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The Legal 500 Hall of Fame Icon The Legal 500 Hall of Fame highlights individuals who have received constant praise by their clients for continued excellence. The Hall of Fame highlights, to clients, the law firm partners who are at the pinnacle of the profession. In Europe, Middle East and Africa, the criteria for entry is to have been recognised by The Legal 500 as one of the elite leading lawyers for seven consecutive years. These partners are highlighted below and throughout the editorial.
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Editorial

Press releases and law firm thought leadership

This page is dedicated to keeping readers informed of the latest news and thought leadership articles from law firms across the globe.

If your firm wishes to publish press releases or articles, please contact Shehab Khurshid on +44 (0) 207 396 5689 or shehab.khurshid@legalease.co.uk

 

New rules clarify practical aspects of the Register of Beneficial Owners

The Luxembourg government adopted on February 15 a Grand-Ducal Regulation regarding the registration, fees and other charges relating to the forthcoming Register of Beneficial Owners, as well as on access to the register’s information. The regulation supplements and adds additional detail to the provisions of the law of January 13, 2019 creating the register of beneficial owners. Both the regulation and legislation came into force on March 1.

Luxembourg introduces a register of beneficial owners and new AML obligations for companies

On 13 January 2019 the Luxembourg parliament adopted a new law relating to the register of beneficial owners (hereafter the “Law”). It is a part of the implementation of the recent EU legislation on the anti-money laundering (so-called 4th and 5th anti-money laundering directive). The Law will enter into force on 1 March 2019. The existing companies will have up to six months (i.e. until 1 September 2019) to comply with the new obligations.

Luxembourg introduces draft legislation to create beneficial ownership registers

Luxembourg’s government has published draft legislation to incorporate into national law the requirements under articles 30 and 31 of the European Union’s Directive 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, better known as the 4th Anti-Money Laundering Directive. Placed before the Chamber of Deputies on December 6, 2017, draft law no. 7217 would establish a central register of beneficial owners of Luxembourg legal entities such as companies and partnerships under the authority of the minister of justice, while draft law no. 7216 would create a similar register of beneficial owners of fiduciary contracts, that is express trusts, under the authority of the Administration de l’Enregistrement et des Domaines, Luxembourg’s indirect tax authority.

Reorganised Luxembourg law on commercial companies comes into force

A revised version of Luxembourg’s law on commercial companies, originally dating from August 10, 2015, came into force on December 19, 2017, following its publication in the grand duchy’s official gazette (MĂ©morial A no. 1066) on December 2015 (the “Company Law”.

MiFID II: are you ready?

January 2018 - Corporate & Commercial. Legal Developments by Arendt & Medernach.

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With less than 30 days to go before the new MiFID II regime will be rolled out, funds and management companies/AIFM are increasingly concerned as to how they will be impacted:

  • product governance
  • inducements and payment for research
  • increased client information requirements 
  • complex and non-complex products classification

Loi modifiée du 10 août 1915 concernant les sociétés commerciales-version consolidée au 19 déc

January 2018 - Corporate & Commercial. Legal Developments by Arendt & Medernach.

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We would like to draw your attention to the release of an official coordinated version of the amended law of 10 August 1915 on commercial companies.

The law of 10 August 1915 has been entirely renumbered and the table of contents has also been reordered. The new version does not contain any substantial change. The new numbering is applicable as from 19 December 2017.

Back to 2017 - Forward to 2018

January 2018 - Corporate & Commercial. Legal Developments by Arendt & Medernach.

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2017 was a busy year, not least in respect of legal and regulatory changes that may impact your business. We are pleased to provide you with an overview of the major legal and regulatory developments under Luxembourg and EU law.

Luxembourg law on the exploration and use of space resources entered into force

October 2017 - Corporate & Commercial. Legal Developments by Arendt & Medernach.

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The Luxembourg law on the exploration and use of space resources of 20 July 2017 entered into force on 2 August 2017 and placed Luxembourg among the most innovative space-oriented nations in the world.

New requirement for all issuers operating on the Luxembourg Stock Exchange

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On 10 August 2017 the Luxembourg Stock Exchange announced that all domestic and foreign issuers operating on the regulated market (Bourse de Luxembourg) or on the multilateral trading facility (Euro MTF) of the Luxembourg Stock Exchange must provide their legal entity identifier (“LEI”) codes to the Luxembourg Stock Exchange before 15 September 2017.

Luxembourg law on the exploration and use of space resources entered into force

The Luxembourg law on the exploration and use of space resources of 20 July 2017 entered into force on 2 August 2017 and placed Luxembourg among the most innovative space-oriented nations in the world.

VAT in the GCC – Q&A updates from the UAE Ministry of Finance

On 9 July the United Arab Emirates (UAE) Ministry of Finance (MOF) published an update of the Value Added Tax (VAT) FAQ section of its website.

