“The extract from the share register submitted has no probative value with regard to the current shareholder structure.”

In its judgement of 22 April 2021, the 𝐜𝐨𝐮𝐫𝐭 𝐨𝐟 𝐚𝐩𝐩𝐞𝐚𝐥 𝐨𝐟 𝐀𝐧𝐭𝐰𝐞𝐫𝐩 inferred the current shareholding of a target company from certain notarial deeds, agreements and minutes of the general meeting of shareholders, even though a (incomplete and generally deemed faulty) copy of the share register was available. The Court hereby confirmed the non-exclusive nature of a share register as evidence of share ownership.

👉 Want to learn more about this judgement and other key Belgian M&A cases from 𝐭𝐡𝐞 𝐩𝐚𝐬𝐭 𝟐𝟓 𝐲𝐞𝐚𝐫𝐬? You can find them all here, together with our related annotations: https://lnkd.in/eAPqN3_i

📊 By the way, did you know that 𝐭𝐡𝐞 𝟓𝐭𝐡 𝐞𝐝𝐢𝐭𝐢𝐨𝐧 𝐨𝐟 𝐭𝐡𝐞 𝐌&𝐀 𝐒𝐮𝐫𝐯𝐞𝐲 (https://lnkd.in/ebdW4q5F) shows that a clear majority (58%) of the examined acquisition agreements contained a specific time limitation of 120 months with respect to “fundamental” representations and warranties, which i.a. cover the seller’s unencumbered ownership of the shares being sold? We will be organizing a 𝟔𝐭𝐡 𝐞𝐝𝐢𝐭𝐢𝐨𝐧 𝐨𝐟 𝐭𝐡𝐞 𝐌&𝐀 𝐒𝐮𝐫𝐯𝐞𝐲 this year. Leave your contact details on this form below to participate and help us find out whether this trend has continued: https://lnkd.in/eQU-ksZF

Follow along with our corporate and M&A team as we highlight more interesting case law in the coming weeks!

𝐀𝐧𝐲 𝐪𝐮𝐞𝐬𝐭𝐢𝐨𝐧𝐬? Please contact the authors (Bart Bellen | Ine Schockaert | Kristof De Wael | Karlien De Ryck | Maarten Cnudde | Charlotte Van Weehaeghe | Ward De Byser | Marthe Wouters).

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