• Good to see what has allready been achieved. Better to know what still needs to be done.
  • Precision, perfect timing and an eyefor what matters.
  • Doing the right thing at the right time.That's what seperates the best from the rest.
  • Achieving your goalswith a reliable partnerby your side.

Corporate Law / M&A

Focused on Investor´s returns

The correct legal form of a company builds the framework and foundation for business activities. Cross-border business transactions demand international corporate law solutions. Cross-border mergers of companies, international transfers of registered offices, the right choice of domestic or foreign legal form comprising a European corporation, all create scope for design as well as challenges.

M&A transactions encompass a range of complex and ever changing issues. They call for comprehensive and long-term solutions, addressing the financial, legal and tax perspective of the project.

The Corporate / M&A practice of Luther Luxembourg works with clients during the entire lifecycle of an organization: from its incorporation and ordinary tranactional activity to exit planning and implementation.

CLIENTS AND MARKETS

  • Mid-Sized Privately Held Companies
  • Multinational Groups of Listed Companies
  • Private Equity

SERVICES

Corporate Services / Matters

General Corporate Law

  • Choice of legal form and the founding of partnerships and corporations (including SE), European Economic Interest Grouping, trusts, non-profit associations, co-operatives
  • Partnership agreements, shareholders agreements, articles of association, rules of procedure
  • Advising executive bodies and members of executive bodies Advising, preparing and supporting shareholders’ meetings and general meetings
  • Change of shareholders or management, squeeze-outs
  • Ongoing legal advice to companies and shareholders (organization and corporate housekeeping);
  • Termination of companies, liquidations
  • National and international joint ventures, co-operation and participation agreements, corporate governance

Legal Matters for Groups of Affiliated Companies

  • Company lease and management agreements Liability issues within a group
  • Allocation agreements, intercompany agreements
  • Legal management of investments in subsidiaries and affiliated companies

Restructuring and Reorganization

  • National and international group restructuring measures
  • National and cross-border reorganizations (Mergers, splits, spin-offs, change of legal form)
  • Recapitalization

Commercial Law

  • Franchising, licensing & distribution
  • IT, IP & commercial law aspects (M&A transactions)
  • Commercial agreements and general terms

Partners and Shareholders Disputes

  • Advising in disputes among partners and shareholders
  • Actions for annulment under stock corporation law
  • Review of shareholders’ compensation claims
  • Redemption procedure

M&A PRACTICE AREAS

Transaction advisory

  • Cross-border/international transactions (which we supervise transnational from one source, i. e. with one central contact person)
  • Management buy-out – management buy-in
  • Turnaround and distressed debt investments
  • Acquisition financing (equity capital, financing, etc.)
  • Private equity and venture capital investments/seed financing, etc.
  • Joint ventures

Transaction preparation

  • Creating and optimising legal and tax transaction structures
  • Planning the stages of the transaction and agreeing on negotiation strategies – defining and coordinating the economic, legal and tax  interests and goals
  • Preparing information and documentation for the seller including vendor due diligence or setting up and supervising data rooms
  • Preparing and negotiating the documentation and agreements needed for the transaction (confidentiality agreements, letters of intent, data room rules, term sheets, etc.)

Transaction implementation

  • Assisting with and carrying out legal and tax due diligence
  • Compiling due diligence reports/processing the information
  • Legal opinion (for submission to banks and for use when preparing prospectuses)
  • Drafting and negotiating the entire transaction documentation including the appropriate preparation and follow-up
  • Advising with regard to transaction financing

Contact

Eric Sublon, Partner
Phone +352 27484 1
eric.sublon@luther-lawfirm.com

Selim Souissi, Partner
Phone +352 27484 1
selim.souissi@luther-lawfirm.com

Mathieu Laurent, Partner
Phone +352 27484 662
mathieu.laurent@luther-lawfirm.com

Aurélien Latouche, Partner
Phone +352 27484 680
aurelien.latouche@luther-lawfirm.com

Corporate Law / M&A