Expertise

Whether you are in business already or are planning a start-up or even the purchase of an existing business, our team is here to help. In an ever-changing legal environment, it is important to follow the pace of change and keep up with the competition. Our firm offers the full range of corporate and commercial services you need to achieve your goals and succeed.

• General Corporate
  Our general corporate services include maintaining your organization in good standing and in compliance with applicable law. We offer services and advice with respect to the preparation and holding of annual, special and extraordinary meetings of shareholders as well as of board of directors’ meetings. We also can provide advice with respect to maintaining your company or other legal entity in good standing with any regulatory or other authorities, including with respect to any filings and fees required.

• Constitution of Corporate and Legal Entities
  Are you looking for advice and help in setting up a limited liability company or a non-profit organization? Brussels is a good place for business and for various reasons Brussels has become a veritable hub for international non-profits and our experts can explain why and examine whether this is good for you. Our team have all the information and advice you need to get you on your way. We will also keep you informed of any developments and changes that could affect your business.

• Mergers and Acquisitions
  Geographically Belgium is at the cross-roads of Europe. If many Belgian companies are privately owned small or medium sized enterprises, access to the multi-lingual knowledge and talent available on the Belgian market is gaining in importance. Through years of practice and experience our M&A team have the background, knowledge and skills to advise on your deal whether making a strategic investment on the Belgian market or looking across borders whether for new market opportunities or to consolidate existing relationships. Our firm is used to advise on small to mid-cap transactions or on complex cases in specific sectors involving for example franchise, distribution or retail.

• Restructuring and Reorganisations
  When things don’t go as planned or should you need to make structural changes to your business organization, it is key to be well surrounded by professionals who can help. We offer these important services and can also help you restructure your undertakings following changes to taxation or other laws affecting your business.

• Tax
  As part of the services we offer, our specialists, working with our ever-expanding network of professionals, can offer you top-notch tax advice as required to optimize your organization’s tax situation. Tax planning is an important part of business planning and we can help you with this too.

• Commercial Contracts
  Businesses require a multitude of agreements and contracts throughout their existence. Contracts range from shareholders’ agreements to agreements with customers, suppliers, distributors, agents, licensors, licensees, debtors, creditors and banks. We can help you sort this all out to your advantage.

• Complex Debt Recovery
  Sometimes clients may not pay you as quickly as you would like or have problems honoring their obligations. Many tools are available to help you in such sticky situations and our professionals can tell you about them and help you use these to meet your needs and take some pressure off your shoulders.

• E-Commerce and M-Commerce
  In our ever-evolving world of commerce and industry, technical means are more and more important to every successful business. Our team keeps up-to-date with these technical means of commerce and can advise you as to the latest techniques and tools to keep pace with these changes. E-commerce, B2B, B2C or C2C and many others, our specialists can help you take advantage of these developments as well as those yet to come.

• Real Estate
  Real estate and property transactions are also central to the operation of any business or household. Our experts can help you with the usual real estate transactions, such as a simple lease or purchase of property as well as the more complex real estate transactions which could be helpful to your business or household.

• Trading Practices and Consumer Protection
  Laws and regulations keep piling up and can seem like a nightmare for certain businesses at certain times. Consumer protection laws and regulations continuously evolve and it is important, especially for retail and wholesale sales and/or distribution operations, to keep abreast of this legislation. We can do that for you and advise you as to how you can comply with and remain compliant with all of these laws and their changes throughout the lifetime of your business.

Although we recognise the increasing importance of alternative forms of dispute resolution (ADR); we have strong credentials in litigation before both the national and European law courts. Several counsels from FLINN have undertaken specialised training to act in mediation or arbitration proceedings as mediators or arbitrators or as counsel for a party. The choice of a dispute resolution forum should be of high importance to all parties. Our goal is to bring your case to a successful conclusion using the appropriate means in view of the best result.

