KLEYR GRASSO

KLEYR_GRASSO is pleased to have advised its longstanding client EnduroSat on its newly announced USD 205 million financing round.The transaction marks another significant milestone in KLEYR_GRASSO’s ongoing support of EnduroSat, following the company’s USD 104 million Series B financing completed last year. The new financing will support the expansion of EnduroSat’s industrial capabilities and accelerate its growth across Europe and the United States.Founded in Bulgaria, EnduroSat has become one of Europe’s leading New Space companies. Having delivered more than 200 satellites and launched more than 100 satellites into orbit, the company is pursuing an ambitious vision based on the standardisation and industrialisation of satellite manufacturing, making space infrastructure more accessible and scalable.The transaction was handled by KLEYR_GRASSO’s Corporate, M&A team led by Renata JOKUBAUSKAITE.Congratulations to the EnduroSat team on this impressive milestone!This latest mandate further strengthens KLEYR_GRASSO’s growing track record in the space and advanced technology sectors. Through its continued involvement in financing and strategic transactions involving innovative space companies, the firm is developing a distinctive expertise at the intersection of the space economy, technology and international growth projects. For additional information on the financing and EnduroSat’s growth ambitions, please see the company’s official announcement here.

The Cour de Cassation has just delivered a completely unprecedented decision. On 4 June 2026, it recognised the admissibility of a minority shareholder joining proceedings as a civil party before the investigating judge on the basis of Article 444-2 of the amended Law of 10 August 1915 on commercial companies.Since a reform in 2016, this specific provision of the company law allows, under certain conditions, a minority shareholder holding at least 10% of the shares to bring legal proceedings for the losses suffered by the company in which it holds shares. The mechanism is intended, in particular, to address situations where another shareholder (often the majority shareholder) seeks to prevent an action by the company for liability against the directors it has appointed, or where the company’s directors refuse or fail to act. Since then, the minority action is used on a regular basis before the civil courts; however, the question of whether such an action could also be exercised before the criminal courts had not yet been addressed in Luxembourg.The case brought before the Cour de Cassation dates back to 2017. In view of the inaction of the company’s provisional administrator, a minority shareholder had filed a criminal complaint with civil party on behalf of the company, on the grounds that its former directors had misappropriated the company’s funds and assets for personal purposes. After several years of investigation, the investigating judge suddenly decided to declare the civil party inadmissible. The Chambre du conseil of the Court of Appeal upheld that order of inadmissibility on the ground that the shareholder in question could not act as a civil party in respect of the losses suffered by the company. The Cour de Cassation set aside and annulled that decision of the Chambre du conseil of the Court of Appeal, emphasising that the action provided for in Article 444 2 of the amended Law of 10 August 1915 on commercial companies is also applicable in criminal matters, and that, consequently, a minority shareholder is admissible to join proceedings as a civil party on behalf of the company, the losses being, of course, to be assessed on behalf of the company.It should also be noted in passing that, even though it was not directly seized of this issue, the Cour de Cassation endorsed the possibility for a shareholder holding an equal stake (i.e. 50% of the shares or equity interests) to exercise the minority action provided for in Article 444 2 of the amended Law of 10 August 1915 on commercial companies. This principle had already been recognised in a decision of the Court of Appeal in 2021, but the Cour de Cassation had not yet had the opportunity to rule on this question. It has now done so.

After two referrals to the Court of Cassation, the Court of Appeal has now confirmed, in a judgment dated 29 April 2026, that a provisional administrator of companies may not act outside the law, but is likewise subject to the legal provisions governing commercial companies and their directors. In Luxembourg, this clarification had been awaited for a long time, as case law had until now remained rather unclear on this issue, despite its fundamental importance.The Court of Appeal was called upon to rule on the merits of a request for the replacement of a provisional administrator brought by a shareholder who, inter alia, criticised the administrator’s failure to comply with company law provisions. For years, the provisional administrator had argued that, as a court-appointed officer, he was not subject to company law in the same way as an ordinary director. The Court of Appeal rejected this argument, emphasising that, where entrusted with a general mission of management and administration, the provisional administrator must comply with the legal rules governing the operation of companies, including the legal obligations applicable to all corporate officers, save for those incompatible with his mandate.From now on, no provisional administrator will be able to rely on his status as a court-appointed officer to avoid the legal obligations applicable to companies. Like any corporate officer, he will be required to prepare, present and submit annual accounts to the shareholders, produce management reports, arrange for audit reports in the context of the statutory audit of the accounts, convene and hold general meetings as required by law, respond to shareholders’ questions regarding management operations, etc., this list obviously not being exhaustive. The only limitation identified by the Court of Appeal concerns rules that are incompatible with the appointment or mission of a provisional administrator, such as for example his appointment by the court rather than by a general meeting of shareholders. This is a matter of common sense.In the summary proceedings at hand, the Court of Appeal did unfortunately not draw all the consequences from its own decision, as it held that the breaches of company law committed by the provisional administrator were not, in themselves, sufficient to justify the replacement of the provisional administrator. This may be regrettable, but what matters here is that the principle has finally been settled: a court-appointed provisional administrator cannot evade the rules and legal obligations applicable to companies.It remains to be seen how trial courts will apply this principle when ruling on liability actions brought against provisional administrators, and how criminal courts will apply the same principle established by the Court of Appeal, knowing that in company law matters, certain criminal offences are by nature purely material.