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Legal
expertise

Corporate Law

Our team follows and advises our domestic and international clients on all aspects of Corporate Law.

Expertise

Merger & acquisition
Private equity (transactional and fund raising)
Incorporation and daily monitoring of corporate activities
Legal audit
Domiciliation
Shareholders’ agreement
Corporate structure
Joint venture

Credentials

  1. In order to raise new funds, an important perfumery cooperated with a regulated management company. The purpose of this operation was to open the company’s share capital to +/- 1600 new investors (and raise the corresponding funds). In that case, we were in charge of the relation/negotiation with the lawyers of the management company. With the latter, we also drafted the shareholders’ agreement which mentioned the conditions of the new shareholders’ subscription/exit. Concerning the capital increase, the process was divided into two steps. As the company By-laws mentioned the ability for the board of directors (BoD) to avoid the convening of an extraordinary general meeting and to increase the share capital through the “authorized capital”, we decided to use that opportunity. Three BoDs were held and the BoD took the required resolutions for the fund raising. After the bank confirmation of the funds reception, the president of the BoD confirmed the capital increase before a public notary and amended the By-laws accordingly.
  2. Because of the new worldwide AML regulation and the openness policy, one of our clients decided to transfer his company incorporated under the law of Panama to Luxembourg. We worked with the lawyers in Panama for several months for the organization of this statutory head office transfer. A lot of different decisions had been taken in Panama before the transfer (approbation of the transfer, continuation of the legal personality, amendment of the articles of association according to the Luxembourgish law, determination of the new registered office, appointment of the new directors/auditor, etc…). The major difficulty was the valuation of the company. Indeed, according to the form of the company (SàRL/SA), the share capital must be at least fixed at 12,500/31,000 €. The transfer to Luxembourg and the compliance with the Luxembourgish law includes the respect of the minimum share capital. As the company already existed under the law of Panama, we had to provide the notary with the proof of the minimum valuation of the company. With a balance sheet of the company, it is easy to produce that evidence. The problem was that in Panama no legal obligation requires the establishment of that kind of document. Then we provided the notary with different directors’ certificates and bank statements for the realisation of this transfer. The company was incorporated under Luxembourg law with a final extraordinary general meeting of the shareholders in Luxembourg.
  3. With a view to signing a share purchase agreement, a Belgian company requested the assistance of our law firm for the revision of a strategic alliance agreement concluded between its subsidiary, the transferee, and a transferor. As the share purchase agreement had to be signed within 48 hours, we managed to provide our client with due diligence (with regard to the solidarity between the transferor and the transferee for the entire tax, social and other debts) about the strategic alliance agreement within 5 hours.

Qualified team members