Capital markets & listed entities

Our practice is unique and leading, as we advise clients both on typical corporate and financial law issues and on landmark transactions in the Belgian market. From complex offerings of securities, takeover bids, mergers and spin-offs to the review of internal governance procedures, the drafting of corporate policies, corporate governance charters and dealing codes, and assistance with shareholder engagement.

Our team also advises on sector-specific regulations (e.g. credit institutions, state-owned enterprises, REITs, funds), as well as fit and proper questions. We have developed unique expertise in handling disputes before regulators and courts involving listed companies or their team members. Our multidisciplinary teams regularly assist in liability cases and compliance reviews and help prepare and implement measures to mitigate risks for directors and senior management.

Our clients include listed companies and their legal counsel and corporate secretaries, shareholders and prospective investors (both Belgian and from abroad), board members and senior management, independent directors, as well as financial advisers, covering all areas of industry.

Some references of leading transactions

• Galapagos: Assistance to Gilead, Galapagos’ reference shareholder, in Galapagos’ demerger into two listed entities, one of which being a SpinCo with approximately EUR 2.45 billion in cash and certain material contracts (2025)

• Ghelamco: Ghelamco’s ABB of existing shares in Swedish-listed Eastnine AB (2024)

• Direct Line: Assistance to the UK listed company Direct Line in the context of the proposed takeover bid by Ageas (2024)

• Atenor: Atenor’s capital increase of EUR 181.5 million through a public offering followed by an additional private placement (2023)

• Care Property Invest: CP Invest’s EUR 111 million rights issue (2023) and EUR 59.7 million ABB (2020)

• Warehouses De Pauw: WDP’s EUR 300 million ABB (2022), EUR 200 million ABB (2021), EUR 200 million ABB (2020) and EUR 100 million private placement of green bonds (2018)

• Adecco Group: Adecco’s acquisition of AKKA Technologies by way of the acquisition of a majority stake followed by a mandatory tender offer and squeeze-out (2022)

• Befimmo: Assistance to AG Real Estate and AXA IM Alts, Befimmo’s largest shareholders, in the context of the voluntary public tender offer for Befimmo’s shares (2022)

• Retail Estates: Retail Estates’ EUR 55 million ABB (2022), EUR 75 million private placement and listing of bonds (2019) and EUR 123 million rights issue and secondary listing on Euronext Amsterdam (2018)

• Acacia Pharma Group: Acacia’s takeover by scheme of arrangement by Eagle Pharmaceuticals (2022) and EUR 30 million ABB (2020)

• Care-Ion: Care-Ion’s two consecutive ABBs of EUR 52 million and EUR 47 million (2022)

• Hyloris: Hyloris’ EUR 15 million ABB (2022) and EUR 62 million IPO (2020)

• Nextensa: Leasinvest’s renunciation of its BE-REIT status, and business combination with Extensa (2021); Leasinvest’s EUR 100 million private placement and listing of bonds (2019) and EUR 84 million rights issue (2018)

• Ekopak: Ekopak’s direct listing on Euronext Brussels and EUR 50 million private placement (2021)

• Xior Student Housing: Xior’s EUR 178 million rights issue (2021) and EUR 54 million ABB (2020)

• Fortress Investment Group: Fortress’ EUR 30 million equity investment in Celyad Oncology (2021)

• Materialise: Materialise’s USD 96 million US public offering (2021)

• 3d investors: 3d’s voluntary public tender offer for Zenitel (2021)

• Aedifica: Aedifica’s EUR 459 million rights issue (2020), EUR 206 million ABB (2020), public tender offer for Hoivatilat (2020), secondary listing on Euronext Amsterdam (2019) and joint venture for its apartment buildings division (2018)

• SFPI/FPIM and Sabena Aerospace: Mandatory tender offer for SABCA, followed by a squeeze-out, by Blueberry, a joint venture between SFPI/FPIM and Sabena Aerospace (2020)

• Calliditas Therapeutics: Calliditas Therapeutics’ acquisition of a controlling interest in Genkyotex SA, followed by a mandatory tender offer and a subsequent squeeze-out (2020-2021)

• Gilead Sciences: Gilead’s USD 5.1 billion transformative R&D collaboration with Galapagos (including a USD 1.5 billion equity investment) (2019)

• Dexia: Dexia’s delisting from Euronext Brussels (2019)

• Triple Living: Triple Living’s EUR 47 million private placement and listing of bonds (2019)

• Eurocommercial Properties: Eurocommercial’s secondary listing on Euronext Brussels (2018)

• Ablynx: Sanofi’s public tender offer for Ablynx (2018) and Ablynx’s USD 230 million IPO on Nasdaq (2017)

• Vastned: Vastned Retail’s public tender offer for Vastned Retail Belgium (2018)

• Atenor: Atenor’s capital increase of EUR 45.3 million through a private investment in public equity (PIPE) (2025) and EUR 181.5 million capital increase through a public offering followed by an additional private placement (2023)

Our ongoing assistance to listed entities:

• Compliance reviews following potential non-compliance

• Implementation of sustainability reporting and its assurance

• Improving governance, internal control systems, risk management and compliance, and elaborating them in corporate policies and corporate governance charters

• Elaboration and implementation of the remuneration policy, including all aspects of variable and share-based remuneration

• Preparation of preparedness manuals for use in the event of a public takeover bid