Business Law

Corporate M&A Commercial Intellectual Property Litigation

contrast has a team of experienced corporate and business lawyers.

We advise and represent domestic and international companies, private and publicly-held, in all aspects of their business dealings and disputes.

Our team has particular experience in corporate law, mergers and acquisitions, commercial agreements, intellectual property and litigation. According to ‘The Legal 500’, contrast’s corporate and M&A team is a “diligent and hardworking team, which is excellent on all levels. Practice head Bart Bellen always keeps the client’s needs in mind”.

Corporate

contrast includes corporate law specialists.

Our team advises on corporate law matters on a daily basis. We have particular experience in advising on acquisition structures, negotiating and drafting shareholders’ agreements, joint ventures, direct investment, corporate restructurings, governance, unincorporated and uncommon company types, director/auditor liability and certain aspects of accounting law.

We have negotiated various complex shareholder agreements in connection with management buy-outs and joint ventures, both acting for minority as well as for majority shareholders. We also have particular experience with the role of the “board room counsel” advising boards, chairmen or executive management on the legal aspects of their strategy and on corporate governance issues that may sometimes arise.

We have experience with all types of corporate transactions and restructurings. At the request of certain clients, we assist in the organization of their board or shareholders’ meetings and handle corporate registrations and publications.

Recent assignments include:

• our role as lead counsel for a director of a major, listed distressed bank and insurance group following various government interventions, divestitures and ensuing corporate governance issues, investigations and litigation in various jurisdictions;
• lead corporate counsel for a multinational company coordinating the organization of a shareholder consultation process and structuring and implementation of a significant capital increase supported by a leading private equity investor and various groups of shareholders in multiple jurisdictions (including parallel negotiations with syndicated lenders to amend senior debt and security agreements);
• lead corporate counsel coordinating a multi-jurisdictional corporate legal review of almost 50 subsidiaries for a multinational company;
• advising the board of a distressed company in its relations with shareholders in connection with a rescue plan and the preparation of general meetings;
• structuring and implementation of a capital increase and multi-jurisdictional private placement for a closed-end investment company;
• negotiation of a joint venture agreement for the development of a major off-shore renewable energy project in the North Sea;
• legal advisor for a professional services firm advising on legal structure of the partnership and various governance matters;
• negotiation of a shareholders’ agreement between a substantial number of shareholders of an R&D company with a previously unorganized shareholder structure at the occasion of a capital increase.

M&A

contrast advises purchasers and sellers of businesses in all phases of their M&A activities. We can complete a transaction, from the initial stage, through due diligence, to the conclusion of final agreements.

Recent major deals include:

• lead counsel investigating and negotiating the acquisition of a Belgian company with subsidiaries in various European countries for a foreign private equity house;
• acquisition of a Belgian company with activities throughout Europe for a multinational distribution company;
• acquisition of industrial land and a chemical plant and negotiation of various supply and service agreements;
• advising a listed investment company in connection with the acquisition of control through subscription to a capital increase of a multinational high-tech company and negotiation of related subscription, shareholders’ and subordinated debt agreements;
• legal organization of an international auction sale process of a Belgian distribution company and negotiation of sale agreement;
• advising Belgian and Dutch/German investment companies in the successful sale of their jointly-held portfolio of minority investments in investee companies located in four European countries; this type of portfolio sale was unprecedented in the Benelux;
• various MBO, LBO, recapitalization and secondary buy-out operations, acting for buyers or sellers;
• sale of a majority shareholding in a multinational group listed on Euronext.

A number of these transactions required either EU merger clearance or national merger clearances in specific member states.

Commercial

Our team advises both established and start-up companies on a daily basis regarding every aspect of commercial law. For example, our team is actively involved in providing day-to-day legal support to a major multinational company active in the development of the on- and off-shore market for renewable energy sources. contrast also advises a leading Belgian retailer with respect to its daily commercial issues and provides general legal support to an international car manufacturer.

Lawyers at contrast are highly experienced in drafting, negotiating and reviewing commercial contracts and other commercial documents on a wide range of matters such as, sale, supply, agency, distribution, commission, franchising, strategic and development co-operation, licensing, rent, loans, construction and the acquisition or leasing of real estate. In this respect, our firm currently assists several companies in a variety of industries regarding all contractual aspects of their operations and business dealings.

Members of our team are also regularly requested to conceive customized distribution structures and to establish and draft the contractual framework to organize the client’s business and its commercial relationships.

