{"id":145352,"date":"2026-07-14T08:56:49","date_gmt":"2026-07-14T08:56:49","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=145352"},"modified":"2026-07-14T09:05:44","modified_gmt":"2026-07-14T09:05:44","slug":"luxembourg-capital-markets","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/luxembourg-capital-markets\/","title":{"rendered":"Luxembourg: Capital Markets"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-145352","comparative_guide","type-comparative_guide","status-publish","hentry","guides-capital-markets","jurisdictions-luxembourg"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">GSK Stockmann<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/12\/GSK_Stockmann_Logo_4c.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">GSK Stockmann<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/12\/GSK_Stockmann_Logo_4c.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Capital Markets laws and regulations applicable in Luxembourg<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the regulatory framework of equity capital markets in your jurisdiction, including the major regimes, regulators and authorities.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The main capital markets legislation applicable to issuers whose shares are listed and admitted to trading on a regulated market within the meaning of Article 1(31) of the law of 30 May 2018 on markets in financial instruments, as amended (\u201c<strong>MiFID II Law<\/strong>\u201d) is:<\/p>\n<ul>\n<li>the law of 24 May 2011 relating to the exercise of certain shareholder rights in general meetings of listed companies, as amended (\u201c<strong>Shareholders\u2019 Rights Law<\/strong>\u201d);<\/li>\n<li>the law of 11 January 2008 on transparency requirements for issuers, as amended (\u201c<strong>Transparency Law<\/strong>\u201d) implementing the EU Transparency Directive (2004\/109\/EC);<\/li>\n<li>the regulation (EU) 2017\/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (\u201c<strong>EU Prospectus Regulation<\/strong>\u201d) and the law of 16 July 2019 on prospectuses for securities (\u201c<strong>Prospectus Law<\/strong>\u201d);<\/li>\n<li>the law of 19 May 2006 on takeover bids, as amended (\u201c<strong>Takeover Law<\/strong>\u201d); and<\/li>\n<li>the regulation (EU) No 596\/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation), as amended (\u201c<strong>EU MAR<\/strong>\u201d) and the law of 23 December 2016 on market abuse, as amended (\u201c<strong>Market Abuse Law<\/strong>\u201d).<\/li>\n<\/ul>\n<p>In addition, the Luxembourg financial regulatory authority, the <em>Commission de Surveillance du Secteur Financier<\/em> (CSSF), regularly publishes circulars, annual reports and FAQs on various capital markets-related topics. An issuer is also subject to the Rules and Regulations of the Luxembourg Stock Exchange (LuxSE), which lay down the requirements for listing and admission to trading.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the regulatory framework of debt capital markets in your jurisdiction, including the major regimes, regulators and authorities, to the extent different from the above.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The regulatory framework for debt capital markets is largely the same as for equity, with the principal legislative instruments described in Q1 above applying equally to debt securities.<\/p>\n<p>However, certain differences arise in practice. Listing criteria for bonds differ from those applicable to shares (see Q10 and Q25 below), and certain legislation \u2014 notably the Shareholders\u2019 Rights Law, the Takeover Law and the Squeeze out Law \u2014 is primarily equity-focused. In addition, under the Transparency Law, specific obligations such as major shareholding notifications apply only in respect of voting rights attached to shares, and issuers exclusively of debt securities above certain denomination thresholds benefit from exemptions from periodic reporting requirements.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there self-regulatory organizations with delegated regulatory powers? How significant is their role compared to the government regulator?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Luxembourg, the primary government regulator for capital markets is the <em>Commission de Surveillance du Secteur Financier<\/em> (CSSF), which exercises broad supervisory and enforcement powers over issuers, market participants, and financial professionals. Luxembourg does not have self-regulatory organisations (SROs) with formally delegated regulatory powers in the traditional sense. However, the Luxembourg Stock Exchange (LuxSE) plays a significant quasi-regulatory role in respect of the admission to trading of securities on its markets. The LuxSE establishes and administers its own Rules and Regulations governing listing and ongoing obligations, and it acts as the approval authority for prospectuses and admission documents for securities admitted to trading on the Euro MTF market (as opposed to the regulated market, where the CSSF is the competent authority for prospectus approval under the EU Prospectus Regulation). Professional bodies and associations, such as the Luxembourg Bankers\u2019 Association (ABBL) and the Association of the Luxembourg Fund Industry (ALFI), contribute to the development of market practices and standards but do not exercise delegated regulatory or enforcement powers. Overall, the role of the government regulator (CSSF) is predominant in Luxembourg\u2019s capital markets, with the LuxSE fulfilling an important complementary function in the listing and admission process.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the common exemptions for securities offering without prospectus and\/or regulatory registration in your market.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The obligation for an issuer to publish a prospectus does not apply to certain types of offers of securities to the public enumerated under Article 1(4) lit (a) to (k) and Article 1(5) lit (a) to (i) of the EU Prospectus Regulation. The most common types of offers that qualify for an exemption are for example:<\/p>\n<ul>\n<li>an offer of securities addressed solely to qualified investors;<\/li>\n<li>an offer of securities addressed to fewer than 150 natural or legal persons per member state, other than qualified investors;<\/li>\n<li>an offer of securities whose denomination per unit amounts to at least \u20ac100,000; or<\/li>\n<li>an offer of securities addressed to investors that acquire securities for a total consideration of at least \u20ac100,000 per investor, for each separate offer.