• Mediation
  Mediation is a confidential dispute resolution process that can be used to resolve business and other issues between parties. Due to confidentiality, none of the documents / arguments discussed can be used outside the mediation. The parties agree to appoint a mediator and agree on the rules that will apply. Mediation is a voluntary process, so each party remains free to withdraw from it at any time. Parties are usually assisted by their respective counsels. The cost of mediation is normally borne equally by the parties. If you believe mediation would be an appropriate means to solve your particular issues and to sustain your important relationships in the long term (whether business or personal) FLINN can help.

• Arbitration
  The agreement to arbitrate, rather than go to the law courts, is usually expressed in an arbitration clause in a contract.  Also, certain specific laws and treaties contain the obligation to arbitrate rather than litigate. Arbitration is likely to be concluded in less time than litigation before the public courts. FLINN advises on the drafting and inclusion of arbitration clauses in contracts and on their effects if a dispute arises. We counsel clients in arbitration proceedings but also act and are appointed as accredited arbitrators. Even if arbitration proceedings are a private process before a ‘neutral’ forum, an important reason for choosing arbitration, particularly in cross-border commercial contracts, is international enforceability (in more than 150 contracting states worldwide) under the New York Convention on Recognition and Enforcement of Foreign Arbitral Awards. When the arbitration is completed, we advise clients on enforcement of the award if that proves necessary.

• Litigation
  The process of bringing or contesting a legal action in court requires attention not only to the applicable law but also the facts and the process. From the pre-litigation process (whether a cease and desist or a demand letter to the other party before starting proceedings) through the written proceedings, trail and enforcement of judgments, FLINN lawyers have the experience to guide you through the court proceedings.

If you want to expand sales of products or services, but do not want to do this yourself, a range of alternatives is available. Depending on your business format, management resources, capital and the local knowledge that you have available; agency, distribution, franchise, licensing and merchandising, offer alternative ways of reaching new customers in new markets. After you have reviewed the options, face-to-face discussions with a FLINN lawyer can help clarify the strategy that will best help you to achieve your goals.

• Agency
  An agent is a person who has the power to negotiate (and, in some cases, conclude) contracts on behalf of another person for the purchase or sale of goods or services. The agent is considered to form a part of the business organisation of the principal – so that the agent does not independently bear financial or commercial risks for the activities undertaken. In return for doing so, the agent is typically paid a commission on the sales made. The agency relationship is not without its potential pitfalls. An indemnity may need to be paid to an agent at the end of the agency contract. Moreover, there is a formal requirement (under both Belgian national and European law) that the party terminating the agency should send the required notice of termination in writing – with the notice period ending at the end of a calendar month.
  FLINN lawyers are experienced in advising and drafting agency agreements and negotiating the termination arrangements when an agency agreement ends.

• Distribution
  Appointment of a distributor can also be a useful way of penetrating new markets. One essential difference between distribution and agency is the independence of the distributor who is typically required to make investments in the distributorship and to purchase its stock and who make sales in its own name and at its own risk.
  Distribution relationships come in several flavors: exclusive, where the distributor is given exclusive rights to sell within the contract territory; sole – where the distributor gets exclusive rights, subject to the manufacturer/provider retaining rights to make certain direct sales itself (often for established customers); non-exclusive – where one or more distributors may be appointed for the same contract territory; selective – for sophisticated or prestigious products – where admission to the distribution network is subject to achieving certain objective standards including expertise in relation to the products and to the premises where the products are presented.
  FLINN lawyers are very experienced with all types of distribution arrangements and can help you choose the contract ‘flavor’ that will suit you best.