Lawyers at contrast provide advisory services in the field of consumer protection and unfair trade practices including (i) advice on trade practices under the Unfair Trade Practice Act such as distance selling, sale at a loss, misleading or comparative advertising, etc.; (ii) the development and review of advertising and other promotional campaigns; (iii) the monitoring of new regulatory developments that are important to the client’s business; as well as (iv) the representation of clients in cease-and-desist proceedings before the Belgian courts. Our firm also assists several clients on other matters such as product liability, labeling, data protection and e-commerce matters.

Other recent major assignments include:

• negotiation of a novel agreement between a licensed operator of a digital broadcasting network and a leading cable company for the lease of digital transmission frequencies and transmission of wireless digital quality TV and radio broadcasts in the Flemish and Brussels Region;
• negotiation of a long-term office lease agreement and arrangements for refurbishing and facility management for a multinational company establishing its European headquarters in Belgium;
• drafting and roll-out of generic agency and distribution agreements for use by a multinational distribution company;
• organization and management of a contract database for a multinational company;
• drafting and negotiating several commercial agreements for a leading international supplier of smart cards;
• drafting and negotiating several cooperation and lease agreements for a phosphates producer.

Intellectual property

Our IP practice encompasses all aspects of IP law, both in terms of advisory services, contractual matters and dispute resolution. We advise clients with respect to all aspects of IP with a specific focus on trademarks, patents, databases and copyright.

Besides the provision of advisory IP services, lawyers at contrast regularly draft and negotiate license and other agreements involving IP rights. For example, contrast advised a media & entertainment company with respect to the contractual and IP aspects of its business. Members of our firm also regulary draft patent license agreements for companies active in various industries.

Lawyers at contrast are also experienced in IP litigation and have defended several clients in trademark, database and patent proceedings. For example, members of our firm have recently represented:

• a company in the advertising industry in several trademark disputes with respect to the infringement of a trademark that constitutes the company's most valuable assets;
• a major company in the confectionery industry in trademark infringement and connected damages proceedings;
• an international producer of cooking utensils in legal proceedings initiated by a competitor with respect to the alleged infringment of one of its brands;
• a leading multinational distributor of consumer electronics products in several legal proceedings, including a counterfeit seizure procedure and civil and criminal court proceedings;
• a Belgian human resources company in a counterfeit seizure procedure, a cease-and-desist procedure and proceedings on the merits initiated by a competitor regarding the alleged infringement of the latter's database rights.
  

contrast also assists clients in enforcing their IP rights vis-à-vis IP authorities. Recent assignments include the representation of a major Belgian company in the life sciences and medical services industry before the courts regarding the refusal of the trademarks office to register one of its brands as a trademark.

As to patents, we have for instance assisted a producer that developed a revolutionary technology in setting up a comprehensive patent strategy and advised on the use and protection of its brand. Lawyers at contrast have also been involved in patent litigation proceedings regarding the validity and infringement of patents and represented a number of professional liability insurance companies regarding the professional liability of patent attorneys. Our firm also counseled a promising start-up company regarding the patent related aspects of its business.

Litigation

contrast provides ex ante advice intended to prevent disputes and avoid litigation. Our lawyers regularly mediate and negotiate amicable settlements having regard to the client’s commercial objectives and the legal and reputational risks at stake.

In case litigation is unavoidable, contrast has a number of experienced litigators who represent clients before the Belgian courts. For example, contrast currently represents a major medical services company in several commercial legal proceedings before the Belgian courts.

Our team has also particular experience with M&A-related disputes and litigation involving director and auditor liability. In this respect, contrast has been involved in a number of high-profile criminal and civil litigation cases both at the Belgian and international arena.

Our firm has represented several clients in cease-and-desists proceedings under the 1992 Unfair Trade Practices Act and is often involved in litigation proceedings regarding the termination of distribution agreements (including under the Belgian Act of 1961 providing a specific protection for concessions of unlimited duration) or agency agreements (under the Agency Act of 1995). For example, members of our team have represented the headquarters of foreign companies in the consumer electronics and automotive industry in legal proceedings against their (exclusive) Belgian distributors.

contrast also represented clients in the utilities and energy sector in proceedings ranging from pure commercial disputes regarding the supply of energy to complex cases involving issues of property rights, contractual liability and competition law.

Several team members have national and international arbitration experience. For example, Frank Wijckmans and Luc Demeyere regularly serve as arbitrators in commercial arbitration proceedings.