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A new law introducing a banker’s oath and deontological regime for directors and certain bank employees was published in the Belgian Official Gazette on 15 January 2024.
The oath requires directors and certain bank employees to make an individual declaration, by which they undertake to respect, in the exercise of their professional activities, some important new deontological rules.

In a landmark decision rendered on 20 November 2023, the Antwerp Labour Court of Appeals ruled that no Belgian employee social security contributions are due in relation to equity-based compensation (RSUs in the case at hand) granted by a US parent company to employees of its Belgian subsidiary. In essence, the Court concluded that the RSUs under review were not granted in return for services provided by employees under their employment contract with and were neither borne by the Belgian subsidiary. Rather, the Court found that the RSUs were granted on the basis of an obligation undertaken by the US parent company towards the Belgian employee-beneficiaries with a view to binding these employees to the group on a long-term basis, with the US parent company also taking full financial and legal responsibility.

The Belgian Financial Services and Markets Authority has developed a new handbook on outsourcing.
The handbook applies to UCITS management companies, alternative investment fund managers and portfolio management and investment advice companies. It sets out several principles of sound management for the outsourcing of functions.
The handbook repeals and replaces the old Circular PPB 2004/5 of the former Banking, Financial and Insurance Commission dated 22 June 2004 on sound management practices in outsourcing by credit institutions and investment firms.

On 4 May 2023, Royal Excelsior Virton, a professional football club in Belgium’s second division, announced that it lodged a complaint against competing club SK Lommel with the European Commission under the new Regulation 2022/2560 on foreign subsidies distorting the internal market (“FSR”). This appears to be the first time the Commission is publicly asked to initiate an ex officio investigation under the FSR.

Undertakings that habitually employ on average at least 50 employees will have to hold so-called ‘social elections’ in May 2024. The preparatory procedure for this year will begin in December 2023. The average headcount is determined over a reference period of one year running from Q4 2022 through Q3 2023. The specific category of interim agency workers is also taken into account for determining the average headcount, be it only in function of their employment in Q2 2023. To that effect, employers in Belgium need to keep a special register.

At the beginning of this year, the European Parliament proposed certain amendments with respect to the EU initiative to target so-called “shell” entities (i.e., entities which are considered to be devoid of economic substance). The European Commission published already in 2021 a proposal for an EU Directive intended to neutralize the misuse of such shell entities in the EU for tax purposes (also known as “ATAD 3” or “Unshell Directive”). The tax world raised, however, a lot of concerns regarding this initiative and such in particular in light of the many uncertainties on how to interpret the proposed text.

On 22 March 2023, the European Commission tabled a proposal for a Directive on substantiation and communication of explicit environmental claims.
The proposal aims to harmonize the evaluation and monitoring of voluntary environmental claims – often referred to as “green claims” – towards EU consumers and control the proliferation of public and private environmental labels. Complementing the March 2022 proposal for a Directive on empowering consumers for the green transition as a lex specialis by providing more specific requirements on the substantiation, communication and verification of green claims, it contributes to the fight against “greenwashing”.