Contract Merger Template for Belgium

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Contract Merger

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Contract Merger

"I need a Contract Merger under Belgian law for merging two medium-sized technology companies, with specific focus on intellectual property transfer and employee retention provisions, to be completed by March 2025."

Document background
The Contract Merger is a fundamental document in Belgian corporate restructuring, used when two or more companies combine their operations through a legal merger process. This document is essential for transactions where at least one party is subject to Belgian jurisdiction and must comply with the Belgian Code of Companies and Associations (BCCA). The contract outlines all aspects of the merger, including corporate, financial, operational, and legal elements, and serves as the primary agreement governing the combination of the entities. It is particularly important as it must address specific requirements under Belgian law, including employee protection provisions, shareholder rights, and regulatory approvals. The document typically requires approval from various stakeholders and may need to be submitted to regulatory authorities, particularly in cases involving listed companies or reaching certain thresholds requiring competition clearance.
Suggested Sections

1. Parties: Identification and details of the merging entities and any parent companies involved

2. Background: Context of the merger, including corporate history and commercial rationale

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Structure of the Merger: Detailed description of the merger type and mechanism under Belgian law

5. Merger Consideration: Details of the consideration, including share exchange ratios or cash payments

6. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business

7. Conditions Precedent: Conditions that must be satisfied before the merger can complete

8. Completion Mechanics: Detailed process for completing the merger, including timing and required actions

9. Assets and Liabilities: Treatment of assets and liabilities in the merger, including transfer mechanisms

10. Employee Matters: Provisions regarding employees, including transfer of employment and related rights

11. Representations and Warranties: Standard representations and warranties from both parties

12. Tax Matters: Tax-related provisions and allocations of tax liabilities

13. Governing Law and Jurisdiction: Confirmation of Belgian law governance and jurisdiction arrangements

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Listed Company Provisions: Additional provisions required when one or more parties are publicly listed companies

2. Intellectual Property: Specific provisions for handling IP rights where significant IP assets are involved

3. Real Estate: Specific provisions for handling real estate assets where significant property holdings are involved

4. Competition Clearance: Detailed provisions regarding competition law clearance where required by transaction size

5. Transition Services: Provisions for post-merger transition services if required

6. Environmental Matters: Specific provisions dealing with environmental liabilities where relevant

7. Pensions: Specific provisions dealing with pension schemes where significant pension obligations exist

8. Break Fee: Provisions regarding break fees where agreed between the parties

Suggested Schedules

1. Merger Terms: Detailed merger terms as required by Belgian law

2. Corporate Information: Detailed corporate information for all parties

3. Properties: List and details of all real estate assets

4. Material Contracts: List and copies of material contracts

5. Intellectual Property Rights: Schedule of all IP rights

6. Employee Information: Details of transferring employees and their terms

7. Financial Statements: Recent financial statements of merging entities

8. Completion Requirements: Detailed list of completion deliverables

9. Tax Computations: Relevant tax calculations and allocations

10. Form of Board Resolutions: Template board resolutions for approval of the merger

11. Form of Shareholder Resolutions: Template shareholder resolutions for approval of the merger

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Financial Services

Professional Services

Real Estate

Healthcare

Retail

Energy

Telecommunications

Transportation and Logistics

Construction

Media and Entertainment

Consumer Goods

Industrial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Management

Human Resources

Compliance

Risk Management

Corporate Secretariat

Strategy

Tax

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Development Director

Merger & Acquisition Director

General Counsel

Legal Director

Corporate Secretary

Finance Director

Integration Director

Human Resources Director

Board Member

Managing Director

Strategy Director

Risk Management Officer

Compliance Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Contract Merger

Belgian law-governed agreement establishing terms and conditions for corporate merger, compliant with BCCA and relevant regulations.

find out more

Agreement And Plan Of Merger

A Belgian law-governed agreement outlining the terms and conditions for merging two or more companies, including merger structure, consideration, and closing conditions.

find out more

Merger And Acquisition Agreement

A Belgian law-governed agreement detailing terms and conditions for corporate merger or acquisition transactions, ensuring compliance with both Belgian and EU regulations.

find out more

Letter Of Intent Merger

A preliminary merger agreement under Belgian law outlining key terms and conditions for a proposed corporate combination, with specific binding and non-binding provisions.

find out more

Merger And Acquisition Term Sheet

A Belgian law-governed preliminary document outlining key terms and conditions for a proposed merger or acquisition transaction, serving as the basis for definitive agreements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.