• Franchise
  Parties within a franchise network aim to establish a long term ‘win-win’ relationship. Entering a franchise arrangement implies closer links between the franchisor and its franchisees than those in a standard distribution arrangement.
  Belgian law on pre-contractual information for commercial partnership arrangements, requires specific information to be given to a prospective franchisee before the franchise contract can be concluded and fees paid. It prescribes a mandatory one-month cooling-off period before contract signature. (Similar rules apply in other European jurisdictions and, for example, in the USA, Canada and Australia.)
  The existence of a franchise network strives to multiply success – so that an individual franchisee’s success reflects positively on the other members of the network. However, even if the franchise agreement states that the franchisee is an independent contractor: given the franchisor’s obligation to assist the franchisee, there can be a fine line between contractual obligations and potential interference with the franchisee’s business.
  As well as accompanying you through the negotiations and contractual arrangements – whether they are for the establishment of your master franchise or for the purchase of your first franchise outlet – FLINN lawyers are also aware of the tensions that can arise in franchise networks. We are here to help you solve any such problems in a commercial and cost effective manner.

• Licensing & Merchandising
  Establishing and maintaining a brand is a lifetime’s work. The more successful a brand is – the more susceptible it becomes to attack through counterfeit, piracy or other unauthorised attempts to trade on the good-will associated with the brand. FLINN lawyers’ experience of advising on infringements of your licensing and merchandising rights, issuing cease and desist procedures and seizure of goods can assist you to deal with such threats. Each and every specific situation requires an appropriate strategy.

• Tax
  As part of the services we offer, our specialists, working with our ever-expanding network of professionals, can offer you top-notch tax advice as required to optimize your organization’s tax situation. Tax planning is an important part of business planning and we can help you with this too.

We will work with you in this very dynamic and technical area of the law to make your life as easy as possible. Expertise in these matters is important, but we also bring to the table our experience and understanding of the underlying issues and how to deal with them to your advantage.
We represent employers as well as employees; individuals as well as companies and unions. Our lawyers provide advice, their negotiation and drafting skills, as well as a communications channel with the unions, regulatory authorities and government agencies. And if your matter belongs before the Labour Courts or other competent tribunals, we will be right there with you, representing your best interests.

• Mobility and Immigration
  Our clients,  Belgian and multinational organizations, as well as employees and employee representatives and unions, seek our advice with respect to mobility and detachment issues throughout Europe and the rest of the world. We have experience and will advise you on how to accompany worker detachments, get work permits, resident permits and what to do about pensions, both statutory as well as complementary.

• Labour Law
  We will advise and assist you with your individual and collective labour relationships, from pre-contractual (recruitment) discussions to formalizing agreements, including collective bargaining agreements and formation of employer-employee committees and others, up to the termination phase and perhaps well beyond.

Our services include:
– Recruitment and hiring/engagement
– Working hours and rest periods
– Termination of contract
– Collective labour agreements
– Employee representation
– Tax advice with respect to remuneration and other benefits
– Statutory labour law
– Compliance inspections
– Privacy rights and data protection
– Intangible property protection
– Work environment and well-being
– Discrimination
– Labour compliance audit
– Services and consultancy agreements

• Reorganizations
  Reorganisations, mergers and acquisitions, the sale or transfer of part or the totality of business units and divisions always raise issues with respect to the labour force and employment in the work place.  Collective dismissals, insolvency proceedings and other related restructurings, should these occur, always require careful planning and full knowledge of the specific provisions which may apply in these cases.  We will explain and help you apply the best solution to the applicable circumstances.

• Social Engineering
  We provide practical advice adapted to your business activities and industry: salary splits, seconded employees and/or management, management companies and alternate forms of remuneration to suit your specific needs and optimize your situation.

• Social Security
  We also assist the various stakeholders with respect to Belgian National Social Security laws and regulations, whether they concern employees, employers or the national regulatory authorities, the payment or recovery of any payments made with respect to such laws and regulations and any litigation which might come up.

European Union (EU) regulatory laws govern cross-cutting issues that impact cross-border and cross-sector commercial activities. The EU Commission has particular responsibility for competition law and state aids as well as for customs rules, citizens’ interests and for the EU’s external trade policy. Non-discrimination, whether applied to the free movement of goods, services, capital or of EU citizens is an underlying legal principle of the EU single-market. Subject to the principle of subsidiarity, framework regulation of energy, digital and environmental policies and specifically of data protection law has been developed by the EU institutions and is being implemented by its Member States. Internally, the EU institutions employ numerous officials and agents to whom specific staff regulations, differing from their national labour laws, apply.