<\/li>\n<\/ul>\n<p>In addition, offers of securities to the public with a total consideration of less than \u20ac8 million in the European Union over a period of 12 months are exempt from the obligation to publish a prospectus based on Article 4(1) of the Prospectus Law. Nevertheless, an information notice must be published in accordance with Articles 4(3) and 4(4) of the Prospectus Law in case of an offer between \u20ac5 million and \u20ac8 million.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the insider trading regulations and describe what a public company would generally do to prevent any violation of such regulations.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>According to Article 7(1)(a) of the EU MAR, \u201cinside information\u201d is defined as information of a precise nature, relating directly or indirectly to one or more issuers or financial instruments, which has not been made public and which, if made public, would be likely to have a significant effect on the price of those financial instruments. According to Article 14 of the EU MAR, a person must not:<\/p>\n<ul>\n<li>engage or attempt to engage in insider dealing \u2013 that is, use inside information by acquiring or disposing of, for its own account or for the account of a third party, directly or indirectly, financial instruments to which that information relates;<\/li>\n<li>recommend that another person engage in insider dealing or induce another person to engage in insider dealing; or<\/li>\n<li>unlawfully disclose inside information.<\/li>\n<\/ul>\n<p>Certain legitimate behaviours are exempted, such as actions by market makers in the normal course of their function, or transactions executed in discharge of a pre-existing obligation in good faith (Article 9 EU MAR). Issuers must inform the public as soon as possible of inside information which directly concerns them. Disclosure must be made in a manner that enables fast access and complete, correct, and timely assessment by the public. Following the amendments introduced by Regulation (EU) 2024\/2809, the disclosure obligation does not apply to inside information related to intermediate steps in a protracted process \u2014 only the final circumstances or final event must be disclosed. In addition, disclosure may be delayed if immediate disclosure would prejudice the issuer\u2019s legitimate interests, provided that the information is not in contrast with the issuer\u2019s latest public communications and confidentiality can be ensured (Article 17 EU MAR).<\/p>\n<p>To prevent violations of insider trading regulations, public companies in Luxembourg shall generally implement certain measures such as the following:<\/p>\n<ol>\n<li>Insider Lists: Issuers and any person acting on their behalf or account must draw up and maintain insider lists of all persons who have access to inside information and who are working for them under a contract of employment or otherwise. These lists must be updated promptly and provided to the CSSF upon request. Insider lists must be retained for at least five years (Article 18 EU MAR).<\/li>\n<li>Managers\u2019 Transactions: Persons discharging managerial responsibilities (PDMRs) and persons closely associated with them must notify the issuer and the CSSF of every transaction conducted on their own account relating to the issuer\u2019s shares, debt instruments, or related derivatives. Notifications must be made within three business days after the date of the transaction. The issuer must then make this information public within two business days of receipt (Article 19 EU MAR). As from 30 May 2022, any notification of managers\u2019 transactions is required to be filed with the CSSF through eRIIS.<\/li>\n<li>Internal Procedures: Issuers must establish and maintain procedures to ensure that inside information is disclosed to the market in accordance with legal requirements, and that any delay in disclosure is properly documented and justified. In addition, companies should foster a strong compliance culture by implementing effective whistleblowing channels. These channels should allow employees and other stakeholders to confidentially report actual or suspected violations of market abuse regulations. Clear internal policies, regular training, and a culture of transparency are essential to support these measures and ensure compliance with the EU MAR.<\/li>\n<\/ol>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the potential prospectus liabilities in your market. What type of sanctions or disciplinary measures can be imposed by regulators for violations of securities regulations?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Prospectus Law prescribes that specific persons can be held liable for damages due to false or misleading information contained in a prospectus or the omission of material information. In particular, in accordance with Article 5 of the Prospectus Law, such persons are: the issuer; the offeror; the person seeking admission to trading on a regulated market or MTF; and the guarantor.<\/p>\n<p>The aforementioned person(s) bear(s) civil liability, which arises under the extra-contractual liability of the Civil Code (Articles 1382 and 1383). As an exception to the above, no civil liability should be attached to any person solely on the basis of the prospectus summary, including any translation thereof, unless: it is misleading, inaccurate or inconsistent with the relevant parts of the prospectus; or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.<\/p>\n<p>The CSSF may impose administrative sanctions and fines on any persons involved if false information is published, if there is obstruction of the CSSF\u2019s supervisory powers, non-compliance with its orders, or the provision of inaccurate or incomplete information under the Prospectus Law. For natural persons, administrative fines can reach up to EUR 700,000, and additional fines between EUR 250 and EUR 250,000 may apply for obstructing the CSSF\u2019s investigatory powers or failing to comply with its requirements.<\/p>\n<p>Criminal liability arises for any person who knowingly conducts a public offer of securities in Luxembourg without an approved prospectus where required. Fines for legal persons range from EUR 251 to EUR 5,000,000, and for natural persons from EUR 500 to EUR 700,000. Criminal liability requires intentional conduct, and any individual involved may be held liable depending on their participation and intent.