Corporate

Tuerlinckx Tax Lawyers assisted a leading international player specialising in water treatment technology in its sale to a listed group. This acquisition saw the listed group double its turnover. Because of the complex international structure due to the presence of several companies in multiple jurisdictions (Netherlands, USA, Philippines, Thailand, etc.), an in-depth tax analysis was required prior to the transaction. Ultimately, the was concluded in September 2023. Incidentally, this deal was nominated at the M&A Awards 2023 in the "Mid Cap Corporate Deal 2023" category.

Many executives and key people working within an international context face alternative remuneration structures. There may be proposals to subscribe (with or without management company) to stock option plans, RSU schemes, Phantom shares/Virtual Stock Options, and so on. The interplay between these Anglo-Saxon-inspired remuneration structures and Belgian taxation deserves an in-depth tax analysis in each case. These remuneration structures are often used in companies aiming to expand their operations. On the one hand, the beneficiary receives an incentive to invest in the sustainable growth of the company and, on the other, the company can retain the necessary cash to ensure its continued growth. There are tax opportunities but also pitfalls in all alternative remuneration proposals. We reviewed all the remuneration structures of Belgian or Belgium-based managers from more than 30 international companies including tech giants.

Tuerlinckx Tax Lawyers supported one of the largest energy suppliers in the context of a leveraged buyout in which the shares of two inactive shareholders were acquired by the remaining shareholders. The operating companies were characterised by a fragmented shareholder structure. Thus, several shareholders held shares both privately and through their management company. Along with this exit, a decision was also made to simplify the shareholder structure and create a coherent whole. Within this framework, a holding company was set up to accommodate the participations in the operating company. Moreover, the holding vehicle was financed with a view to acquiring the shares of the exiting shareholders. All this was combined with a double partial demerger of the companies involved. The group now has a solid shareholder structure which can only benefit the company's growth.

Tuerlinckx Tax Lawyers assisted a European player in "pre-food" processing in the restructuring of the group's real estate. The company group held operational properties but also managed a substantial portfolio of non-operational, residential properties. Operational real estate was centralised within one operational company through partial demergers. The non-operational real estate was also placed in one central real estate company that would serve as a family investment vehicle. Tuerlinckx Tax Lawyers supervised the restructuring operations and obtained a positive ruling in advance regarding the tax neutrality of the restructuring as a whole.

Tuerlinckx Tax Lawyers assisted a leading player in the food sector in rationalising its group structure and embedding various operational branches in a transparent corporate structure. The group's top holding company held direct stakes in several companies with different activities (manufacturing, distribution and real estate). Through partial demergers, the top holding company was split into several holding companies, one for each activity. Given the tax complexity of such a transaction and the tax risks involved in restructuring a top holding company, a tax ruling was obtained beforehand from the ruling commission. The CORPORATE team negotiated the neutrality of the demerger transactions, as well as the conditions under which the UBOs of the top holding companies could transfer shares to third parties tax-free. The group's top holding company held direct stakes in several companies with different activities (manufacturing, distribution and real estate). Through partial demergers, the top holding company was split into several holding companies, one for each activity. Given the tax complexity of such a transaction and the tax risks involved in restructuring a top holding company, a tax ruling was obtained beforehand from the ruling commission. The CORPORATE team negotiated the neutrality of the demerger transactions, as well as the conditions under which the UBOs of the top holding companies could transfer shares to third parties tax-free.

The firm advised a leading player in the auction house sector on corporatising its software development. By bringing the companies related to the development of its software product into a separate company structure, external investors could directly join the software project. The CORPORATE team supervised the totality of corporate transactions in which the companies related to the software product were centralised under a holding company via partial demergers and contributions in kind. Subsequently, Tuerlinckx Tax Lawyers supervised the entry of external investors and the negotiations regarding the shareholder agreement. The entire restructuring was submitted to the ruling committee for approval in advance. This resulted in a tax-neutral restructuring and the corporate group was able to attract external partners to specifically invest in the further development of the software product.

Tuerlinckx Tax Lawyers assisted a major player in the automotive sector, based in East Flanders, in the purchase of the shares of a company specialising in the sale of (used) mobile homes. To this end, the shares of the two parent companies were transferred to the buying party, followed by a phased exit of the two selling shareholders/natural persons who were also directors in the target. As the historical group structure for the target no longer made business sense, a restructuring process, which includes a double parent-subsidiary merger, was initiated in 2024 with a view to simplifying the group structure.

The team of lawyers supervised the acquisition of a trading fund by an accounting firm. Both the acquiring and transferring parties are well-known accounting firms in the Kempen region. The acquisition agreement was drafted taking into account the delicate nature of the industry, such as accountant deontology, client base and transfer of files. In order to provide the acquiring party with the necessary certainty regarding the completeness and veracity of the representations and warranties, the agreement provided for a phased payment modality, whereby the purchase price could still be corrected in favour of the acquirer at various points in time. The acquisition of the trading fund led to a significant increase in clientele and turnover for the acquirer.

Tuerlinckx Tax Lawyers is the external legal counsel of a listed, international group specialising in waste treatment (Waste-To-Energy Solution Provider) and provides corporate housekeeping in this context. As the daily contact for the European structure of the international group, the CORPORATE team takes minutes at the general and management meetings of the corporate group, handles the contractual set-up of the investments, which to date amount to more than EUR 300 million, and supervises the restructuring of the European structure, which unfolded over a period of four years and took place by means of various share acquisitions, the establishment of new (holding) companies and capital increases. Today, the group has a logical and robust shareholder structure, which enables it to achieve its stated objectives as efficiently as possible.

The exiting partners of a real estate company sold their shares in the company to the remaining partners. In the share purchase agreement (SPA) the sellers provided a number of assurances to the buyers, including that the company had complied with all tax obligations. A tax assessment followed the transfer. The CORPORATE team assisted the buying partners with the post-acquisition claim, in order to enforce the agreed safeguards under the SPA. Thanks to a thorough analysis of the agreement, and after the necessary negotiation and mediation with the transferor, the tax debt was partially offset against the acquisition price.

Wealthy families are often faced with challenging investment proposals where realising returns is key. For the family office of a wealthy Belgian family, setting up a special purpose vehicle was essential to finance real estate activity in the leisure industry, with an investment value of EUR 50 million. Tuerlinckx Tax Lawyers played a crucial role by reconciling value creation with sufficient contractual comfort. After successful results, the invested capital was further increased.

For two brothers who together with a third brother built a successful SME in the maritime sector, expert guidance was crucial during a shareholder dispute. External circumstances had left the three brothers in dispute, which risked jeopardising the enterprise value they had built up over years. To top it all off, one of the brothers was dismissed as a director of the company, leading to the need for exclusion proceedings. After several intense negotiation sessions, an agreement was reached whereby the two brothers were bought out, without imposing a non-compete clause.

Tax guidance and contractual set-up in the context of a EUR 1.3 million capital investment by an insurance company was essential for a start-up in the technology sector, which developed a digital application with broad applications. This capital was increased to ensure sustainable growth and investment. For the insurer, this was a strategic partnership, seeking synergies that would complement their existing portfolio. The successful guidance allowed the capital round to take place, and shareholder agreements were concluded that clearly set out the arrangements between the two parties.