Arendt & Medernach is again the “Luxembourg Tax Firm of the Year”

The partners of Arendt & Medernach are pleased to announce that their firm has been awarded once again the prestigious “Luxembourg Tax Firm of the Year” title during the International Tax Review’s European Tax Awards ceremony held at the Savoy Hotel in London on 18 May.

Luxembourg’s one-euro company provides major incentive for entrepreneurs

Luxembourg’s law of July 23, 2016, which came into force on January 16, 2017, creates an incentive for entrepreneurs to establish a business in the grand duchy by introducing the simplified private limited liability company (sociĂ©tĂ© Ă  responsabilitĂ© limitĂ©e simplifiĂ©e or SĂ rl-S) – also known as the one-euro company.

Simplified faster legal publication regime in Luxembourg

The new simplified regime regarding legal publication relating to companies and associations has been implemented in Luxembourg on June 1, following approval of the legislation by the Chamber of Deputies on May 10. The legislation, which was published in Luxembourg’s Official Journal on May 30 as the Law of May 27, 2016, is complemented by a circular issued by the Luxembourg Trade and Companies Register on March 24 (Circular RCSL 16/01).

ESMA says Jersey, Guernsey and Switzerland are ready for AIFMD passport

The European Securities and Markets Authority has published – with a slight delay of six days beyond the July 22 deadline – its advice on extending access to the EU market under the Alternative Investment Fund Managers Directive to non-EU alternative investment fund managers and funds, recommending that the AIFMD passport be granted to Guernsey, Jersey and Switzerland.

Legislation filed for new Luxembourg S.àr.l. Simplifiée company form

Following the announcement by the government in January of formal plans to establish a new type of Luxembourg company, the sociĂ©tĂ© Ă  responsabilitĂ© limitĂ©e simplifiĂ©e (simplified private limited liability company, or SARL-S), implementing legislation was placed before parliament on February 2. The initiative, filed with the Chamber of Deputies as Bill 6777, is also known as the “1 euro” or “1-1-1” company because it can be founded by one person, with one euro, in one day.

ESMA issues final report on UCITS V delegated acts

On November 28 the European Securities and Markets Authority issued its final report to the European Commission regarding two delegated acts on depositary requirements that must be issued to complement the primary legislative text of the UCITS V directive.

The report, drawn up in response to a request from the Commission on July 3 for technical advice, was issued following a period of consultation with the industry, which closed on October 24, on a preliminary draft of ESMA’s advice.

ESMA received 60 responses to the consultation paper from asset managers, depositary banks, industry groups, consumer representatives, public authorities and a law firm, as well as an academic and one individual.

In their feedback, the asset management industry associations regretted the short deadline for responses to the consultation, arguing that this would compromise what should be an objective exercise allowing the Commission to justify its policy choices according to its internal impact assessment guidelines. In fact ESMA did delay its submission to the commission, for which the original deadline was October 15.

Respondents also insisted that it was important to ensure that the Level 2 delegated legislation issued by the Commission would be applied in the same way throughout the EU, requiring national regulators to refrain from ‘gold-plating’ the measures with additional requirements in their jurisdictions, and urged that consistency be ensured between the UCITS delegated acts and their AIFMD counterparts.

The new depositary requirements are designed to broadly align the provisions of the UCITS regime with those of the Alternative Investment Fund Managers Directive regarding the rules on depositaries’ duties, delegation, eligibility to act as custodian, and liability.

In addition to the rules governing depositaries set out in the AIFMD, UCITS V contains additional requirements relating to the insolvency protection of fund assets in cases where the depositary delegates safekeeping duties to a third party, and the requirement for the management company and depositary to act independently of each other.

UCITS V stipulates that any third party to which custody is delegated by the depositary must take all necessary steps to ensure that in the event of the third-party custodian’s insolvency, the fund assets it holds should not be available for distribution to or realisation on behalf of its creditors.

The consultation paper proposes measures, arrangements and tasks to be undertaken by the third-party custodian, as well as measures to be implemented by the depositary, to be included in the Commission’s legislation.

Some respondents cautioned that the protection offered by segregation of assets was at the mercy of any developments in insolvency laws and jurisprudence, and that based on past experience, the laws of many jurisdictions do not ensure the return of clients assets without hindrance or delay, or even guarantee that they will not be treated as part of the insolvent estate of the third-party custodian.

They urged ESMA and the Commission to support harmonisation at international level, through IOSCO, of insolvency laws in third-country jurisdictions to ensure effective asset segregation and protection. ESMA says that since this is not part of its mandate, it would be more appropriate for IOSCO or the Commission to take the lead.

UCITS V also stipulates that in carrying out their respective functions, the management company (and investment company) and the depositary should act independently and solely in the interest of the UCITS fund and its investors.

The Commission’s depositary acts should set out how this independence requirement is to be ensured. The report identifies common management and/or supervision and cross-shareholdings between the management and depositary entities as links that could threaten their independence and recommends measures to address these risks.