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key remedies available to shareholders of public companies in your market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Shareholders\u2019 legal remedies against the issuer are generally limited. A shareholder may bring a claim for breach of contract or invoke extra-contractual (tort) liability under articles 1382 and 1383 of the Luxembourg Civil Code. Direct actions against directors or management are possible in cases of breach of law or the articles of association, or for personal damage suffered due to fault. Criminal offences may also give rise to enforcement actions. Directors are liable to the company for mismanagement, and shareholders may, under certain conditions, bring actions on behalf of the company. Please also refer to the response to Q12 below on minority shareholder protection mechanisms.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key remedies available to debt securities holders in your market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Bondholders benefit from a specific regime. They are grouped by law into a collective body (<em>masse<\/em>) represented by one or more representatives, who may take legal action on behalf of all bondholders, particularly in cases of default or breach of bond terms. Bondholders have rights to information, to attend shareholder meetings (with consultative voice), and to participate and vote in bondholders\u2019 meetings. The bondholders\u2019 assembly can decide on modifications to bond terms, with such decisions binding on all bondholders of the issue. In case of non-payment or breach, bondholders may take individual or collective legal action, including claims for payment or damages, and may seek annulment of unlawful or irregular decisions of the bondholders\u2019 assembly.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the expected outlook in fund raising activities (equity and debt) in your market in 2026.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In 2026, Luxembourg is expected to continue to serve as a leading hub for both equity and debt fund raising. The LuxSE, which reported all-time high listing numbers in 2025 with over 18,600 new securities admitted to its markets, offers a flexible and efficient regulatory environment, with streamlined listing and prospectus regimes that attract a broad range of issuers. Equity fund raising is likely to remain robust, supported by efficient approval processes and international investor interest. Debt issuance, particularly in green, social, and sustainability-linked bonds, is expected to remain strong, reflecting continued demand for diversified and ESG-focused products. Overall, the outlook is positive, with sustained or increased activity anticipated across both equity and debt markets.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the essential requirements for listing a company in the main stock exchange(s) in your market? Please describe the simplified regime (if any) for companies seeking listing or dual-listing in your market. What are the estimated costs and timelines for completing a listing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A primary listing of securities following an initial public offering (IPO) on the <em>Bourse de Luxembourg<\/em> (BdL) and\/or the Euro MTF markets may be obtained subject to certain listing conditions enumerated under the Grand-Ducal Regulation of 13 July 2007 relating to the official listing for financial instruments, as amended (\u201c<strong>Grand-Ducal Regulation<\/strong>\u201d) and the Rules and Regulations of the LuxSE. These listing criteria may vary depending on the type of securities and are summarised as conditions applicable to: the issuer (e.g., its legal position; minimum size of at least \u20ac1 million; period of existence of at least three years prior to the application for admission to listing); shares (e.g., legal position; negotiability; physical form; listing of shares of the same category); and bonds (e.g., legal position; negotiability; physical form; listing of bonds of a minimum amount of \u20ac200,000).<\/p>\n<p>An application for admission to trading of securities on one of the securities markets operated by the LuxSE is also deemed to be an application for admission to its official list. The prior publication of a prospectus is a <em>sine qua non<\/em> in order to obtain a primary listing on the BdL market and\/or the Euro MTF market. The prospectus must be prepared and approved in accordance with: the EU Prospectus Regulation and Part II of the Prospectus Law, if the securities are covered by the EU Prospectus Regulation and relate to an offering and admission to a regulated market; Part III of the Prospectus Law (alleviated prospectus regime) in relation to securities not covered by the EU Prospectus Regulation; or Part IV of the Prospectus Law in case of an admission to the Euro MTF market.<\/p>\n<p>A prospectus that is approved and notified in accordance with the EU Prospectus Regulation for admission to trading on an EU regulated market may validly be used for an admission to trading on a market operated by the LuxSE. Hence, the CSSF must not undertake any approval or administrative procedures relating to prospectuses and supplements approved by the competent authorities of other EU member states. Nevertheless, the admission to trading on the Euro MTF market of securities already admitted to trading on an EU regulated market other than the regulated market of the LuxSE is subject to certain conditions based on the Rules and Regulations of the LuxSE \u2013 for example: the LuxSE must receive a confirmation stating that the ongoing obligations for trading on that other EU regulated market have been fulfilled; and the issuer must publish a notice stating where the most recent prospectus and information can be obtained.<\/p>\n<p>As regards estimated costs and timelines, the costs and duration of a listing on the LuxSE depend on several factors, including the type of securities, the market chosen (regulated market or Euro MTF), the complexity of the transaction, and the involvement of external advisers. Listing fees payable to the LuxSE are published in its fee schedule and vary based on the type and volume of the securities. Professional fees (including legal, accounting, and financial advisory fees) will depend on the scope of the transaction. As a general indication, the listing process on the Euro MTF is typically faster and more streamlined than on the regulated market, with a turnaround time that can be as short as a few business days for straightforward transactions, whereas a listing on the regulated market involving CSSF approval of the prospectus may take several weeks to a few months depending on the complexity of the documentation and the review process.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are weighted voting rights in listed companies allowed in your market? What special rights are allowed to be reserved (if any) to certain shareholders after a company goes public?