Belgian firms whose shares are listed on a regulated market or an MTF are at the moment not allowed to concern ‘true’ a number of voting rights shares (MVS). With the adoption of the Belgian Code on Corporations and Associations (BCCA) in 2019, the legislator (re)launched the likelihood for non-listed firms to create MVS, however this selection remained unavailable for listed firms. As a substitute, Article 7:53 of the BCCA solely permits listed Belgian firms to incorporate a provision of their articles of affiliation for so-called ‘loyalty’ voting rights shares (LVS), which grant an additional vote per share to shareholders who’ve repeatedly held their shares in registered kind for at the very least two years (and offered that the shares are absolutely paid-up)[1].
5 years since its introduction, the Belgian LVS regime has not fairly delivered on its promise of strengthening long-term shareholder engagement in listed firms: its sensible uptake has been modest, and its advantages largely concentrated amongst controlling shareholders[2]. In comparison with MVS, the effectiveness of LVS as a control-enhancing mechanism is restricted by the truth that (i) it solely grants one extra vote per share and (ii) this extra vote is misplaced when the share is transferred (with restricted exceptions). Furthermore, LVS have probably not contributed to extra preliminary or secondary public choices however have primarily allowed controlling shareholders to scale back their capital funding whereas sustaining the identical stage of voting management.
As a part of the EU’s broader effort to make public capital markets extra enticing, particularly for small and medium-sized enterprises (SMEs), the MVS Directive[3] requires Member States to allow MVS buildings for firms itemizing on multilateral buying and selling services (MTFs). In Belgium, there may be rising momentum to transcend the MVS Directive’s minimal necessities by permitting MVS buildings not solely on MTFs but in addition on regulated markets, and by enabling their introduction not simply on the IPO stage but in addition later (therefore additionally for firms which can be already listed as we speak). A bunch of authorized specialists working underneath the auspices of the Belgian Centre for Firm Regulation has revealed an in depth proposal on this sense (see “MVS proposal Belgian Centre for Firm Regulation” and “A number of voting shares in listed firms in Belgium”) which has obtained consideration within the newspapers lately.[4]
Hereafter, we discover how the introduction of MVS for listed firms might affect the present LVS regime in Belgium and the proposals formulated on this regard by the aforementioned authorized knowledgeable group. The LVS regime falls outdoors the scope of the MVS Directive because it doesn’t contain the creation of separate share lessons[5]. Nonetheless, when transposing the MVS Directive, the Belgian legislator must make sure necessary coverage decisions that will even have an effect on LVS.
- LVS and MVS: no room for each (on the similar time, inside the similar listed firm)
A primary query is whether or not the (non-obligatory) LVS regime needs to be maintained or abolished when listed firms are allowed to create ‘true’ MVS. Whereas technically distinct from MVS, LVS serve an analogous goal.
For instance, France has embraced each mechanisms: its longstanding regime of double voting rights for loyal shareholders (which for the reason that 2014 Florange Act has develop into the default rule for listed firms, thus requiring firms that want to adhere to the “one share, one vote” precept to “opt-out” via a choice of the shareholders’ assembly with a professional majority) was lately complemented by a reform[6] permitting MVS at IPO (albeit with sure restrictions and safeguards which threat making MVS much less interesting than the extra established LVS[7]).
The knowledgeable group additionally favours retaining the non-obligatory LVS regime for listed firms in place in Belgium. Abolishing the LVS regime could be advanced, as it could require a transitional regime for firms which have already adopted LVS up to now and lift intricate authorized questions round ‘expropriation’ of shareholders who would lose their ‘double’ vote. Furthermore, each regimes serve partly totally different functions. LVS reward shareholder loyalty; they don’t violate the precept of shareholder equality insofar as any shareholder is eligible to learn from them by registering as a registered shareholder and satisfying the holding interval requirement. Quite the opposite, MVS would represent a privilege for his or her holders and could be a method of entrenching their energy inside the firm. For these causes, the knowledgeable group proposes that the LVS regime of Article 7:53 of the BCCA might live on alongside the brand new MVS regime.
