Chevalier & Sciales > Luxembourg, Luxembourg > Firm Profile

Chevalier & Sciales > Firm Profile

Chevalier & Sciales is a Luxembourg law firm established 16 years ago with specialist expertise in investment management, corporate transactions, banking, and finance, as well as high-level litigation and dispute resolutions. Our dynamic litigation and transaction teams and corporate lawyers have an international reputation for bringing together excellence and intellectual rigor with a practical and business-minded approach in serving our clients.

We aim to offer a one-stop-shop service to our clients and provide tailored solutions to meet their needs flexibly, responsively, and cost-effectively. Our practice areas are structured to ensure a comprehensive understanding of our clients’ businesses and markets. We work with recognised tax experts and other service providers to provide you with the assistance and services you require through every aspect of your transactions and business.

Chevalier & Sciales provides advice covering all legal, corporate, and litigation matters. We have extensive experience in investment funds and corporate and commercial litigation, with more than 40 years of combined experience and accumulated expertise. We are particularly well-positioned to deal with cases involving multiple areas of law, drawing on relationships with firms in other jurisdictions to assist you in international cases with a diverse range of skills and specialisations.

Investment management

Chevalier & Sciales has in-depth expertise in investment funds and asset management, providing advice on a comprehensive range of legal and regulatory issues for asset management firms and investment funds.

We assist clients with the organisation, establishment, and operation of UCITS and alternative investment funds (AIF) established as Luxembourg special limited partnerships (SCSp), reserved alternative investment funds (RAIFs), and specialised investment funds (SIFs) covering alternative asset classes such as private equity, real estate, venture capital, private credit, and hedge. We also regulatory evaluate whether the AIF can be structured as an ELTIF, EuVECA, or EuSEF.

Our lawyers in Luxembourg go beyond solving purely legal issues, helping investment managers and fund promoters improve their competitiveness by structuring flexible, easy-to-administer, and cost-effective investment vehicles.

Litigation, arbitration & dispute resolution

Chevalier & Sciales specialises in financial litigation, often involving high-stakes and complex issues relating to corporate, commercial, banking and financial law and encompassing both jurisdictional and arbitration issues.

We combine creative litigation strategies with business practicality to resolve high-stake disputes. We act for private entities or individuals, companies, investors in contentious, advisory and non-contentious matters, be it before state courts or arbitration tribunals, in litigation as well as in pre-litigation phases or for alternative dispute resolutions. Our strength lies in associating in-depth financial and commercial awareness with legal proceedings expertise. We successfully represented clients in the enforcement of arbitration awards and court decisions, inter alia the enforcement of a €500 million arbitration award against a European State in the Grand-duchy of Luxembourg. Our firm is also active in the field of international arbitration. It has recently secured the defense for the claimants in an investment arbitration regarding the application of the Bilateral investment Treaty between Switzerland and the Czech Republic.

Our range of services includes:

• Corporate litigation
• Directors’ liability
• Group liability
• Shareholder’s disputes
• Provisional and protective measures

• Fund litigation
• Prospectus liability.
• Limited partner and general partner disputes, disputes among fund principals and conflicts of interests.
• Assisting clients with cases involving investments in relation to the Bernard Madoff case.
  
  Private banking, and financial litigation
• Representing investors in issues arising out of bank-customer relationships.
• Litigation over compensation for substantial market losses.
• Arbitration
  
• Assisting clients with the enforcement of arbitration awards.
• Representation of a client in an ongoing bilateral investment treaty arbitration case involving more than $1 billion.

Banking, finance & capital markets

Our finance team has developed wide-ranging expertise in banking, finance and capital markets, including securitisation transactions, bond issues and debt programmes, and listings on the Luxembourg Stock Exchange.

We assist clients with all types of bond issues and debt issuance programmes of all types including classic and new global notes, the implementation of true sale and synthetic securitisation transactions, and the structuring of investments and financing operations. Our team furthermore drafts and advises on prospectuses, financing and guarantee contracts, and has expanded its expertise on issues relating to the financing of environmental projects.

Corporate

We assist public and privately-held companies in a wide range of sectors with corporate restructuring, cross-border transactions and general corporate matters.

Our corporate team:

• Assists Luxembourg companies at all stages of their life cycle.
• Assists with the incorporation of Luxembourg holding and financing companies and advises on appropriate legal structures.
• Advises on corporate governance issues, including the drafting of joint venture and shareholder agreements.
• Advises on the implementation of intra-group financing transactions.
• Assists lenders, creditors, investors and distressed companies as well as their management and principal shareholders with support through customised advice on restructuring and insolvency issues.
• Assists clients with the liquidation of Luxembourg companies.