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Luxembourg, weighted voting rights in listed companies within the same share class are generally not allowed. The principle of \u201cone share, one vote\u201d is typically upheld, meaning that each share in a listed company entitles the holder to one vote. This ensures that voting power is proportionate to shareholding, maintaining fairness and equality among shareholders.<\/p>\n<p>While weighted voting rights are not permitted, Luxembourg law offers flexibility in structuring different share classes and attaching various rights to them. Companies can issue several classes of shares with different rights, which can be particularly useful in private equity, venture capital, and securitisation structures. After a company goes public, it is possible to maintain or create special rights for certain shareholders through the issuance of different share classes. For example, founders or early investors may hold a class of shares with enhanced economic rights (such as preferential dividends or liquidation preferences) or, in some cases, limited voting rights (such as veto rights on specific matters if provided for in the articles). For companies listed on a regulated market, however, the scope for reserving special rights is more restricted. The principle of equal treatment of shareholders is fundamental. Any special rights must be set out in the articles of association and disclosed in the prospectus and ongoing reporting.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the key minority shareholder protection mechanisms in your market.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Luxembourg law protects minority shareholders through several key mechanisms. Shareholders holding at least 5% of the capital in a listed company can add items to the general meeting agenda. Those with at least 10% of the capital or voting rights can request information on management, seek the appointment of experts if management does not respond, and request the convening or adjournment of a general meeting. Shareholders with at least 10% of the votes at the meeting that resolved on discharge may bring a minority action against directors or management for mismanagement, provided they did not vote in favour of the discharge.<\/p>\n<p>Any majority decision that is contrary to the company\u2019s interest and solely benefits the majority to the detriment of the minority can be challenged for abuse of majority, with possible annulment and damages. Equal treatment of shareholders in equivalent situations is a fundamental principle, especially in listed companies. In addition, if a shareholder acquires at least 95% of the voting rights in a listed company, they can require minority shareholders to sell their shares (squeeze-out), and minority shareholders can require the majority to buy their shares (sell-out), both at a fair price.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a takeover code available in your jurisdiction? If so, does it provide for the ability to squeeze out minority shareholders?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, the Takeover Law governs public takeover bids for companies whose securities are admitted to trading on a regulated market in Luxembourg. The CSSF is the competent supervisory authority for takeover bids.<\/p>\n<p>A mandatory tender offer is triggered under Article 5(1) of the Takeover Law when a natural or legal person, as a result of its own acquisition or the acquisition by persons acting in concert with it, obtains shares in a company which, when added to any existing holdings (including those of persons acting in concert), directly or indirectly confer at least 33 1\/3% of the voting rights in that company. The CSSF constantly reminds that the two conditions set out in Article 5(1) \u2013 the acquiring of shares and the obtaining of control \u2013 must be cumulatively met for the Takeover Law to apply.<\/p>\n<p>The Takeover Law does provide for the ability to squeeze out minority shareholders. Under Article 15, where following a bid the offeror holds at least 95% of the voting rights, it may require all remaining holders to sell their securities at a fair price. Where the offeror acquired 90% or more through bid acceptances, the bid consideration is presumed to be fair. Minority shareholders also have a corresponding sell-out right under Article 16. In addition, outside the context of a takeover bid, the law of 21 July 2012 on mandatory squeeze-out and sell-out provides a separate standalone squeeze-out mechanism at the same threshold, with its own independent expert valuation procedure, opposition rights for minorities and CSSF oversight.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the common types of transactions involving public companies in your jurisdiction that require regulatory scrutiny and\/or disclosure?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Common transactions involving public companies in Luxembourg that require regulatory scrutiny or disclosure include those triggering obligations under the Transparency Law, such as the publication and filing of annual and half-yearly financial reports, and ongoing disclosures relating to changes in major shareholdings, transactions involving own shares, changes in the total number of voting rights and capital, and changes in the rights attaching to the various classes of shares, including changes in the rights attaching to any derivative securities issued by the issuer that provide access to the issuer\u2019s shares. Additionally, the EU MAR requires prompt disclosure of inside information and reporting of transactions by persons discharging managerial responsibilities and persons closely associated with them. Public takeover bids are subject to the Takeover Law, which imposes specific requirements for the announcement, conduct, and disclosure of such bids, including informing the market and authorities at key stages.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the scope of related parties and introduce any special regulatory approval and disclosure mechanism in place for related parties\u2019 transactions.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The scope of related parties in Luxembourg is defined by the Shareholders\u2019 Rights Law and International Accounting Standard 24 (IAS 24). Under these frameworks, related parties include individuals, entities, and close family members who have control, joint control, or significant influence over the company. The Shareholders\u2019 Rights Law adopts the IAS 24 definition. However, a related party transaction must therefore be assessed from two perspectives: the IAS 24 perspective and the Shareholders\u2019 Rights Law perspective.