Through a dedicated department with three main focuses, FLINN offers you access to our in-depth experience and advice on EU Regulatory, Litigation and Civil Service issues.

As well as counselling clients and helping them to meet the challenges of classic litigation (in competition or trade law cases for example) before the European Courts in Luxembourg; FLINN is also pleased to be able to offer specific know-how about two legal avenues that can determine the outcome of a dispute about the application of EU law at the national level, namely complaints and infringement proceedings against a Member State; and preliminary rulings before the Court of Justice of the European Union.

The rights and obligations of officials and agents of the EU institutions are set out as provisions of administrative law in Staff Regulations which differ from the national legislation of their members state of origin.

FLINN can advise EU officials and their trade unions on the various matters covered by these staff regulations such as recruitment, promotion, working conditions, social security benefits, pension rights and transfers of national pensions, termination of service, …

FLINN offers legal and business advice on the selection of the most appropriate operational structure when exploiting intellectual property rights, joining collective management organisations (also referred to as “collecting societies”) and drafting of agreements. FLINN is also consulted for ‘due diligence’ assignments regarding the IP/IT rights that are the subject of Mergers or Acquisitions and also with respect to litigating any of such IP rights, either as a plaintiff or defendant.

• Copyright
  Copyrights protect literary and artistic works that are ‘original’ creations. Copyrights and related rights are essentially exclusive rights under which the proprietor can prohibit others from reproducing his or her works or communicating them or making them available to the public. Increasingly, the subject matter of copyrights is harmonised across borders. This is accomplished through treaties at the international level, and through directives and explanatory case law within the EU.
  A comprehensive understanding of the relevant legislation and case law – together with insight into the practices in the sector – is necessary if you, as an author, composer, artist, producer, broadcaster or other entitled party, wish to protect and exploit your rights.
  FLINN’s lawyers have built up strong practical experience in the drafting and negotiating of author agreements (including publishing agreements), artist agreements, license agreements (including obtaining consent, so called ‘clearances’, for dubbing in radio and television spots or films, adaptations and/or translations), distribution agreements, production agreements, broadcasting agreements, and other creative sector agreements. Clear insight into the interests and mechanisms of the creative sector distinguishes FLINN’s contracts advice. In addition, where necessary, FLINN advises on the most appropriate legal proceedings to enforce those rights. (See infringements counselling below).

• Database Protection
  Databases are increasingly important in all sectors of twenty-first-century economies. FLINN will be pleased to advise you on optimising protection of your database rights including for websites. In addition, we are consulted about the enforcement of rights; including legal disputes (see Infringements Counselling below).
  The purpose of the March 1996 EU Directive on the legal protection of databases was to create a new (and in part sui generis) harmonised legal regime for the protection of database rights in Europe. It defines databases as ‘a collection of independent works, data or other materials arranged in a systematic or methodical way and individually accessible by electronic or other means’.
  Two kinds of protection are provided:
  The database right (the ‘sui generis’ right) – protects substantial investment made by database producers in obtaining, verifying and presenting database contents.
  Database copyright protection arises from the structure of the database, where the selection and arrangement of the database’s contents, shows intellectual creativity. (Copyright protection of databases is part of existing EU international WTO obligations.)
  A 2005 evaluation found that the sui generis protection was used in various fields by different companies, among which publishing, news agencies, telecom, direct marketing, bioscience and mapping companies – but the scope of the sui generis right was unclear. A new evaluation is underway and a report is due in the first quarter of 2018. The evaluation will focus mainly on the sui generis protection.

