Commercial, Corporate and M&A, Legal 500 - Department: Tier 5
“They are approachable and easy to work with, yet uncompromising when it comes to safeguarding clients’ interests.”
Corporate, Commercial & M&A
Corporate law provides the legal framework within which companies are incorporated, grow and organise their relationships with shareholders, directors and investors. It plays an essential role in securing corporate governance, share capital transactions and the transformations that arise throughout a company’s lifecycle. In Luxembourg, where many corporate structures form part of international groups or cross-border transactions, it is particularly important in ensuring the consistency and legal certainty of their operations.
Our Corporate Law team advises entrepreneurs, directors, shareholders, family offices, SMEs (small and medium-sized enterprises) and international groups on both day-to-day corporate matters and strategic transactions. We assist our clients with the analysis and structuring of their transactions, the negotiation of agreements, the conduct of legal due diligence, and the preparation and review of the required corporate and contractual documentation.
Corporate law matters require legal requirements to be reconciled with each client’s economic and organisational objectives. Our team advises on both recurring corporate matters and more complex transactions, ensuring consistency between governance decisions, share transfers and the documentation put in place. This approach enables us to provide legally robust, pragmatic solutions tailored to the structure, objectives and timetable of each transaction.
Mergers and acquisitions are a major driver of corporate growth, succession and transformation. They enable companies to enter new markets, strengthen their competitive position, attract investors or organise the disposal of a business. In Luxembourg, where transactions frequently have a cross-border dimension and involve investment or holding structures, their implementation requires the careful coordination of legal, financial and tax considerations. They concern, in particular, international groups, investment funds, entrepreneurs, majority and minority shareholders, family offices and Luxembourg companies.
Our Mergers and Acquisitions team assists clients at every stage of a transaction, from its initial assessment and structuring through to closing and the implementation of post-closing steps. We conduct legal due diligence and prepare and negotiate transaction documentation, including confidentiality agreements, letters of intent and share or asset purchase agreements. We also oversee the satisfaction of conditions precedent and the obtaining of regulatory approvals. Where required, we coordinate our work with the relevant tax, financial and technical advisers.
In mergers and acquisitions, consistency between the transaction structure, contractual documentation and governance arrangements is essential. Our team pays particular attention to the interaction between warranties, conditions precedent, payment mechanisms and post-closing obligations, while taking into account the specific constraints associated with cross-border transactions and changes of control. This approach enables us to anticipate issues that could delay the transaction or affect its implementation and to secure each stage through to successful completion.
Commercial contracts govern business relationships and determine the conditions under which companies develop their activities, distribute their products and collaborate with their partners. In an open economy such as Luxembourg’s, where many business relationships have an international dimension, properly securing these arrangements helps mitigate risks and ensure business continuity.
Our Commercial Advisory team assists entrepreneurs, directors, family offices, and Luxembourg and international companies with the drafting, review and negotiation of sales, services, distribution, supply and partnership agreements. We also advise on the preparation of general terms and conditions of sale or purchase, the management of unpaid invoices and pre-litigation matters, as well as regulatory issues affecting our clients’ activities, including data protection, compliance and product liability.
Commercial relationships require consistency between the agreements entered into and the practices actually implemented by the business. Our team ensures that the parties’ obligations, payment terms, liability mechanisms and termination provisions are clearly defined. This approach enables us to tailor contractual documentation to each client’s operational realities and reduce the risk of disputes. Where a dispute cannot be resolved amicably, the Firm represents its clients before the competent courts.
The transport of passengers and goods enables the movement of products, the operation of supply chains and the continuity of international trade. The diversity of transport modes and the increasing interconnection of networks expose operators to contractual, regulatory and commercial rules originating from multiple legal systems. Securing their operations is therefore essential, whether they involve the operation of a means of transport, the management of an asset or the organisation of a logistics flow.
Our Maritime and Transport Law team advises Luxembourg and international transport and logistics companies, airlines, airport logistics operators, insurers and institutions financing transport assets. We assist our clients with their commercial operations and the legal management of their activities. Our work includes the drafting, review and negotiation of contracts, ship registration and the assessment of rules relating to international sanctions. We also advise companies involved in the purchase, sale, chartering, leasing or management of vessels and act on transactions relating to the operation or financing of transport assets.
Our team has an in-depth understanding of the interaction between Luxembourg, European and international rules applicable to transport and the maritime sector. This expertise enables us to advise operators from Luxembourg on specialised activities frequently involving multiple jurisdictions, authorities, counterparties and sources of regulation. Our approach combines sector knowledge, cross-border expertise and the effective coordination of all relevant stakeholders to secure each operation.
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