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Corporate Law / M&A

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

Clients and markets

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

Corporate Law/ M&A Services

General Corporate Law
Legal Matters for Groups of Affiliated Companies
Restructuring and Reorganisation
Commercial Law
Shareholder and Partner Disputes

Advising on the choice of legal forms and the incorporation of partnerships and corporations (including SE), European Economic Interest Grouping, trusts, non-profit associations, co-operatives, etc.
Advising on partnership agreements, shareholders agreements, articles of association, rules of procedure
Advising executive bodies and their members
Advising, preparing and supporting shareholders meetings and general meetings
Advising on the change of shareholders or management, and squeeze-outs
Ongoing legal advice to companies and shareholders (organization and corporate housekeeping);
Advising on company terminations and liquidations
Advising on national and international joint ventures, co-operation and participation agreements, corporate governance

Advising on:

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

Advising on:

National and international group restructuring measures
National and cross-border reorganisations (mergers, splits, spin-offs, change of legal form)
Recapitalisations

Advising on and assistance in connection with:

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

Advising on:

Shareholder and partnership disputes
Actions for annulment under stock corporation law
Reviewing shareholder compensation claims
Redemption procedures

M&A Practice Areas

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

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.)

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