• Design
  Not surprisingly, intellectual property protection plays an important role in regulating the creation and use of designs. Depending on the case at hand, the appropriate protection regime to be relied may include: the registered design system established by the Benelux Convention on Intellectual Property (marks and designs) of February 25, 2005; Copyright protection provided by the Law of June 30, 1994, on Copyright and Neighbouring Rights; and the ‘unregistered design right’ protection laid down by Council Regulation (EC) No 6/2002 of 12 December 2001 on Community designs.
  FLINN offers assistance and follow-up advice before and after Design registration. Including, among other things, on the drafting and negotiation of production and license agreements. Since 2010, we have been designated representatives of the Union of Designers in Belgium (UDB). UDB is the only recognized national professional association of interior architects, interior designers, graphic designers and product developers. We are also consulted about the enforcement of rights; including legal disputes (see Infringements Counselling below).

• Patents
  A patent is a limited monopoly that is granted in return for the disclosure of technical information. In order to obtain such a right, the applicant is required to disclose his invention so that it can be used by a ‘person skilled in the art’. In return, the state issues the applicant with a patent that gives him the exclusive right to control the way his patented invention is exploited for a twenty-year period. While the protection provided by a patent is not as long as the protection provided by copyright law or trademark registration (with renewals), the rights granted are more extensive. The rights granted to the patent owner cover most commercial uses of the patented invention. In addition, the rights will be infringed irrespective of whether or not the defendant copied from the patented invention.
  A patent can be applied for at the national and the international level (European Patent Convention). Since 2012 several components for a Unitary Patent Protection (also referred to as “the European patent with unitary effect” or the “European Union patent”) have been approved at the European level by way of regulations and a corresponding treaty.
  FLINN is consulted about disputes under patent law (see further Infringements Counselling below) and for technology transfers. If so desired, cooperation with external technical experts takes place. We also offer advice with regard to the favourable tax measures for patent income that offer considerable financial advantages for proprietors of inventions.

• Trademarks
  A trademark confers on the proprietor certain exclusive rights to use a particular sign in relation to specified commercial activities. The sign (word, image, form, colour or even a scent) must be capable of distinguishing the goods and services of one undertaking from those of other undertakings. Accurate trademark protection may become a company’s most important asset. For instance, the ‘Apple’ brand is estimated to be worth approximately $ 170 billion, ‘Google’ $ 102 billion, and ‘Coca Cola’ approximately $ 56 billion. Such commercial value is impossible without protection of the associated trademarks.
  Once a trademark (word, image, form, colour or even smell) has been registered the trademark proprietor may, on the basis of the grant of an exclusive right to use, and under well-defined conditions, prohibit any third party from using an identical or similar mark. A trademark can be registered at several levels: at the national (for example Benelux), the EU or the international level.

• Infringements counselling
  FLINN is consulted regarding enforcement of copyrights, database rights, design rights (incl. fashion), patents and trademarks, and the exploitation thereof (e.g. franchise and license agreements). Failing an amicable solution, proceedings are instituted, and (where appropriate) the customs authorities are involved, in order to block counterfeit or infringing goods. In the case of infringements of a patent the most accurate strategy is elaborated: potentially including licensing of Standard Essential Patents (SEPs) on Fair Reasonable and Non-Discriminatory (FRAND) terms. If an amicable solution cannot be found, FLINN will institute proceedings on your behalf.

When things do not go as planned, or should you need to make structural changes to your business or non-profit organization, it is key to find the right professional support.

FLINN’s dedicated team of experts offer these important legal services and can assist you (1) as a debtor facing liquidity problems and needing to find protection from creditors while you restructure; or (2) as a creditor to take proper actions in case of discontinuity problems affecting your business partners.

FLINN is used to creating multi-disciplinary teams together with your accountants, auditors, consultants and other advisors to provide swift and adequate solutions whilst taking into account changes to taxation or other laws affecting the conduct of your business.

In the non-contentious phase, clients consult us to reflect with them and advise on various continuity and/or discontinuity schemes, anticipating threats and assessing potential D&O liabilities.

Further, we negotiate amicable agreements and repayment schedules, prepare carve-outs along with other typical corporate and other M&A work, whilst keeping in mind the interests of all the stakeholders.

Staff reorganization and streamlining job content is a crucial part of most successful restructuring and our dedicated labour-law teams has the skills and experience to tackle these issues with you.