Atlas Services Belgium

Georgia Law students assist alumnus Johan Van den Cruijce (LL.M. ’94) in publishing “Guide to Listing in Belgium”

Several University of Georgia School of Law students were involved in research and editing for the 13th edition of the 2024 Guide to Listing in Belgium, published earlier this year by a Georgia Law alumnus. This book provides an overview on the governance and regulatory landscape of listed companies in Belgium.

Johan Van den Cruijce (LL.M. ’94), Managing Director of Atlas Services Belgium, a company of the Orange group, co-authored the publication with his colleagues Nicolas Janssens de Bisthoven, Julie Van Opdenbosch, and Hilde Santens. Georgia Law students who have contributed to this version and to past editions include: Daniel “Tripp” Vaughn (J.D. ’25), Emina Sadic Herzberger (J.D., ’22), Starlyn Endres (J.D., ’22), and Alina Salgado (J.D., ’23).

Below is an abstract of the book:

The purpose of this Guide is to outline the specific issues and continuing obligations a listed company may be confronted with in Belgium. The point of reference for this Guide is the position of an issuer that is listed on a Belgian regulated market. A listing on a regulated market is subject to more conditions and triggers more ongoing obligations than a listing on any other trading venue. Insight into the organisation and functioning of a regulated market can thus ease the understanding of the regulatory framework of all other trading venues in Belgium.

This Guide deals with topics ranging from company law, corporate governance, finance and tax to opportunities for employee participation and the obligations and status of directors and executive managers. The Guide also covers the reasons and procedures for a possible de-listing, which is an issue that may become relevant to any listed company. Experience has shown that institutional investors and corporate governance rating agencies are keen to gain a deeper understanding of the rights and obligations of the various players that emerge in de-listing. This newly expanded 2024 edition also highlights the impact of important recent developments and insights in the fields of reporting, compliance, sustainability and valuation.

This Guide is conceived as a quick-reference document. All chapters can be consulted separately and the notes allow the reader to find additional information on the topics and issues discussed.

Profits from book sales will be donated to the Orange Belgium Fund, supporting projects that enhance digital inclusion in Belgium. This Fund is managed by the King Baudouin Foundation.

Georgia Law 3L Daniel “Tripp” Vaughn reflects on summer research project in Belgium

University of Georgia School of Law student, rising 3L Daniel “Tripp” Vaughn, recently completed a short-term research project in Brussels, Belgium with Atlas Services Belgium (ASB), the holding company of the Orange Group in Belgium. Vaughn edited the updated 2024 version (13th edition) of the Guide to Listing in Belgium, to which former Georgia Law students also contributed– Emina Sadic Herzberger (J.D., ’22) co-authored the 2020 book, and both Starlyn Endres (J.D., ’22) and Alina Salgado (J.D., ’23) conducted subsequent research. The project has been overseen by Georgia Law alumnus Johan Van den Cruijce (LL.M., ’94), who is the Managing Director of ASB. Below, Vaughn reflects on the experience.

For three weeks this summer, I worked with Atlas Services Belgium (ASB), the holding company of the Orange group in Belgium. I edited the updated 2024 version (13th edition) of the Guide to Listing in Belgium. This guide initially began in 2005 as a brief, informal, and internal document detailing the obligations of public companies in Belgium. Following an explosion in EU corporation legislation and growing demand for accompanying guidance, a new version has been updated every 2-4 years until now the 13th edition comprises a formally published book of more than 400 pages.

My work with the guide brought me to the issue at the heart of the public/private divide: despite the fact that private companies suffer a severe discount to their valuation, public companies have increasingly moved to become private in Belgium (and in many other countries). As the EU continues to pass swathes of regulations on public companies, this decline is only expected to accelerate. Experiencing firsthand the enormous amount of work required to simplify and clarify the implications of these regulations demonstrated how even well meaning legislation can dramatically increase the burden on companies genuinely attempting to achieve compliance.

While editing the guide and discussing relevant legislation, I also had an interesting opportunity to compare the approaches to corporate regulation of the EU and the US. I found that in general legislation was surprisingly similar, but in particular areas liability diverged drastically. For example, Europe takes a much harsher approach to director liability for non-compliance of companies but drastically limits the potential for corporate tort liability compared to the US.

Another lesson I took from my experience in Brussels was learning more about the general operations of a holding company like ASB and how they are reflected by the office environment. Evenly divided between an accounting and legal department, the office caught up on all ongoing activities in bi-weekly staff meetings. I had the opportunity to learn how a capital increase in Belgium, a company dissolution in Thailand, a merger in Romania, and a decision to distribute dividends from Côte d’Ivoire all related to balance the finances of a single company. The office was incredibly open and friendly, and everyone was willing to explain why certain transactions were happening in their field.

In addition, we were able to travel to Paris for a day to meet with Cedric Testut, Group General Counsel of Orange. I met many of the lawyers of the Corporate Law and Europe Legal Department at the main office. Afterwards we discussed over lunch the scale of operations required for such a large international company as Orange and how AI might impact European legal work in the future. Diane Nicolas, General Counsel of Corporate Law and Europe, later showed us around the office for a more informal conversation about Orange’s role as the primary partner and telecommunications supplier of the 2024 Paris Olympic Games.

I am incredibly grateful for the opportunity to learn more about corporate compliance and the legal field in Europe. I plan to pursue an LL.M. in Europe after my third year of law school and my experience in Brussels was invaluable for my future plans.