Protecting Investors in Belgium

The table below provides a full breakdown of how the disclosure, director liability, and shareholder suits indexes are calculated in Belgium.

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Strength of investor protection index (0-10)7.0
Extent of disclosure index (0-10)8
What corporate body provides legally sufficient approval for the transaction? (0-3; see notes)2
Immediate disclosure to the public and/or shareholders (0-2; see notes)1
Disclosures in published periodic filings (0-2; see notes)2
Disclosures by Mr. James to board of directors (0-2; see notes)2
Requirement that an external body review the transaction before it takes place (0=no, 1=yes)1
Extent of director liability index (0-10)6
Shareholder plaintiff's ability to hold Mr. James liable for damage the Buyer-Seller transaction causes to the company. (0-2; see notes)1
Shareholder plaintiff's ability to hold the approving body (the CEO or board of directors) liable for damage to the company. (0-2; see notes)1
Whether a court can void the transaction upon a successful claim by a shareholder plaintiff (0-2; see notes)1
Whether Mr. James pays damages for the harm caused to the company upon a successful claim by the shareholder plaintiff (0=no, 1=yes)1
Whether Mr. James repays profits made from the transaction upon a successful claim by the shareholder plaintiff (0=no, 1=yes)1
Whether fines and imprisonment can be applied against Mr. James (0=no, 1=yes)0
Shareholder plaintiff's ability to sue directly or derivatively for damage the transaction causes to the company (0-1; see notes)1
Ease of shareholder suits index (0-10)7
Documents available to the plaintiff from the defendant and witnesses during trial (0-4; see notes)4
Ability of plaintiffs to directly question the defendant and witnesses during trial (0-2; see notes)0
Plaintiff can request categories of documents from the defendant without identifying specific ones (0=no, 1=yes)1
Shareholders owning 10% or less of Buyer's shares can request an inspector investigate the transaction (0=no, 1=yes)1
Level of proof required for civil suits is lower than that for criminal cases (0=no, 1=yes)1
Shareholders owning 10% or less of Buyer's shares can inspect transaction documents before filing suit (0=no, 1=yes)0

Notes:

Extent of Disclosure Index (0-10)

What corporate body provides legally sufficient approval for the transaction?
0=CEO or managing director alone; 1=shareholders or board of directors vote and Mr. James can vote; 2=board of directors votes and Mr. James cannot vote; 3 = shareholders vote and Mr. James cannot vote

Immediate disclosure to the public and/or shareholders
0=none; 1=disclosure on the transaction only; 2=disclosure on the transaction and Mr. James' conflict of interest

Disclosures in published periodic filings
0=none; 1=disclosure on the transaction only; 2=disclosure on the transaction and Mr. James' conflict of interest

Disclosures by Mr. James to board of directors
0=none; 1=existence of a conflict without any specifics; 2= full disclosure of all material facts

Director Liability Index (0-10)

Shareholder plaintiff’s ability to hold Mr. James liable for damage the Buyer-Seller transaction causes to the company
0= Mr. James is not liable or liable only if he acted fraudulently or in bad faith; 1= Mr. James is liable if he influenced the approval or was negligent; 2= Mr. James is liable if the transaction was unfair, oppressive or prejudicial to minority shareholders

Shareholder plaintiff’s ability to hold the approving body (the CEO or board of directors) liable for for damage to the company
0=members of the approving body are either not liable or liable only if they acted fraudulently or in bad faith; 1=liable for negligence in the approval of the transaction; 2=liable if the transaction is unfair, oppressive, or prejudicial to minority shareholders

Whether a court can void the transaction upon a successful claim by a shareholder plaintiff
0=rescission is unavailable or available only in case of Seller's fraud or bad faith; 1=available when the transaction is oppressive or prejudicial to minority shareholders; 2=available when the transaction is unfair or entails a conflict of interest

Shareholder plaintiffs’ ability to sue directly or derivatively for damage the transaction causes to the company
0=not available; 1=direct or derivative suit available for shareholders holding 10% of share capital or less

Shareholder Suits Index (0-10)

Documents available to the plaintiff from the defendant and witnesses during trail
Score 1 each for (1) information that the defendant has indicated he intends to rely on for his defense; (2) information that directly proves specific facts in the plaintiff’s claim; (3) any information that is relevant to the subject matter of the claim; and (4) any information that may lead to the discovery of relevant information.

Ability of plaintiffs to directly question the defendant and witnesses during trial
0=no; 1=yes, with prior approval by the court of the questions posed; 2=yes, without prior approval

Strength of Investor Protection Index (0-10)

Average of the extent of disclosure index, director liability index, and shareholder suits index.