Nevertheless, the knowledgeable group considers that the mixed use of MVS and LVS inside a single listed firm needs to be prohibited. A listed firm wishing to deviate from the “one share, one vote” precept must make a transparent alternative between implementing LVS or MVS and would thus not be allowed to use each regimes on the similar time. In response to the knowledgeable group, this prohibition is important to forestall ambiguity and potential abuse, and it promotes authorized certainty and transparency for traders. The answer seems to be considerably totally different in France, the place the regulation clearly states that MVS can’t profit from LVS (and LVS can solely revive as from the second when the MVS have lapsed because of the time-based sundown)[8], however doesn’t exclude that different shares (e.g. extraordinary shares) can profit from the LVS regime if the related circumstances are met[9]. In different phrases, French regulation appears to permit the coexistence of MVS and LVS inside the similar listed firm however not for a similar shares. It could merely be as much as the drafters of the articles of affiliation to take the potential for LVS under consideration in an effort to “calibrate” the a number of voting rights to be allotted to holders of MVS. Nevertheless, in that case the aforementioned argument that LVS don’t violate the precept of shareholder equality turns into shaky since not all shareholders are eligible to learn from LVS.
- LVS and MVS: no room for blurring of boundaries
Moreover, the knowledgeable group believes that sustaining a transparent distinction between MVS and LVS regimes is essential. Accordingly, using LVS in listed firms would solely be permitted inside the strict framework of Article 7:53 BCCA and firms wouldn’t be allowed to create hybrid MVS programs of their articles of affiliation. This is able to suggest, for instance, that listed firms can’t make MVS contingent upon the period of the shareholding (i.e., MVS can’t be made topic to a minimal holding interval)[10]. Such preparations would blur the boundaries between LVS and MVS, and thus undermine the readability for traders that the regulatory framework seeks to uphold. Different types of conditional MVS not tied to the period of the shareholding (however, for instance, tied to the monetary scenario of the corporate) would in precept be allowed, however might nonetheless be held to represent an abuse of majority after they clearly confer preferential rights to a particular (group of) shareholder(s)[11]. Whether or not the foregoing additionally implies that LVS can’t be made topic to different (extra or extra stringent) circumstances than these set forth in Article 7:53 of the BCCA is much less clear[12].
- From LVS to MVS: no want for particular transitional measures
Importantly, the knowledgeable group considers that no particular transitional measures are wanted if a listed firm needs to modify from a LVS to a MVS construction. Whereas “loyal” shareholders should still train their enhanced voting rights when voting on the adoption (or not) of MVS, the procedural safeguards proposed by the knowledgeable group for the introduction of MVS normally would guarantee adequate safety for minority shareholders, whatever the technique chosen for introducing MVS. Particularly, a listed firm wishing to implement MVS would almost definitely accomplish that both:
- via an uneven break up of an current class of shares, which, underneath the amended Article 7:155 BCCA, would require approval with a professional majority in every of the long run share lessons[13], or
- via the issuance of recent shares with MVS with cancellation of the preferential subscription rights of the prevailing shareholders in favour of particular individuals, in accordance with Article 7:193 BCCA, which prohibits the individuals who’re receiving the brand new shares with MVS (and individuals associated with them or appearing in live performance with them or appearing for his or her account or for the account of associated individuals) from collaborating within the vote on the issuance.
In each instances a “majority of the minority” approval could be required, though the mechanisms used differ. These mechanisms be certain that a shift from LVS to MVS doesn’t compromise minority shareholder pursuits.
- Different adjustments to the present LVS regime
The knowledgeable group additionally expressed concern that the present two-thirds majority requirement within the basic shareholders’ assembly for introducing LVS is simply too low. Below the prevailing framework, LVS could be launched midstream if supported by the prevailing controlling or reference shareholder(s), who have a tendency to learn from the introduction of LVS, with out the consent of minority shareholders being required. Furthermore, the two-thirds threshold represents a departure from the usual 75% certified majority required for extraordinary amendments to the articles of affiliation. To raised shield minority shareholders and to align the process for introducing LVS with different amendments to the articles of affiliation, the knowledgeable group proposes elevating the certified majority requirement for introducing (and modifying or abolishing) LVS to 75% of the votes solid. Notably, the knowledgeable group doesn’t suggest introducing a “majority of the minority” voting requirement for the introduction of LVS (not like for MVS), citing considerations concerning the elevated complexity such a mechanism would entail[14].
Apart from, there are additionally potential adjustments to be famous to the LVS regime within the context of public takeovers. These have already been mentioned in our earlier blogpost (Reshaping management: the A number of Voting Shares Directive and its potential affect on the Belgian guidelines on public takeover bids – Company Finance Lab). Extra particularly, the ‘double’ votes of LVS might sooner or later depend in direction of the 30% threshold for a compulsory takeover bid if the latter threshold is redefined when it comes to voting rights as an alternative of the variety of securities with voting rights.