<\/p>\n<p>According to the Shareholders\u2019 Rights Law, for any material transaction with a related party, prior approval from the management body is required, and the transaction must be publicly disclosed by the company no later than at the time of its conclusion. The disclosure must include the nature of the relationship, the name of the related party, the date and value of the transaction, and any other information necessary to assess whether the transaction is fair and reasonable for the company and its non-related shareholders, including minority shareholders. These approval and disclosure requirements do not apply to transactions conducted in the ordinary course of business and on normal market terms. For such transactions, the company\u2019s administrative body must implement an internal procedure to periodically verify that these conditions are met, and related parties must not participate in this assessment.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key continuing obligations of a substantial shareholder and controlling shareholder of a listed company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Shareholders of issuers whose shares are admitted to trading on a regulated market and for which Luxembourg is the home Member State and to which voting rights are attached, shall notify the issuer and the CSSF when their shareholding reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 33.33%, 50% and 66.66% of the total shareholding of the company. The notification requirement by a shareholder to the issuer also applies to a natural person or legal entity, (i) to the extent it is entitled to acquire, to dispose of or to exercise voting rights in any of the specific cases set out in article 9 of the Transparency Law and\/or (ii) who holds, directly or indirectly, specific financial instruments as set out in article 12 of the Transparency Law. Exemptions may apply under certain circumstances in case of clearing and settlement, market making, stabilisation and voting rights held in a trading book.<\/p>\n<p>The notification to the issuer shall be effected as soon as possible, but not later than six trading days in case of a transaction and four trading days in case the breakdown of voting rights has changed. The information to be notified by the shareholder to the issuer shall at the same time be filed with the CSSF. Furthermore, if a shareholder, either individually or in concert with others, gains control by acquiring at least 33\u2153% of the voting rights, they are obligated to extend a mandatory takeover bid to all remaining shareholders for all outstanding shares.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What corporate actions or transactions require shareholders\u2019 approval?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Approval of shareholders is necessary for any fundamental changes to the company\u2019s structure, capital, and governance, as well as for significant corporate transactions such as mergers, divisions, and liquidations. Corporate actions requiring shareholder approval include, for example, amending the company\u2019s articles of association, increasing or decreasing the share capital, creating authorised share capital, allocating results and distributing dividends, appointing and\/or renewing the mandates of members of the board of directors (in a one-tier structure) or members of the supervisory board (in a two-tier structure), granting discharge to directors (one-tier structure), supervisory board and management board members (two-tier structure), and appointing and\/or renewing the mandate of the company\u2019s auditor. The quorum and majority requirements for passing shareholders\u2019 resolutions depend on the type of general meeting of shareholders, which may be an annual general meeting, ordinary general meeting, or extraordinary general meeting.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are public companies required to engage any independent directors? What are the specific requirements for a director to be considered \u201cindependent\u201d?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Public companies whose shares are admitted to trading on the regulated market of the LuxSE are required to include an appropriate number of independent directors on their board, but in any event not fewer than two. This requirement is set out in the X Principles of Corporate Governance of the LuxSE (\u201c<strong>X Principles<\/strong>\u201d), which serve as the primary corporate governance code for listed companies in Luxembourg.<\/p>\n<p>The X Principles set out comprehensive and detailed criteria for assessing independence, focusing on the absence of significant business, financial, or personal relationships with the issuer, its controlling shareholders, or its management that could impair objective judgement. Independence is assessed not only on the basis of formal relationships but also on the director\u2019s ability to exercise independent analysis, decision, and action at all times. The board must ensure that these criteria are applied in substance, and the company must provide transparent disclosure regarding the independence of its directors.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What financial statements are required for a public equity offering? When do financial statements go stale? Under what accounting standards do the financial statements have to be prepared?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>For a public equity offering in Luxembourg, the EU Prospectus Regulation requires the inclusion of audited financial statements covering the last two financial years, or for the shorter period during which the issuer has been in operation. These financial statements must include at least the balance sheets, profit and loss accounts, cash flow statements, and explanatory notes, together with the audit report for the most recent year. Under the Rules and Regulations of the LuxSE and the Grand-Ducal Regulation, issuers are generally required to have published or filed audited annual accounts for the three financial years preceding their application for admission to trading. The LuxSE may grant a waiver from the three-year requirement if justified in the interest of the company or investors, provided sufficient information is available for investors to make an informed assessment.