 2014, entered into force. From 1 June on, new powers are attributed to both the Benelux Court of Justice (BCJ) (1) and the Benelux Office of Intellectual Property (BOIP) (2). Furthermore, a new opposition ground – currently already available to opponents of EU trademarks – is available (3). The implementation of the second EU harmonisation directive is on track but still not in force. 

Même ne répondant pas à toutes les conditions légales, une clause de non-concurrence peut donner lieu à des indemnités en faceur du travailleur partant.