ESMA says it will now work closely with the Commission to help it adapt the technical advice into formal delegated legislation. The report can be consulted in its entirety athttp://www.esma.europa.eu/system/files/2014-1417.pdf. Please also see our previous article on this topic at http://www.cs-avocats.lu/legal-news/investment_management/esma-consults-depositary-requirements-ucits/. 

MOLITOR Avocats Ă  la Cour boosts Corporate & M&A Practice with the arrival of a new partner

Luxembourg, 3 October 2013 - Chan Park will join MOLITOR Avocats Ă  la Cour as a partner on 22 October 2013.

His primary role will be advising the firm's Corporate & M&A clients and further developing its practice in this area. "We're thrilled that Chan is joining us", said Michel Molitor, Managing Partner. "He has a profound understanding of corporate law in Luxembourg combined with a great deal of experience working through complex cross-border transactions. We are in no doubt that Chan will strengthen our team and support MOLITOR's continued growth and development as well as being a fantastic resource to both our firm and the clients we serve."       

 

MOLITOR boosts Corporate & M&A practice with arrival of a new Partner

MOLITOR Luxembourg appoints Claire Leonelli as Partner

MOLITOR Avocats Ă  la Cour Luxembourg is delighted to announce the promotion of Claire Leonelli to Partner.

Claire brings with her a wealth of skills and experience, particularly in IP, IT and Media. "Since Claire joined MOLITOR in 2007, she has helped us build a fine reputation in IP, IT and Media in Luxembourg and abroad", said Michel Molitor, Managing Partner. "Her promotion is part of our overall strategy to increase our presence as one of the leading Luxembourg business law firms both locally and internationally. We congratulate Claire on this achievement within her career at MOLITOR."

 

Law of April 6, 2013 on dematerialised securities

The law of April 6, 2013 on dematerialised securities was published in Luxembourg’s official gazette, the MĂ©morial, on April 15, coming into force the following day. It creates a third category of securities alongside securities in bearer or registered form and introduces a general regime for them. The legislation also amends various existing Luxembourg laws such as the legislation of August 1, 2001 regarding the circulation of securities and other fungible instruments.

MOLITOR Avocats Ă  la Cour announces that Lauren Fisch will leave the firm

Luxembourg, 24 April 2013 - MOLITOR Avocats Ă  la Cour, one of Luxembourg's leading Business law firms announces that Laurent Fisch will leave the firm on 15 May 2013. Having recently become increasingly involved in the highly complicated and lengthy liquidation of Lehman Brothers, and to avoid any potential client conflict issues, he has decided to pursue his career independently.

AIFM Directive - Analysis highlights Commission divergence from ESMA level 2 proposals.

The Alternative Investment Management Association has published an analysis of the divergences it has identified between the European Commission's draft Level 2 regulation implementing the Alternative Investment Fund Managers Directive and the technical advice provided to the Commission last November by the European Securities and Markets Authority.

UCITS IV – removing barriers to Europe’s single fund market

The European Union's latest directive on undertakings for collective investment in transferable securities, known as Ucits IV, which was formalised on July 13, 2009,will take effect from July 1 this year, the deadline for transposition of the directive into the national law of EU member states. Luxembourg became the first member state to do so on December 17, 2010.

Luxembourg Newcits or Sophisticated UCITS

For a long time, Luxembourg hedge funds and funds of hedge funds have been set-up under several wrappers, namely funds submitted under part II of the law of 20 December 2002 on UCIs (the “2002” Law) and specialized investment funds (SIF) governed by the law of 13 February 2007 (the “SIF Law”). As of today, hedge fund managers are considering launching UCITS platforms (especially “sophisticated UCITS”). As widely known, UCITS funds are harmonized European retail fund vehicles that can be sold globally and which benefit from the European passport enabling investment managers to easily market their funds within the EU.

Getting the Deal Through - Dispute Resolution 2009 - Luxembourg Chapter

September 2009 - Corporate & Commercial. Legal Developments by KLEYR GRASSO ASSOCIES.

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What is the structure of the civil court system? The Luxembourg court system is organised according to the principle of ‘double court instance’, pursuant to which any case may be judged twice by two different courts, both upon the factual and legal merits. As a result, a major distinction is to be drawn up between the first degree courts and the courts of appeal.

Getting the deal through - Anti-Corruption Regulation 2009

By the law of 1 August 2007 the Grand-Duchy of Luxembourg adopted the United Nations convention on corruption opened to signatories in Merida on 9 December 2003.

Getting the deal through - Insurance and Reinsurance 2008

September 2008 - Corporate & Commercial. Legal Developments by KLEYR GRASSO ASSOCIES.

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The Commissariat aux Assurances (the Commissariat) is in charge of the supervision of insurance and reinsurance undertakings, as well as insurances intermediaries (agents and brokers). It is in charge of examining the applications for licences. The Commissariat also assists the Luxembourg public authorities in European and international negotiations. It takes an active part to the preparation of Luxembourg laws and regulations within its field of competence.

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