<\/p>\n<p>Financial statements are considered stale if the last year of audited financial information is older than 18 months from the date of the prospectus. If more than nine months have elapsed since the end of the last audited financial year, an interim financial statement covering at least the first six months of the current financial year must be included. If such interim financial information is unaudited, this must be clearly stated in the prospectus. The consolidated financial statements must be prepared in accordance with IFRS as adopted by the EU. Standalone (parent company) accounts may be prepared under Luxembourg GAAP (LuxGAAP), unless the issuer chooses to apply IFRS. For third-country issuers, international accounting standards or national standards deemed equivalent to IFRS are required; otherwise, a narrative description of the differences must be provided.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please describe the key environmental, social, and governance (ESG) and sustainability requirements in your market. Additionally, what are the most significant recent changes or potential upcoming changes in this area?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Luxembourg\u2019s ESG and sustainability framework is primarily shaped by EU legislation, including the Sustainable Finance Disclosure Regulation (SFDR), the EU Taxonomy Regulation, the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD).<\/p>\n<p>Locally, the X Principles of Corporate Governance require listed companies to define and disclose a CSR policy on a \u201ccomply or explain\u201d basis. For public interest entities and large companies, Article 68bis of the law of 19 December 2002 requires a non-financial statement in the management report, covering the business model, ESG policies and due diligence, results of these policies, and principal risks related to environmental, social, human rights, and anti-corruption matters.<\/p>\n<p>In December 2025, the EU Parliament adopted the Omnibus I Directive, which simplifies the existing sustainability frameworks by increasing the CSRD applicability thresholds and reducing the number of companies in scope. The CSRD has not yet been transposed into Luxembourg law (draft bill #8370 remains pending) and the CSDDD, in force since 25 July 2024, has equally not yet been transposed. In relation to board gender balance, the Luxembourg law of 19 December 2025 transposing Directive (EU) 2022\/2381 requires issuers to ensure that, by 30 June 2026, at least 33% of all director positions are held by the under-represented gender, with annual CSSF reporting obligations and administrative sanctions of up to EUR 250,000 for non-compliance.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are trust structures adopted for issuing debt securities in your jurisdiction? What are the typical trustee\u2019s duties and obligations under the trust structure after the offering?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Luxembourg law, the use of trusts in the common law sense is not typical for the issuance of debt securities. Luxembourg does not provide for the creation of domestic trusts within its legal framework. Instead, Luxembourg law provides for fiduciary contracts (fiducies) governed by the law of 27 July 2003 concerning the trust and fiduciary contracts, as amended, which allow a fiduciary to hold and manage assets on behalf of beneficiaries, such as noteholders. These fiduciary arrangements are the functional equivalent of trusts for many financial transactions, including the issuance of debt securities.<\/p>\n<p>For international transactions, Luxembourg recognises and enforces trusts established under foreign law, such as English law trusts, pursuant to the Hague Convention of 1985. As a result, where debt securities are issued under English law or another foreign law that provides for trusts, a trustee structure may be used and will be recognised in Luxembourg. In practice, however, the issuance of debt securities by Luxembourg entities is most commonly structured using fiduciary arrangements, security agent structures, or similar mechanisms, rather than domestic trust structures. The fiduciary or security agent acts for the benefit of the holders of the debt securities, ensuring the protection of their interests in accordance with the terms of the relevant agreements. Therefore, while Luxembourg law accommodates the recognition of foreign trusts, the standard approach for debt securities issued by Luxembourg entities is to rely on fiduciary contracts or security agent structures, rather than the use of trusts as understood in common law jurisdictions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical credit enhancement measures (guarantee, letter of credit or keep-well deed) for issuing debt securities? Please describe the factors when considering which credit enhancement structure to adopt.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Luxembourg law, the most common credit enhancement measures for issuing debt securities are guarantees \u2014 often structured as independent first demand guarantees \u2014 and letters of credit. Guarantees are typically provided by parent companies or affiliates and are designed to ensure the due and punctual payment of principal, interest, and other amounts under the debt securities. These guarantees are generally unconditional and irrevocable, and may be governed by the Luxembourg law of 10 July 2020 on professional payment guarantees, as amended, which offers a strong legal framework for their enforceability. Letters of credit, usually issued by reputable financial institutions, serve as a direct payment undertaking to the holders of the securities in the event of default by the issuer.<\/p>\n<p>When selecting the appropriate credit enhancement structure, key considerations include the legal enforceability of the instrument in all relevant jurisdictions, the creditworthiness and financial standing of the entity providing the enhancement, and any regulatory or tax implications. The complexity and cost of implementation, as well as the expectations of the target investor base, are also important. Guarantees and letters of credit are generally favoured where a direct and legally robust payment obligation is required. The choice of structure will further depend on the issuer\u2019s group structure, the nature of its assets, and any applicable legal limitations, such as restrictions on financial assistance or requirements for evident corporate benefit.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical restrictive covenants in the debt securities\u2019 terms and conditions, if any, and the purposes of such restrictive covenants? What are the future development trends of such restrictive covenants in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Typical restrictive covenants in the terms and conditions of debt securities include restrictions on incurring additional financial indebtedness, negative pledge clauses preventing the creation of further security interests, limitations on asset disposals, restrictions on mergers and consolidations, and controls over distributions and dividend payments. These covenants are intended to protect bondholders by maintaining the issuer\u2019s financial stability, preventing excessive leverage, safeguarding key assets, and ensuring that the issuer\u2019s resources are not diverted in a manner that could compromise its ability to service its debt.