Belgium: M&A/Private Equity

Goodwin Procter LLP submits detailed observations on the European Commission's draft merger control guidelines, identifying four critical areas where current drafting risks undermining legal certainty: the innovation shield's failure to operate as a genuine safe harbour, insufficient evidentiary boundaries for reverse killer acquisition theories, lack of limiting principles in entrenchment and ecosystem theories, and unworkable compliance obligations regarding common ownership by institutional investors.

McDermott Will & Schulte and Brunswick Group examine the European Commission's most significant reassessment of EU merger control in over two decades, exploring how the draft guidelines aim to modernise enforcement for digital markets, innovation and competitiveness. The discussion reveals key procedural shifts including the introduction of a "theory of benefit" framework and what businesses should prepare for as the final guidelines approach publication.

European M&A activity in the first half of 2026 presents a paradox: deal values reached their highest levels since late 2021 at USD661.5 billion, yet transaction volumes dropped sharply by 17.8%. Strategic acquirors are pushing forward with deals despite geopolitical uncertainty, with defense, renewable energy, and electric vehicles emerging as key sectors driven by supply-chain concerns and evolving EU regulatory dynamics that favor domestic consolidation while scrutinizing foreign investment.

The Belgian Competition Authority (BCA) has published its priorities paper for 2026, setting out its enforcement priorities and strategic initiatives for the coming year.

The European Commission intensifies its use of the Foreign Subsidies Regulation with new investigations into Chinese manufacturers, while the EU and UK establish a post-Brexit competition cooperation framework. Meanwhile, sweeping new maritime and industrial strategies signal Europe's shift toward strategic autonomy, combining decarbonization mandates with heightened scrutiny of foreign investment in critical sectors.

The Foreign Subsidies Regulation enables the European Commission to take action in relation to foreign subsidies that may distort competition within the European Union.

What is the current business climate in your jurisdiction, including major political, economic, and/or legal activities on the horizon in your country that could have a big impact on businesses?

Although interest charges related to debt-leveraged equity distributions can in principle be deducted (subject to conditions)...

The substantive FSR review essentially follows a three-step test: (i) assessing whether a foreign subsidy distorts the EU market; (ii) weighing the foreign subsidy's negative effects against its positive impacts ("balancing test"); and (iii) imposing remedies if necessary...