Belgium proposes a draft law to simplify disclosure, marketing, and meeting rules for listed companies, aligning with EU standards.
Key takeaways
- The draft law reduces administrative burdens for listed companies.
- Notices for shareholders’ meetings would no longer require publication in the Belgian State Gazette or national newspapers.
- Disclosure delays: justification to FSMA only on request, not systematically.
- Marketing materials for rights issues no longer need prior FSMA approval.
Introduction
A new draft law has been introduced in the Belgian Chamber with the aim of modernising and simplifying the regulatory framework for listed companies. This reform is designed to reduce unnecessary administrative burdens, enhance market efficiency and legal certainty, and bring Belgian legislation in line with prevailing European standards.
Key Changes Proposed
Simplified Disclosure of Inside Information
Companies must still inform the FSMA when inside information is made public, but in case of a delayed disclosure, a justification for such delay is only required if requested by the FSMA. This aligns Belgian practice more closely with European norms and applies to all companies with listed securities.
Marketing Materials for Rights Issues
Marketing materials for rights issues will no longer need prior FSMA approval, even when a prospectus is used. Instead, these materials must simply be notified to the FSMA at the latest when they are made available to the general public. Content rules remain unchanged.
Publication Requirements for Shareholders’ Meetings
The requirement to publish notices for shareholders’ meetings of listed companies in the Belgian State Gazette and a national newspaper will be removed. Publication on the company website and other existing channels will suffice, streamlining procedures and reducing costs.
This reform focuses on reducing unnecessary administrative burdens and enhancing market efficiency
Implementation Timeline
The draft law is still subject to parliamentary approval. In the absence of a specific entry-into-force date, the new rules will apply ten days after publication in the Belgian State Gazette. Further changes to the rules for listed companies may be introduced at a later stage.
Action Points
- Review your company’s compliance procedures in light of the upcoming changes.
- Monitor the Belgian State Gazette for the law’s publication and effective date.
- Contact your EY Law contact person in case of questions.
Authors:
Virginie Ciers, Partner EY Law
Jonathan De Landsheere, Senior Counsel EY Law
