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How the implementation of AIFMD in Belgian law will affect private equity transactions

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25 March 2014

On 10 March 2014, the draft law implementing the alternative investment funds management directive 2011/61/EU (AIFMD) was submitted to Belgian parliament (the AIFMD Law). We expect the final AIFMD Law to become effective in the second quarter of this year. The legislative process is unlikely to result in any significant changes to the draft AIFMD Law.

Articles 76 to 83 of the AIFMD Law will impose obligations on large AIFMs managing one or more AIFs that acquire major holdings in or control of certain types of portfolio companies.

The obligations arising from these articles include:

  • the requirement to notify the acquisition of major holdings and control of non-listed companies;

  • disclosure requirements on the acquisition of control of (listed or non-listed) companies;

  • some specific annual reporting requirements in the event of an AIF exercising control of non-listed companies; and

  • certain restrictions on asset stripping for AIF that acquire control over a (listed or non-listed) company.

These obligations do not apply if the portfolio company is a ‘small’ company or a special purpose vehicle whose purpose is the purchasing, holding or administering real estate.

This briefing paper describes and analyses the requirements that the AIFMD Law will impose on an alternative investment fund manager managing an alternative investment fund that acquires a controlling shareholding in a (listed or non-listed) company, and the related restrictions on asset stripping. We also highlight the notification obligations on acquisition (or loss) of a major holding in non-listed companies.

A more detailed eAlert on the impact of the implementation of AIFMD in Belgium can be found here.