Five years since its introduction, the Belgian LVS regime has not quite delivered on its promise of strengthening long-term shareholder engagement in listed companies: its practical uptake has been modest, and its benefits largely concentrated among controlling shareholders[2]. Compared to MVS, the effectiveness of LVS as a control-enhancing mechanism is limited by the fact that (i) it only grants one additional vote per share and (ii) this additional vote is lost when the share is transferred (with limited exceptions). Moreover, LVS have not really contributed to more initial or secondary public offerings but have mainly allowed controlling shareholders to reduce their capital investment while maintaining the same level of voting control.
As part of the EU’s broader effort to make public capital markets more attractive, in particular for small and medium-sized enterprises (SMEs), the MVS Directive[3] requires Member States to permit MVS structures for companies listing on multilateral trading facilities (MTFs). In Belgium, there is growing momentum to go beyond the MVS Directive’s minimum requirements by allowing MVS structures not only on MTFs but also on regulated markets, and by enabling their introduction not just at the IPO stage but also later (hence also for companies that are already listed today). A group of legal experts working under the auspices of the Belgian Centre for Company Law has published a detailed proposal in this sense (see “MVS proposal Belgian Centre for Company Law” and “Multiple voting shares in listed companies in Belgium”) which has received attention in the newspapers recently.[4]
Hereafter, we explore how the introduction of MVS for listed companies may impact the current LVS regime in Belgium and the proposals formulated in this regard by the aforementioned legal expert group. The LVS regime falls outside the scope of the MVS Directive since it does not involve the creation of separate share classes[5]. Nonetheless, when transposing the MVS Directive, the Belgian legislator will have to make certain important policy choices that will also affect LVS.
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1. LVS and MVS: no room for both (at the same time, within the same listed company)
A first question is whether the (optional) LVS regime should be maintained or abolished when listed companies are allowed to create ‘true’ MVS. While technically distinct from MVS, LVS serve a similar purpose.
For example, France has embraced both mechanisms: its longstanding regime of double voting rights for loyal shareholders (which since the 2014 Florange Act has become the default rule for listed companies, thus requiring companies that wish to adhere to the “one share, one vote” principle to “opt-out” through a decision of the shareholders’ meeting with a qualified majority) was recently complemented by a reform[6] allowing MVS at IPO (albeit with certain restrictions and safeguards which risk making MVS less appealing than the more established LVS[7]).
The expert group also favours keeping the optional LVS regime for listed companies in place in Belgium. Abolishing the LVS regime would be complex, as it would require a transitional regime for companies that have already adopted LVS in the past and raise intricate legal questions around ‘expropriation’ of shareholders who would lose their ‘double’ vote. Moreover, both regimes serve partly different purposes. LVS reward shareholder loyalty; they do not violate the principle of shareholder equality insofar as any shareholder is eligible to benefit from them by registering as a registered shareholder and satisfying the holding period requirement. On the contrary, MVS would constitute a privilege for their holders and would be a means of entrenching their power within the company. For these reasons, the expert group proposes that the LVS regime of Article 7:53 of the BCCA may continue to exist alongside the new MVS regime.
However, the expert group considers that the combined use of MVS and LVS within a single listed company should be prohibited. A listed company wishing to deviate from the “one share, one vote” principle would have to make a clear choice between implementing LVS or MVS and would thus not be allowed to apply both regimes at the same time. According to the expert group, this prohibition is essential to prevent ambiguity and potential abuse, and it promotes legal certainty and transparency for investors. The solution appears to be somewhat different in France, where the law clearly states that MVS cannot benefit from LVS (and LVS can only revive as from the moment when the MVS have lapsed due to the time-based sunset)[8], but does not exclude that other shares (e.g. ordinary shares) can benefit from the LVS regime if the relevant conditions are met[9]. In other words, French law seems to allow the coexistence of MVS and LVS within the same listed company but not for the same shares. It would simply be up to the drafters of the articles of association to take the possibility of LVS into account in order to “calibrate” the multiple voting rights to be allocated to holders of MVS. However, in that case the aforementioned argument that LVS do not violate the principle of shareholder equality becomes shaky since not all shareholders are eligible to benefit from LVS.
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2. LVS and MVS: no room for blurring of boundaries
Furthermore, the expert group believes that maintaining a clear distinction between MVS and LVS regimes is key. Accordingly, the use of LVS in listed companies would only be permitted within the strict framework of Article 7:53 BCCA and companies would not be allowed to create hybrid MVS systems in their articles of association. This would imply, for example, that listed companies cannot make MVS contingent upon the duration of the shareholding (i.e., MVS cannot be made subject to a minimum holding period)[10]. Such arrangements would blur the boundaries between LVS and MVS, and thus undermine the clarity for investors that the regulatory framework seeks to uphold. Other forms of conditional MVS not tied to the duration of the shareholding (but, for example, tied to the financial situation of the company) would in principle be allowed, but could still be held to constitute an abuse of majority when they clearly confer preferential rights to a specific (group of) shareholder(s)[11]. Whether the foregoing also means that LVS cannot be made subject to other (additional or more stringent) conditions than those set forth in Article 7:53 of the BCCA is less clear[12].