 

Legal Developments

COVID-19 Luxembourg news: CSSF instructs Luxembourg funds to report large-scale redemptions

28th April 2020 The Financial Sector Supervisory Authority has confirmed it has issued a circular requiring investment funds domiciled in the grand duchy to report whenever they receive investor redemption requests amounting to more than 10% of the fund’s asset in a day or more than 30% over a week.

Covid-19 Luxembourg corporate news: Ensuring corporate governance in time of crisis

27th April 2020 The public health emergency and economic slump precipitated by the Covid-19 pandemic has prompted the authorities to amend various rules and regulations applicable to companies in Luxembourg to enable them to cope with existing and future difficulties affecting their business.We have summarised below the most important developments.Prohibition on holding physical meetingsIn the current circumstances, with the circulation of people drastically restricted in the European Union and worldwide, the holding of both meetings of management boards and boards of directors of a company and of general meetings of shareholders has been significantly affected.On 20 March, the Luxembourg government issued a grand-ducal decree offering practical solutions to the difficulty in conducting meetings on the part of companies and other legal entities. Other shareholders’ rights, including the right to information and convening formalities, remain applicable.Impact on shareholdersRegarding general meetings of shareholders, Article 1(1) of the decree states that, irrespective of any contrary provision in a company’s articles of association, or of the number of participants present or represented, a company is entitled to hold any general meeting of shareholders without conducting a physical meeting, and summon shareholders to attend meetings.They may exercise their rights via remote voting, either in writing or in electronic form, provided that the full text of resolutions or decisions to be taken has been published or communicated to them. Alternatively, they may exercise voting rights through a proxy appointed by the company, such as a lawyer, auditor, notary or board member, or by videoconference or any other telecommunications channel allowing the identification of each participant.Shareholders who participate by these means are deemed to be present for the calculation of the quorum and majority at the meeting.Should it be necessary to hold an extraordinary general meeting in front of a notary, please note that this is still feasible despite the exceptional circumstances. We can assist you should you need to organise a meeting urgently.Impact on governance bodiesAccording to Article 1(2), irrespective of any contrary provision in a company’s articles of association, other governance bodies may hold meetings without a physical presence through written circular resolutions, or by videoconference or any other telecommunications channel allowing the identification of each participant. Members who participate by these means are deemed to be present for the calculation of the quorum and majority.Feel free to contact us if you need our assistance to organise such meetings and prepare relevant documentation to reflect the situation resulting from the Covid-19 pandemic.Exceptional extension of annual accounts approval and filingA company’s annual accounts should normally be approved by shareholders within six months of the end of the financial year. Under Article 1(3), irrespective of any contrary provision in a company’s articles of association, companies are exceptionally authorised to convene their annual general meeting at the latest on a date within six months after the end of its corporate year, or on a date up to 30 June 2020. This decision may be of relevance to a company that has a statutory fixed date for its AGM.If you have already convened the annual general meeting, according to Article 1(4), you can still inform your shareholders of your intention conduct to the meeting in accordance with the provisions of Article 1(1) as above, provided you do so no later than three business days before the scheduled meeting.The company’s annual accounts should normally be deposited within one month of their approval with the Luxembourg register of commerce and companies. The Luxembourg Business Register announced on March 18 that companies will have an additional period of four months to file their annual accounts, at the standard administrative fee – that is, with no late filing penalty.We are currently assisting clients with the approval of their annual accounts as smoothly as possible, from organising approval to deposit of the accounts with the Luxembourg Business Register. Please contact us should you need our assistance.Direct Taxation Authority offers flexibility over liquidity problemsOn March 17, Luxembourg’s Direct Taxation Authority (Administration des contributions directes or ACD) announced that in the event that a company or other legal entity is facing liquidity problems due to Covid-19, they may apply for cancellation of quarterly advance payments of income tax and municipal business tax, for the first or second quarters of 2020, or a delay to the deadline for payment of income tax, municipal business tax or net worth tax.The ACD has placed online two forms to be completed by entities wishing to benefit from one of these measures, at: https://impotsdirects.public.lu/fr/formulaires/contribuables.htmlRequests for cancellation of tax advances and payment deadline delays will be accepted automatically for eligible taxpayers which have advances or tax assessments due.In addition, the deadline for submitting tax returns has been extended until June 30 for legal entities and individuals, as well as for taxpayers wishing to request, modify or revoke their individual tax election. The full text of these regulations or announcements is available as follows: Grand-ducal decree: http://www.legilux.lu/eli/etat/leg/rgd/2020/03/20/a171/jo Luxembourg Business Register announcement on the home page of its website: https://www.lbr.lu Direct Taxation Authority newsletter:  https://impotsdirects.public.lu/fr/archive/newsletter/2020/nl17032020.htmlFor further information, please contact:Olivier Sciales Chevalier & Sciales Partner 36-38, Grand-Rue, L-1660 Luxembourg Office: + 352 26 25 90 30 Fax: +352 26 25 83 88 Email: oliviersciales@cs-avocats.lu website: www.cs-avocats.lu Linkedin: http://www.linkedin.com/in/oliviersciales Twitter: @oliviersciales

