ACQUIS law firm, based in Brussels, specialises in sanctions compliance and advisory, with a solid track record on M&A transactions, particularly in the context of Western companies divesting from Russia and Russian companies severing ties with Western businesses. We distinguish ourselves through our unique expertise in navigating the complexities of cross-border transactions impacted by sanctions, providing tailored advice that combines deep knowledge of sanctions regimes with strategic corporate advice.

This positions us as trusted advisers for clients seeking to mitigate risks while executing M&A deals in sensitive and complex geopolitical environments.

Belgium’s corporate legislation is aligned with EU directives but has specific nuances, particularly around governance and shareholder rights.

Meanwhile, Belgium’s regulatory framework is considered stable and business-friendly, with a focus on transparency and corporate social responsibility. Compared to neighbouring countries, such as France or Germany, Belgium has relatively flexible regulations regarding corporate structures, making it attractive for cross-border mergers. However, the layered approval processes, particularly around antitrust and competition law, can add complexity to transactions – especially for companies dealing with sanctions or other legal restrictions.

Despite a general slowing down of the M&A market, we are seeing an influx of clients seeking counsel on divestments from sanctioned markets, primarily Russia, as well as compliance with evolving sanctions regulations. In addition, there is significant interest in restructuring and asset protection strategies, mainly from companies looking to re-enter more stable markets post-divestment.

This trend is driven by increased geopolitical risk, economic volatility and heightened regulatory scrutiny, making it essential for clients to navigate corporate transactions with knowledge of the sanctions impact.

A recent and notable case involved advising a prominent tech giant on completing a significant divestment from Russia through a split and sale operation, selling its Russian-based assets for $5+ billion EUR. The sale was made to a consortium of Russian investors, including major Russian oil companies, marking one of the largest corporate exits from Russia since the sanctions were imposed.

ACQUIS was instrumental in advising on the negotiation and regulatory approval processes, contributing to one of the most successful and strategic EU-Russia divestments.

M&A activity has been significantly affected by inflation, geopolitical instability and energy price fluctuations in sectors tied to natural resources or heavy industry. The uncertainty surrounding supply chains has made due diligence more complex, while fluctuating valuations have delayed deal finalisations. Companies in sanctioned regions, or those heavily reliant on energy imports, have faced the most significant challenges, necessitating detailed risk assessments and alternative structuring options to facilitate cross-border transactions.

The energy and defence sectors are currently experiencing heightened activity driven by geopolitical shifts, energy security concerns and renewed interest for capital investments.

As companies seek to diversify away from regions impacted by sanctions and secure stable energy supplies, we are seeing some strategic M&As and restructurings aimed at consolidating resources and expertise.

There is also a vast amount of M&A activity in the technology sector, with many companies looking for market dominance, vectors of innovation in spin-offs, start- and scale-ups (as companies that will complement more established tech market players), digital economy platforms and financial institutions. Moreover, the rising importance of cybersecurity in response to heightened security risks is also driving deals in the tech sector.

ACQUIS works mostly with large and mid-cap enterprises who feel the impact of EU economic sanctions on their internal structures and/or supply chains.

We provide tailored advice that includes sanctions compliance, risk mitigation strategies and advice on securing cross-border operations amid regulatory shifts.

ACQUIS has expertise in assisting MNE develop internal compliance structures on third-party and counterparty risks, ensuring in-house knowledge and capacity building on sanctions and AML-CTF legal and financial risk exposure.

We also provide EU digital policy advice on the increasing digital regulation that affects EU operators, such as GDPR, DSA/DMA, Cybersecurity and AI regulation, with particular focus on banking and financial markets.

ACQUIS closely monitors legal developments in Belgian corporate law, as well as in sanctions developments across the main international regulatory sanction’s regimes, including the EU, US, UK, Japan, Canada and China.

We maintain a global advisory network through established contacts, active participation in international legal fora, conferences and cross-border law firm alliances. ACQUIS is a prominent member of the Association for Certified Sanctions Specialists (ACSS). Our partners founded the Brussels Sanctions Institute (BSI) in Brussels and the European Dispute Resolution Society (EDRS). This ensures we stay ahead of regulatory changes and best practices in corporate law and sanctions compliance. Our involvement in these networks allows us to offer well-informed advice to clients with overseas operations, ensuring their strategies are compliant across jurisdictions.

In line with EU developments, Belgium will be expected to implement tighter regulations on corporate transparency, ESG compliance, anti-money laundering measures and supply chain due diligence. Corporate and personal director liability for sanctions violations will increase significantly following the transposition of a new EU directive on criminal liability for sanctions breaches, expected by 23 May 2025. Like the GDPR, regulatory enforcement will likely focus first on large market operators and select entities identified through certain red-flag markers.

We also expect to see a further increase in the use of FDI screening procedures and foreign subsidies, CBAM and EUDR reporting requirements.

Furthermore, we are monitoring updates in various sanctions regimes, particularly as the EU continues to respond to the ongoing geopolitical situation with Russia. The EU’s focus on competition could also have a significant impact on the M&A sector, as there will likely be increased scrutiny on these types of deals, especially those involving dual-use goods, critical infrastructure or foreign corporate consolidation as the EU tries to foster a European corporate ecosystem. Developments in digital are also on the horizon, with many companies attempting to leverage technology (notably AI) into added value for their operations. These technologies come with compliance, transparency and data management requirements that many corporations are ill-prepared for. These legislative trends will likely have a direct impact on M&A transactions, requiring more rigorous due diligence and compliance processes in the near future.

ACQUIS is a pioneer in EU trade and sanctions, compliance and dispute resolution. We have assisted multiple high-value divestment operations, ranging from 1mio to 100+ mio to 5+ bn EUR divestment operations.

Our partners are also ranked in Chambers, authored the Chambers’ sanctions practice guide, and command a deep understanding of EU commercial and economic law – and of the law and practice of international commercial and investment arbitration.