The transposition of the MVS Directive will compel the Belgian legislator to rethink the prevailing LVS regime. MVS are a extra versatile and efficient control-enhancing mechanism than LVS. Accordingly, a number of elementary coverage questions will must be tackled, for instance as as to whether a LVS regime needs to be maintained when the likelihood to create MVS is launched and, in that case, whether or not listed firms needs to be allowed to mix LVS and MVS. The knowledgeable group proposal maintains the non-obligatory LVS regime however favours mutual exclusivity: firms should select between LVS and MVS since permitting LVS and MVS to function concurrently inside a single listed firm might result in authorized uncertainty and potential abuse.
The knowledgeable group’s proposed changes to the prevailing LVS regime – particularly the elevating of the bulk threshold for the adoption (or the abolition or modification) of LVS – are pushed by the will to strengthen shareholder safety with out deterring official management buildings.
Because the Belgian legislator considers its path ahead in implementing the MVS Directive, the main focus needs to be on making a coherent, clear, and investor-friendly framework that helps long-term possession whereas safeguarding minority pursuits.
Carl Clottens & Göktug Celik
Carl Clottens is a lawyer at NautaDutilh in Brussels and visitor lecturer in company regulation on the College of Leuven and the College of Antwerp and a member of the Belgian Centre for Firm Regulation and of the working group that authored the proposal for implementation of the MVS Directive in Belgium.
Göktug Celik is a lawyer at NautaDutilh in Brussels and voluntary educational researcher at Ifese.
[1] This is applicable to firms whose shares are admitted to buying and selling on a regulated market or on a MTF. For the latter, this follows from Article 5, part 6 of the Regulation of 1 April 2007 on public takeover bids.
[2] J. DELVOIE, S. DECLERCQ, T. MONNENS and T. VOS, “Loyalty Voting Rights in Belgium: Nothing Greater than a Management-Enhancing Mechanism?”, European Firm and Monetary Regulation Assessment 2023, 27 et seq.
[3] Directive EU 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share buildings in firms that search admission to buying and selling of their shares on a multilateral buying and selling facility, OJ L 14 November 2024, 2810.
[4] See e.g. Grote aandeelhouders krijgen meer macht | De Tijd (23 August 2025).
[5] See Article 7:53, § 3 of the BCCA. Article 2 (2) of the MVS Directive defines a multiple-vote share or MVS as “a share belonging to a definite and separate class of shares by which the shares carry extra votes per share than in one other class of shares with voting rights on issues to be determined on the basic assembly of shareholders”.
[6] Regulation no. 2024-537 of 13 June 2024 aimed toward growing the financing of companies and the competitiveness of France (often known as the Loi Attractivité), Journal Officiel 14 June 2024.
[7] E. SCHLUMBERGER, ‘Loyalty Shares and A number of-Voting Shares: Authorized Developments in France’, European Firm Regulation 2025, (101) 104 and 106.
[8] Articles L. 22-10-46, part 2 and L. 22-10-46-1, §1, part 2 of the Code of Commerce.
[9] Cf. Haut Comité Juridique de la Place Financière de Paris, Rapport sur les droits de vote multiples, 15 September 2022, 36, the place this resolution was first proposed.
[10] BCV-CDS Proposal for the transposition of the MVS Directive – Belgisch centrum voor vennootschapsrecht, 7 Could 2025, 30; T. VOS and T. MONNENS, ‘Loyalty and A number of Voting Shares in Listed Corporations in Belgium: Present Authorized Framework and Coverage Proposals’, European Firm Regulation 2025/3, (107) 112-113.
[11] BCV-CDS Proposal for the transposition of the MVS Directive – Belgisch centrum voor vennootschapsrecht, 7 Could 2025, 30.
[12] The authorized doctrine in Belgium and France is dividend on the query whether or not a minimal holding interval or greater than two years could be required within the articles of affiliation. Professional: C. CLOTTENS and J. DE WOLF, “Het loyauteitstemrecht in het Wetboek van vennootschappen en verenigingen” TRV-RPS 2019, (150) 166-167, no. 32. Contra: A. COIBION and J. FILBICHE, “Le droit de vote double dans les sociétés cotées – analyse comparatiste de quelques implications en matière d’OPA, de fusion ou scission et d’introduction en bourse” TRV-RPS 2019 (208) 218, no. 33.
[13] T. VOS and T. MONNENS, ‘Loyalty and A number of Voting Shares in Listed Corporations in Belgium: Present Authorized Framework and Coverage Proposals’, European Firm Regulation 2025, (107) 112.
[14] BCV-CDS Proposal for the transposition of the MVS Directive – Belgisch centrum voor vennootschapsrecht, 7 Could 2025, 31.
