State-owned enterprises

State-owned enterprises, and more generally public holdings or sector-dedicated public vehicles, have for many years played an important role in the Belgian economy, be it through investments performed on a regular basis in determined areas or through major interventions in a crisis context.

Our team has historically been assisting public holding companies with the whole range of their activities (usual corporate operations and corporate governance, determined investments, major strategic interventions, …) and has therefore developed a particular expertise in that context, which combines business-oriented corporate approach and cognizance of administrative constraints faced by those companies.

This allows LIME to provide an assistance tailored to the specific needs of state-owned companies and to their unique way of functioning.

  1. Investments
  2. Agreements with strategic partners
  3. Public assets – related transactions (financial crisis context)
  4. Specific governance

Investments

Description

The role of the public sector in facilitating, through specialized investment companies, investment in specific areas of the economy, when needed, is essential.

Assisting public investment companies in this context requires a specific awareness of the constraints faced by such investment companies.

References

LIME’s team has over the years assisted public companies for investments in various funds or start-up structures and has been active among others in:

  • assisting the Federal Participation and Investment Company (SFPI/FPIM) for the acquisition, along with other public and private actors, of a shareholding in the airline company Air Belgium set up in 2018, and in the negotiation of a shareholders’ agreement organizing the management of the company
  • assisting said public holding company on an on-going basis in the context of the shareholding held in Brussels Airport and has been active among others for the refinancing and the renegotiation of the agreements entered into with the Macquarie Group (2007) and the entry of Ontario’s Teacher’s Pension Plan in the capital (2011)
  • assisting public holdings in a range of acquisitions of various shareholdings in several private investment funds or determined institutions (Nanocyl, Xylowatt, Gingko Fund, ...)

Agreements with strategic partners

Description

The sale and purchase of public assets in the form of shareholdings in an enterprise is part of a process in line with classic merger and acquisitions.

Said sale and purchase must however also be conceived and implemented in the very specific context of a collaboration with strategic partners from the private sector and in line with the regulatory environment of the concerned sector.

These transactions also require in-depth skills for the drafting of law, regulations and governance documentation in this context.

Our team is very cognizant with this type of constraints.

References

LIME’s team and more specifically Thierry Tilquin has been actively involved in the assessment of the opportunity and structuring of the sale and purchase of public assets and assisted various actors in the context of privatizations, amongst which :

  • the Federal Participation Company (SFP/FPM) in the framework of the privatizations of various institutions in the years 1990 – early 2000
  • Credibe with the sale and purchase of its mortgage credit portfolio (2003)
  • SFPI/FPIM on an on-going basis in the context of the shareholding held in Brussels Airport and has been active among others for the refinancing and the renegotiation of the agreements entered into with the Macquarie Group (2007) and the entry of Ontario’s Teacher’s Pension Plan in the capital (2011)
  • the Société Wallonne des Aéroports (Sowaer) in the context of partnership of Sowaer in Brussels Airport Charleroi SA (BSCA)
  • various public companies for the organization and the follow-up of public procurement procedures relating to the designation of consultants for several missions, amongst which financial and strategic mission of analysis of the shareholdings held by the Belgian State as well as a consultancy mission relating to shareholding public policy of the Belgian State
  • the committee representing the historical shareholders of SN Airholding, including public authorities, in the context of the negotiations with Lufthansa relating to the acquisition by the latter of the remaining 55% of the holding (2016)
  • more generally, analyzing the opportunity and structures of numerous strategic partnerships over the years

Specific governance

Description

State-held companies are often hybrid vehicles which exist and operate as usual companies, but are at the same time public entities subject to administrative status. Governance’s standards of these companies are therefore specific, due to the necessity of combining commercial constraints and best public practices, be they defined at regional, federal or supranational level, such as those defined by the OCDE guidelines.

Our team has been historically assisting public holding companies with the whole range of their activities (usual corporate operations, specifically-defined investments or major strategic transactions) and has therefore developed a particular expertise as to their specific governance, taking into account the constraints faced by the latter and their unique way of functioning.

References

Our team has been active for state-owned companies in:

  • assisting in the setting-up and the updating of governance structures, through the drafting of charters for different ways or mechanisms of intervention (investment charter, public holding charter, “missions déléguées” charter), governance charters, various internal rules (board of directors, committees, managing director), internal audit charter and an ethics and deontological code, …
  • advising on various specific governance questions, including within the frame of the “mission déléguée” mechanism
  • analyzing of the status of public entities under the laws on public accounting and the regulations linked thereto, especially the SEC accounting principles
  • advising with a view to corporate matters specific to their status
  • drafting laws or Royal Decrees in relation with the above whenever necessary

View publications and lectures

  • Thierry Tilquin, "La gouvernance d’entreprise", Répertoire Pratique du Droit Belge, Larcier, to be published, 2020
  • Thérèse Loffet, presentation on the "Perspectives en matière de gouvernance des entreprises publiques during the seminar dedicated to "Recent development of Corporate Governance" organized by the Belgian association Women on Board on 17 November 2015
  • Thierry Tilquin, "Les intercommunales dans le secteur économique", Revue de droit de ULB, 1995/1, p. 41 and fl.