|Act of 26 March 1999|
An anti-dilution warrant entitles its holder to acquire, during a new financing round, additional shares at a price lower than the price initially paid. Through exercise of the anti-dilution warrant, the holder acquires the same number of shares as if the initial investment had been invested in the new financing round at the new issue price.
|Articles of association / articles of incorporation||
Document containing the basic rules governing a company. By law, the articles must contain certain information, such as the company's name, a description of its corporate purpose, the address of its registered office, its capital, and the names of the persons authorised to manage and represent the company, the extent of their powers and the manner in which these powers can be exercised (alone, jointly or as a collective body).
An advisory committee to the board of directors whose composition and tasks are, for certain companies, determined by law (Article 526bis of the Company Code). The main duties of the audit committee are to follow up on the preparation and audit of the annual accounts and other financial information, ensure the efficiency of internal control and risk management systems, and verify the statutory auditor's independence. In this context, the committee provides opinions and recommendations to the board of directors.
At the close of the financial year, the company's auditor must indicate whether the annual accounts accurately reflect all risks to which the company is exposed. To this end, the auditor will send a letter to external parties, e.g. the company's legal advisors, in order to know whether the company is involved in any lawsuits or is/could be exposed to (future) claims. The letter in which the legal advisors, for instance, disclose the risks to the company of which they are aware is known as an audit letter.
|Board of directors (BOD)||
The management organ of a company, such as a public limited-liability company. The board of directors plays a dual role: it encourages innovation and entrepreneurship (and determines general corporate policy) while ensuring effective follow-up and supervision.
An agreement for the sale of bonds/notes by an issuer. Such agreements are usually quite comprehensive and technical and describe how the issuance will take place and the conditions at which the debt instruments can be converted into equity, if applicable.
|Certificate of incorporation||
This document does not exist under Belgian law. When such a certificate is required by an investor, two documents should be produced: (i) a certificate confirming the company's registration with the Crossroads Enterprise Database and (ii) proof of publication
|Change of control||
A transfer of majority ownership upon the occurrence of a certain event, such as an acquisition or merger or when a majority of the company's voting rights changes hands. In most cases, change-of-control provisions are designed either to protect (a group of) shareholders against a hostile takeover or to ensure that the provisions of a given agreement are maintained/amended should a change of control occur.
In order to encourage investors to subscribe to (convertible) bonds/notes and other financial instruments, a provision is often included in the issue conditions stating that if the company experiences a change of control, the holder is entitled to the principal plus interest, as well as an additional amount (a premium), which is often a multiple of the principal amount.
Requirements which must be met (or waived) before a deal or financing arrangement can be closed. Such conditions typically include the provision of a legal opinion, the appointment of new members to the board of directors, the production of certificates issued by parties to the agreement or third parties, etc.
a natural or legal person, public authority, agency or other body which alone or together with others determines the purposes and means of the processing of personal data