CSSF updates FAQ on UCITS legislation regarding investment fees

13th March 2020 Luxembourg’s Financial Sector Supervisory Authority (CSSF) has published on March 10 the eighth update of its Frequently-Asked Questions document on the legislation of December 17, 2010 on undertakings for collective investment. The changes deal with disclosure of performance, investment managers’ and investment advisors’ fees to investors in a UCITS fund.

CSSF clarifies individual AML/CFT responsibilities for managers and funds

9th March 2020 In a frequently-asked questions document issued on November 25, 2019, Luxembourg’s Financial Sector Supervisory Authority (CSSF) has clarified the roles and responsibilities of the two individuals in charge of compliance with Anti-Money Laundering and Counter Financing of Terrorism (AML/CFT) controls for Luxembourg investment funds and managers according to the requirements of Article 4(1) of the law of November 12, 2004.

CSSF details areas for improvement in money laundering controls

9th March 2020 At a conference on December 3, 2019, Luxembourg’s Financial Sector Supervisory Authority (CSSF) has underlined to members of the country’s investment fund industry the need for improvement in aspects of controls designed to curb money laundering and the financing of terrorism.

Luxembourg sustainable and ESG UCITS funds set for subscription tax cut

15th November 2019 Luxembourg’s Finance Ministry has placed before the Chamber of Deputies draft law 7433 , which is designed to encourage the establishment in the grand duchy of sustainable investment vehicles and funds that follow environmental, social responsibility and governance strategies. The legislation amends Luxembourg’s UCITS law by reducing the rate of the annual subscription tax on assets from 0.05% to 0.01% for funds with a sustainability certification and ESG, green or social purpose incorporated into their investment process. Compliance with these conditions should to be certified by an independent auditor.

Law of 16 July 2019 implementing the EuVECA and EuSEF regulations and amending the RAIF law

15th October 2019

The Law of 16 July 2019 implementing the regulations on EuVECA, EuSEF, ELTIF and MMF (the “Regulations”) and amending the RAIF law entered into force on 22 July 2019 (the “Law of 16 July 2019”).

Although these Regulations are directly applicable to the EU member states, they do allow certain provisions to be regulated on a national level. In view of this, the Law of 16 July 2019 introduces inter alia the following:

New rules clarify practical aspects of the Register of Beneficial Owners

29th April 2019 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

29th April 2019

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.

Amendments of Level 2 Regulations regarding safekeeping obligations for AIF and UCITS depositaries

22nd January 2019

Commission delegated regulations (EU) 2018/1618 and (EU) 2018/1619, both of July 12, 2018 and regarding the safe keeping duties of depositaries, were published in the European Official Journal on October 30, 2018. The measures amend previous delegated regulations from 2013 and 2016 respectively.

CSSF issues circular on governance and organisation of non-UCITS fund depositaries

5th December 2018

Luxembourg's financial regulator, the Commission de Surveillance du Secteur Financier, published on August 23 CSSF Circular 18/697 on organisational requirements applicable to depositaries of funds that are not subject to the UCITS rules set out in Part I of the investment fund legislation of December 17, 2010 and to their branches.

New draft of AIFMD update eases pre-marketing requirements

5th December 2018

The European Commission has put forward amendments to the 2011 Alternative Investment Fund Managers Directive that includes clarifying and setting out uniform rules on what constitutes ‘pre-marketing’ activity, a topic that has been an area of controversy since the directive came into force in 2013. However, the rules have been eased in a fresh draft following criticism from the alternative fund industry.

Luxembourg Stock Exchange unveils Securities Official List for non-traded securities

6th April 2018

The Luxembourg Stock Exchange has launched the Securities Official List, a dedicated section of the exchange’s official list that enables securities to be listed without requiring them to be admitted to trading on either its regulated Bourse de Luxembourg or Euro MTF market. The SOL, which involves a simplified and rapid registration process, is specifically designed for issuers seeking only the visibility of having their securities on a recognised official list and for which admission to trading is not essential, but that can benefit from the enhanced distribution and diversification of their investor base the new listing section offers.