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3. From LVS to MVS: no need for special transitional measures
Importantly, the expert group considers that no special transitional measures are needed if a listed company wishes to switch from a LVS to a MVS structure. While “loyal” shareholders may still exercise their enhanced voting rights when voting on the adoption (or not) of MVS, the procedural safeguards proposed by the expert group for the introduction of MVS in general would ensure sufficient protection for minority shareholders, regardless of the method chosen for introducing MVS. Specifically, a listed company wishing to implement MVS would most likely do so either:
- through an asymmetric split of an existing class of shares, which, under the amended Article 7:155 BCCA, would require approval with a qualified majority in each of the future share classes[13], or
- through the issuance of new shares with MVS with cancellation of the preferential subscription rights of the existing shareholders in favour of specific persons, in accordance with Article 7:193 BCCA, which prohibits the persons who are receiving the new shares with MVS (and persons related with them or acting in concert with them or acting for their account or for the account of related persons) from participating in the vote on the issuance.
In both cases a “majority of the minority” approval would be required, although the mechanisms used vary. These mechanisms ensure that a shift from LVS to MVS does not compromise minority shareholder interests.
Other changes to the current LVS regime
The expert group also expressed concern that the current two-thirds majority requirement in the general shareholders’ meeting for introducing LVS is too low. Under the existing framework, LVS can be introduced midstream if supported by the existing controlling or reference shareholder(s), who tend to benefit from the introduction of LVS, without the consent of minority shareholders being required. Moreover, the two-thirds threshold represents a departure from the standard 75% qualified majority required for ordinary amendments to the articles of association. To better protect minority shareholders and to align the procedure for introducing LVS with other amendments to the articles of association, the expert group proposes raising the qualified majority requirement for introducing (and modifying or abolishing) LVS to 75% of the votes cast. Notably, the expert group does not recommend introducing a “majority of the minority” voting requirement for the introduction of LVS (unlike for MVS), citing concerns about the increased complexity such a mechanism would entail[14].
Besides, there are also potential changes to be noted to the LVS regime in the context of public takeovers. These have already been discussed in our previous blogpost (Reshaping control: the Multiple Voting Shares Directive and its potential impact on the Belgian rules on public takeover bids – Corporate Finance Lab). More specifically, the ‘double’ votes of LVS may in the future count towards the 30% threshold for a mandatory takeover bid if the latter threshold is redefined in terms of voting rights instead of the number of securities with voting rights.
Conclusion
The transposition of the MVS Directive will compel the Belgian legislator to reconsider the existing LVS regime. MVS are a more flexible and effective control-enhancing mechanism than LVS. Accordingly, several fundamental policy questions will need to be tackled, for example as to whether a LVS regime should be maintained when the possibility to create MVS is introduced and, if so, whether listed companies should be allowed to combine LVS and MVS. The expert group proposal maintains the optional LVS regime but favours mutual exclusivity: companies must choose between LVS and MVS since allowing LVS and MVS to operate simultaneously within a single listed company could lead to legal uncertainty and potential abuse.
The expert group’s proposed adjustments to the existing LVS regime – in particular the raising of the majority threshold for the adoption (or the abolition or modification) of LVS – are driven by the desire to strengthen shareholder protection without deterring legitimate control structures.
As the Belgian legislator considers its path forward in implementing the MVS Directive, the focus should be on creating a coherent, transparent, and investor-friendly framework that supports long-term ownership while safeguarding minority interests.
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Sources
[1] This applies to companies whose shares are admitted to trading on a regulated market or on a MTF. For the latter, this follows from Article 5, section 6 of the Law of 1 April 2007 on public takeover bids.
[2] J. DELVOIE, S. DECLERCQ, T. MONNENS and T. VOS, “Loyalty Voting Rights in Belgium: Nothing More than a Control-Enhancing Mechanism?”, European Company and Financial Law Review 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 structures in companies that seek admission to trading of their shares on a multilateral trading 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 distinct and separate class of shares in which the shares carry more votes per share than in another class of shares with voting rights on matters to be decided at the general meeting of shareholders”.
[6] Law no. 2024-537 of 13 June 2024 aimed at increasing the financing of businesses and the competitiveness of France (known as the Loi Attractivité), Journal Officiel 14 June 2024.
[7] E. SCHLUMBERGER, ‘Loyalty Shares and Multiple-Voting Shares: Legal Developments in France’, European Company Law 2025, (101) 104 and 106.
[8] Articles L. 22-10-46, section 2 and L. 22-10-46-1, §1, section 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, where this solution was first proposed.
[10] BCV-CDS Proposal for the transposition of the MVS Directive – Belgisch centrum voor vennootschapsrecht, 7 May 2025, 30; T. VOS and T. MONNENS, ‘Loyalty and Multiple Voting Shares in Listed Companies in Belgium: Current Legal Framework and Policy Proposals’, European Company Law 2025/3, (107) 112-113.
[11] BCV-CDS Proposal for the transposition of the MVS Directive – Belgisch centrum voor vennootschapsrecht, 7 May 2025, 30.
[12] The legal doctrine in Belgium and France is dividend on the question whether a minimum holding period or more than two years can be required in the articles of association. Pro: 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 Multiple Voting Shares in Listed Companies in Belgium: Current Legal Framework and Policy Proposals’, European Company Law 2025, (107) 112.
[14] BCV-CDS Proposal for the transposition of the MVS Directive – Belgisch centrum voor vennootschapsrecht, 7 May 2025, 31.