<\/p>\n<p>Financial covenants often require the maintenance of certain ratios, such as minimum interest coverage, minimum capitalisation, and maximum leverage, and are typically supported by reporting obligations and the appointment of an agent or security agent to represent bondholders\u2019 interests. Recent trends indicate a move towards more detailed and flexible covenant structures, including incurrence-based covenants, equity cure provisions to address breaches of financial covenants, and the use of intercreditor agreements to coordinate the rights of various secured creditors. There is also an increasing use of \u201cpermitted baskets\u201d that allow limited exceptions to certain restrictions, provided specific thresholds are not exceeded. Regulatory changes, particularly those arising from EU directives and local insolvency law reforms, are shaping the evolution of these covenants to enhance enforceability and provide clearer remedies for investors in the event of default or insolvency.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">In general, who is responsible for any profit\/income\/withholding taxes related to the payment of debt securities\u2019 interests in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Luxembourg, interest payments on debt securities are generally not subject to withholding tax, except in relation to certain payments to Luxembourg-resident individual beneficial owners. Under the Luxembourg law of 23 December 2005, as amended (the \u201c<strong>Relibi Law<\/strong>\u201d), a 20% final withholding tax applies to certain interest or similar income paid or attributed by a Luxembourg-established paying agent to Luxembourg-resident individual beneficial owners. In the case of debt securities, interest is excluded from the Relibi regime where the relevant debt securities have not been the subject of a public issue on a regulated market. This tax fully discharges the individual\u2019s income tax liability if the securities are held as part of the individual\u2019s private wealth and the income is not treated as business income. Additionally, a Luxembourg-resident individual may opt to apply the same 20% final levy to certain interest or similar income received from a paying agent established in another EU Member State or in an EEA country other than an EU Member State.<\/p>\n<p>Non-resident holders of debt securities without a permanent establishment or permanent representative in Luxembourg to which the debt securities are attributable are generally not liable for Luxembourg income tax on interest, redemption premiums, issue discounts or capital gains. Resident individuals acting in the course of the management of their private wealth are subject to Luxembourg income tax at progressive rates on interest received, redemption premiums or issue discounts, unless (i) the 20% final withholding tax has been levied under the Relibi Law or (ii) they have elected to apply the 20% final levy for payments from an EU\/EEA paying agent. Capital gains realised by resident individuals acting in the course of the management of their private wealth are generally exempt if the securities have been held for more than six months, except for any portion representing accrued but unpaid interest, unless such interest has already been taxed under the Relibi Law. Resident corporate holders must include interest income, redemption premiums, issue discounts and capital gains from debt securities in their taxable income. Certain entities, such as undertakings for collective investment, specialised investment funds, reserved alternative investment funds that do not exclusively invest in risk capital and family estate management companies, are subject to specific tax regimes and are generally not subject to ordinary Luxembourg income tax on such income. Net wealth tax applies to Luxembourg-resident corporate holders and to non-resident corporate holders with a Luxembourg permanent establishment, subject to exemptions for specific entities.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the main listing requirements for listing debt securities in your jurisdiction? What are the continuing obligations of the issuer after the listing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>For the listing of debt securities on the LuxSE, the requirements for the regulated market (<em>Bourse de Luxembourg<\/em>, BdL) and the Euro MTF differ in several key respects. On the regulated market, the issuer must have a legal status in conformity with its governing laws, but there is no strict minimum period of existence for debt issuers; the principal requirement is the ability to provide audited annual financial statements for the last financial year or since incorporation if shorter, where applicable, and the bonds must be freely negotiable, in an acceptable form, with a minimum nominal amount of \u20ac200,000. A prospectus approved by the CSSF is mandatory, prepared in accordance with the EU Prospectus Regulation and Luxembourg Prospectus Law. For the Euro MTF, the requirements are more flexible: the prospectus or admission document is governed by the LuxSE\u2019s own rules and approved by the LuxSE, not the CSSF, and there is no minimum period of existence for issuers, while the same minimum nominal amount of \u20ac200,000 applies.<\/p>\n<p>For the regulated market, issuers are subject to comprehensive ongoing obligations under the Prospectus Regulation, the Transparency Law (which mandates periodic and ad hoc disclosure, including annual and semi-annual financial reports and notification of changes in rights of security holders), the Market Abuse Regulation (covering the disclosure of inside information, prohibition of insider dealing and market manipulation, and maintenance of insider lists), as well as the Listing Rules of the Luxembourg Stock Exchange. In contrast, for the Euro MTF market, the Prospectus Regulation and the Transparency Law do not apply, but issuers must comply with the Market Abuse Regulation and the LuxSE Rules, which impose ongoing disclosure and notification requirements, albeit generally lighter than those on the regulated market.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements and restrictions for a foreign issuer to conduct a public offering or list securities in your jurisdiction? Are there any significant differences compared to domestic issuers in terms of disclosure obligations, continuing obligations, or regulatory compliance burdens?