Luxembourg introduces draft legislation to create beneficial ownership registers

13th March 2018

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.

CSSF sets out more restrictive policy on UCITS investment in non-UCITS funds

13th February 2018

Luxembourg’s Financial Sector Supervisory Authority (CSSF) has announced changes to its policy regarding investment by UCITS funds in non-UCITS undertakings for collective investment, amending the guidance contained in its Frequently Asked Questions document addressing the law of December 17, 2010 on undertakings for collective investment. In the interests of convergence at EU level regarding the UCITS regime, the CSSF now says that UCITS may no longer invest in other UCIs and those that have done so are required to divest their holdings as soon as possible, unless the eligibility of each target fund has been confirmed specifically through case-by-case analysis.

 

Reorganised Luxembourg law on commercial companies comes into force

15th January 2018

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 (Mémorial A no. 1066) on December 2015 (the “Company Law”.

ESMA issues new updates to UCITS and AIFMD Q&As

19th October 2017

The European Securities and Markets Authority has issued fresh updates on October 5 to its Questions and Answers documents containing guidance on and interpretation of the EU’s Undertakings for Collective Investment in Transferable Securities (UCITS) and Alternative Investment Fund Managers Directive (AIFMD) regimes. ESMA says the Q&A documents aim to promote common supervisory approaches and practices in the practical application of the various UCITS directives and the AIFMD through responses to questions posed by industry members and regulators themselves.

Foreign issuers on Luxembourg Stock Exchange must now provide LEI codes

10th October 2017

The Luxembourg Stock Exchange now requires all domestic and foreign issuers operating on the regulated market, the Bourse de Luxembourg, or its Euro MTF multilateral trading facility, to provide the exchange with their legal entity identifier codes. The exchange has called on foreign issuers to check the ongoing validity of their LEI codes with local operating units designated by different countries and to send them to the exchange by e-mail to bolide@bourse.lu.

CSSF provides guidance on PRIIPs KID for Luxembourg alternative funds

22nd September 2017

In the latest update of its Frequently Asked Questions document on the legislation governing alternative investment fund managers, published on July 6, 2017, Luxembourg financial regulator CSSF has addressed issues raised by the introduction in January 2018 of the European Union’s regulation on Packaged Retail and Insurance-based Investment Products and its requirement for such products to provide investors with a Key Information Document.

 

Luxembourg exchange becomes international leader for green securities

13th April 2017

Since the autumn of 2016, the Luxembourg Stock Exchange has operated the first listing and trading platform worldwide reserved exclusively for environment-focused financial instruments. The Luxembourg Green Exchange (LGX) provides access to securities from a broad range of issuers that are recognised globally as authentically green and offers enhanced information about their environmental characteristics.

ESMA sets out new rules for UCITS share classes

27th February 2017

On January 30, the European Securities and Markets Authority issued an opinion on the minimum principles that management companies must apply when establishing different UCITS share classes. The opinion is aimed at ensuring a harmonised approach throughout the EU, where different national approaches have been observed up to now.

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

27th February 2017

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 (société à responsabilité limitée simplifiée or Sàrl-S) – also known as the one-euro company.

UCITS investment limits to be applied to umbrella funds on look-through basis

19th December 2016

The European Securities and Markets Authority has updated its Q&A documents on details of the UCITS rules in November of this year with two additional queries regarding the interpretation of investment limits when a UCITS invests in an umbrella fund.

Modernisation of Luxembourg Company Law: changes affecting the S.à r.l.

11th November 2016

The law of 10 August 2016 modernising the law concerning commercial companies of 10 August 1915 and amending the Civil Code as well as the law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of companies (the “Law”), entered into force on 23 August 2016. The Law is immediately applicable for all newly incorporated companies. Existing companies have been granted a period of 24 months to adapt their articles of association. The below is a summary of the main changes which affect private limited liability companies (“société à responsabilité limitée” (“S.àr.l.”)):

Luxembourg regulator updates rules for UCITS depositaries

3rd November 2016

Luxembourg’s Financial Sector Supervisory Authority (CSSF) has issued on October 11, 2016 Circular 16/644, which sets out revised rules applicable to all Luxembourg credit institutions acting as depositary banks for UCITS funds as well as to all Luxembourg UCITS, including self-managed funds, and/or their management companies. The circular sets out regulatory requirements clarifying rules under the updated Luxembourg investment fund law implementing the UCITS V directive, which came into force on June 1, and the European Commission’s Level 2 delegated regulation EU2016/438 regarding the obligations of depositaries, as well as various other matters.