Corporate M&A
Eric Sublon
Yann Spiegelhalter
Mathieu Laurent
Euryale Didillon
Robert Goerend
Aurélien Latouche
Anneleen Hofkens
Deals
- Advising on the cross-border merger of R+V Luxembourg Lebensversicherung S.A. into R+V Lebensversicherung AG with teams in Luxembourg and Germany, including aspects of corporate law, conversion law, insurance supervisory law and employment law.
- Advising IK Investment Partners, European private equity group focused on investments in the Benelux, DACH, France, Nordics and the UK, on the financing and corporate aspects of several acquisitions of stake.
- Advising Citizen Capital and Innovacom on the due-diligence aspects of their investment in Luxembourg based start-up SustainCERT, whose ambition is to leverage technology to improve the way carbon emissions can be measured, reported and verified.
- Advising SustainCERT on its capital raise of $37 million (launching the world’s first climate impact verification platform to support the launch of its digital verification solution for carbon markets).
- Advising the Europe’s leading private equity real estate investment manager on all Luxembourg corporate related documentation with respect to several financings, notably in 2022 on the amendment of a loan agreement related to a shopping center, the refinancing of a facility related to another shopping center and on the refinancing of a shopping center in Italy.
- Assisting a major global investment firm in the corporate aspects of the partial refinancing of the acquisition a leading independent supplier of high precision industrial applications to the watchmaking, MedTech industries, Automotive, Electronics and Aerospace of the following companies and the rollover of certain key managers of these companies.
- Advising an automotive company based in Luxembourg, which is the majority owner of the dealer group which represents prestigious automotive brands, in the context of an important internal restructuring implying steps in Luxembourg and Israël.
- Advising a major player in steel, timber and concrete construction on the acquisition of an operating company in Luxembourg notably on the following areas corporate, tax, main commercial contracts, regulatory environment, real estate, labour law, litigation, financing.
- Advising the leading telecommunication company in Luxembourg on the corporate and financing aspects related to the restructuring of a digital video advertising group of companies in view of its introduction on the NASDAQ Global Select Market.
Team Services
Luther Luxembourg has specialized in Corporate and M&A law since its establishment in 2010. For over 12 years, Luther has provided expert counsel to a diverse client base consisting of multi-national corporations, financial institutions, investment funds, private equity firms, and mid-sized privately held companies. These clients operate across various industries such as telecommunications, media, technology, finance, real estate, gaming, luxury goods, food and beverages, and hotels.
With a team comprising of 7 partners and 10 associates, Luther offers comprehensive advice throughout the entire lifecycle of a company. From initial incorporation to routine transactions and exit planning, they closely monitor all aspects of the deals they handle. The team relies on experienced senior lawyers to ensure the provision of high-quality services.
Corporate Law Services
Corporate
- General Corporate Law
- Legal Matters for Groups of Affiliated Companies
- Restructuring and Reorganisation
- Commercial Law
- Shareholder and Partner Disputes
General Corporate Law
- 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
Legal Matters for Groups of Affiliated Companies
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
Restructuring and Reorganisation
Advising on:
- National and international group restructuring measures
- National and cross-border reorganisations (mergers, splits, spin-offs, change of legal form)
- Recapitalisations
Commercial Law
Advising on and assistance in connection with:
- Franchising, licensing & distribution
- IT, IP & commercial law aspects (M&A transactions)
- Commercial agreements and general terms
Shareholder and Partnership Disputes
Advising on:
- Shareholder and partnership disputes
- Actions for annulment under stock corporation law
- Reviewing shareholder compensation claims
- Redemption procedures
M&A Services
Transaction advisory
- 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
Transaction preparation
- 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.)
Transaction implementation
- 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
Legal advice in French, English, German, and Luxembourgish
Client testimonials
IFLR1000
M&A
Excellent experience with Anna Gassner. Great commitment to the client, excellent communication, clear and relevant advice, great quality of deliverables.
Timely. Knowledgeable. Responsive.
Great client care; responsive; creative.
Excellent experience with the partner involved in the matter. Great commitment to the client, excellent communication, clear and relevant advice, great quality of deliverables.
Private equity
Efficient and productive work.
Project development : Infrastructure
Quick, friendly, reachable, deal/solution-oriented advice, hands-on, multi-language team.
Chambers and Partners
What the team is known for
Luther acts for domestic and multinational clients on cross-border acquisitions, divestments, mergers and joint ventures. The law firm represents private equity houses in transactions involving companies from sectors including telecommunications and pharmaceuticals. The firm also has experience in governance issues and venture capital investments.
Strengths
We always had excellent service and very responsive and proactive communication.
The team has a strong, commercially oriented approach.
Notable practitioners
Eric Sublon advises clients in the telecommunications and automotive industries on acquisitions, corporate reorganisations and governance matters.