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the EU passporting regime, a foreign issuer from another EU\/EEA Member State may conduct a public offering or list securities in Luxembourg using a prospectus approved by its home Member State competent authority and notified to the CSSF. In such cases, the CSSF does not carry out any additional approval or administrative procedures relating to the prospectus. For issuers from third countries (non-EU\/EEA), a prospectus must be approved by the CSSF (where Luxembourg is the chosen home or host Member State) in accordance with the EU Prospectus Regulation, or alternatively, a third-country prospectus may be recognised under equivalence arrangements where applicable.<\/p>\n<p>In terms of disclosure and continuing obligations, foreign issuers listed on the regulated market of the LuxSE are generally subject to the same requirements as domestic issuers under the EU Prospectus Regulation, the Transparency Law, and the EU MAR. However, for third-country issuers, financial statements may be prepared under national accounting standards deemed equivalent to IFRS; otherwise, a narrative description of the differences must be provided. Third-country issuers choosing Luxembourg as their home Member State must comply with Luxembourg-specific regulatory requirements, including periodic reporting under the Transparency Law. For listings on the Euro MTF, the regulatory burden is generally lighter, and the LuxSE\u2019s own Rules and Regulations govern the admission and ongoing obligations, providing a flexible framework that is often favoured by foreign issuers seeking access to a recognised European listing venue.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what extent do public markets remain a viable exit strategy for private equity investors in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Public markets remain a viable, though selectively used, exit strategy for private equity investors in Luxembourg. The LuxSE provides a well-established platform for IPOs and secondary listings, and Luxembourg\u2019s regulatory environment \u2013 including streamlined prospectus approval processes and the availability of both the regulated market and the Euro MTF \u2013 supports efficient access to public capital markets. However, in practice, private equity exits in Luxembourg more commonly occur through private sales to third-party purchasers, secondary buyouts, or structured transactions rather than IPOs. The relatively limited number of IPOs on the LuxSE compared to larger European exchanges reflects the market\u2019s focus on debt listings and investment fund listings. Nevertheless, Luxembourg-based holding and investment structures are frequently used as vehicles for IPOs on other major European exchanges, leveraging Luxembourg\u2019s flexible corporate law and established investor base. Private equity sponsors may also list portfolio companies or holding vehicles on the LuxSE as part of a broader capital markets strategy, particularly for debt instruments or hybrid securities.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the current regulatory trend in your jurisdiction \u2013 are regulators and stock exchanges taking steps to expand oversight, simplify requirements, or both? Please elaborate on recent initiatives.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The current regulatory trend in Luxembourg reflects a dual approach: expanding oversight in some areas while simplifying requirements in others. On the expansion side, sustainability reporting under the CSRD and CSDDD remains awaiting transposition into Luxembourg law, and the CSSF has confirmed it will continue to guide issuers that voluntarily publish sustainability statements pending that transposition, including through fact-finding exercises and bilateral exchanges with issuers.<\/p>\n<p>On the simplification side, the LuxSE continues to offer an efficient listing process, particularly on the Euro MTF. The CSSF is directly implementing the EU Listing Act (Regulation (EU) 2024\/2809 and its delegated Commission Delegated Regulation (EU) 2026\/773), which introduced the streamlined EU Follow-on and EU Growth issuance prospectuses from March 2026, and the EU\u2019s omnibus package, which proposes to delay certain CSRD and CSDDD requirements, is expected to further reduce the regulatory burden on issuers once transposed. Overall, Luxembourg is maintaining high investor protection standards while fostering a more competitive listing environment.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there active consideration or development of a regulatory framework for crypto assets in your jurisdiction's capital markets?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, Luxembourg is actively developing a regulatory framework for crypto assets. As an EU Member State, Luxembourg is subject to Regulation (EU) 2023\/1114 on markets in crypto-assets (\u201c<strong>MiCA<\/strong>\u201d), which entered into force in June 2023 and provides a comprehensive framework for the issuance, offering, and trading of crypto-assets, including asset-referenced tokens and e-money tokens. The CSSF is the competent authority for the supervision of crypto-asset service providers (CASPs) in Luxembourg. This framework is already being applied in practice: in May 2025, Bitstamp became the first entity authorised by the CSSF as a CASP under MiCA, and in June 2025, Coinbase obtained a MiCA licence from the CSSF and established its EU hub through Coinbase Luxembourg S.A., enabling passported crypto services across the EU.<\/p>\n<p>Luxembourg has also progressively built a legal framework recognising the use of distributed ledger technology (DLT) for issuing and holding securities. Most recently, the law of 20 December 2024 (\u201c<strong>Blockchain Law IV<\/strong>\u201d), in force since 31 December 2024, amended the law of 6 April 2013 on dematerialised securities to introduce a \u201ccontrol agent\u201d role \u2013 an alternative to the central account keeper model \u2013 responsible for maintaining the issuance account and monitoring the custody chain of DLT-recorded securities, and extended the use of DLT to equity instruments and fund units. These developments position Luxembourg at the forefront of DLT adoption within the EU, supporting innovation while maintaining compliance with EU-wide standards for investor protection, market integrity, and anti-money laundering.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">7510<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/145352","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=145352"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}