LEITMOTIV
”The greatest trust between man and man is the trust of giving counsel.
Sir Francis BaconEnglish lawyer, statesman & philosopher. Lord Chancellor of England (1618–1621)
Human capital is at the heart of delivering legal counsel and contributes at every step: defining the project, identifying legal risks, adopting innovative structures and alternatives, anticipating and providing regulatory and legal counsel to sustain environment, social and governance (ESG) values.
Clients come from different jurisdictions to do business in Luxembourg and Switzerland and expect beyond professional knowledge and legal expertise, a mere explanation of how legal rules work in practice by contrast to their national legal and regulatory environments.
Have a look at our case studies to understand how we help.
CASES STUDIES
Cross border IPP Luxmebourg/Switzerland/Mauritius/Mozambic
The challenge:
Advise on an ESG cross border (USA, Luxembourg, Switzerland, Mauritius, Mozambique) Independent Power Producer corporate structure involving various counterparties (USTDA & African Development Bank) and their legal counsels and incorporate it from the bottom up, starting with the operational company and ending by the financial holding.
The solution:
Our team acted as central point of contact and took the lead to collect and coordinate requirements and comments from all participants and their counsels and structure a step plan to achieve the objectives and implement it.
The result:
The IPP investment structure was complaint with ESG principles and common term sheets and was set up on time to initiate the construction of the power plant. The asset company was transferred in accordance with the shareholder agreement to financial holding structure once it was completed across the three different countries it was set up.
Investment funds Luxembourg/Switzerland
The challenge:
Set up an investment entity with less than a EUR5M of assets under management under financial regulatory supervision for a Swiss fortune manager with an attractive set-up and recurring costs structure.
The solution:
After reviewing the organization chart of the fortune manager, we advised to set up a non-regulated AIF managed by a sub-threshold AIFM, hence eliminating the requirement to have a Depositary and a Central Administration Agent.
The result:
The Swiss fortune manager delivered to his clients an investment structure to execute this investment which was very important for them.
Fintech Luxembourg
The challenge:
Design a legal staging plan to reach financial regulated status in accordance with business deployment and operations of a real estate fundraising platform in Luxembourg.
The solution:
Our team refined the business plan and product deployment timeline in order to comply with the regulated status of the platform at each milestone.
The result:
The platform starting operations with a business license while at the same time it was decided to file for an AIFM registration with the CSSF in to offer regulated financial services. The ultimate stage consists in submitting a filing with the CSSF to receive a license as a fundraising platform once the law is enacted in Luxembourg.
”It is much easier to put existing resources to better use, than to develop resources where they do not exist.
EXPERTISE
Sustainable & Climate Finance
Our lawyers have more than two decades of subject matter expertise in sustainable finance. We advise on international standards (TCFD, TNFD, SDGs, PRI, GRI) and EU legal framework (EU Taxonomy and SFDR) applied to financial market participants and enterprises on non-financial reporting such as NFRD and CRSD.
As Subject Matter Experts (SME) we cover GHG reduction and mitigation, Carbon emission offsetting (Article 6), agriculture and food sectors and biodiversity.
Corporate, Bank & Finance
We deliver legal support and advice on drafting bylaws, shareholder agreements, minutes of management and shareholder meetings, investment protocols, internal regulations of strategic and ethics committees, authorisation to do business in Luxembourg, employee stock option schemes (ESOP & SAR) and liquidations.
We also provide support in the negotiation of financial documents, such as loan and facility agreements, subordination and inter-creditor agreements, pledge agreements and other security.
Investment funds & Asset managers
We focus on assisting assets managers with legal advice on fund structuring
and registration, drafting of prospectus, subscription, management, advisory and distribution agreements, cross- border registration, regulatory and compliance advisory, AIFMD, risk management and conflicts of interest processes and manuals, fund management companies, reporting and day-to-day legal issues.
and registration, drafting of prospectus, subscription, management, advisory and distribution agreements, cross- border registration, regulatory and compliance advisory, AIFMD, risk management and conflicts of interest processes and manuals, fund management companies, reporting and day-to-day legal issues.
Regulatory & Compliance
We have expertise in EU financial sector licensing, regulatory and compliance: MIFID2/MIFIR2, PSD2, EMIR, eIDAS, Prospectus regulation, AIFMD, AMLD5, DLT/MiCA and Crowdfunding.
We help clients with authorizations, licenses and clearance from financial supervisory authorities for distribution of financial services and products and other
compliance policies and procedures, comply with all aspects of applicable cross-border legal and regulatory frameworks, and strategic regulatory changes and issues relating to financial services and markets (FINRA, FATCA, AIFMD, CSR), virtual assets (VA) and VA services providers (VASPs).
Blockchain, Fintech & Asset digitalization
We are technologically advanced and innovative lawyers having a comparative legal approach amongst leading jurisdictions. Our lawyers are involved in workgroups of industry professional associations. We also advise and process AML compliance for VAPSs and VAs. Our clients are real estate fundraising platforms and decentralized finance (DeFi) cross-chain protocol developers.
Our attorneys advise industry leaders in various verticals on digitalizing and automating certification standards to enable impact and the access to both high quality data and data with integrity, and effective measurement, reporting, and verification (MRV) of GHG emissions with EDGE Internet-of-Things (IoT).
A Swiss based entity has most recently retained us for counsel to structure and set up next generation developer community investment fund based on DAO governance architecture where each member of the eco-system can participate in investment decisions.
OUR FIRM
The firm was founded in Luxembourg more than ten years ago on the foundations of confidentiality, empathy, trust, integrity and independence.
We advise local and international businesses of any size ranging from Fortune 500 public companies to startups, entrepreneurs and private clients because our team has knowledge, skills and working methods of big mainstream law firms while remaining accessible and close to the client and his priorities.
Our lawyers are qualified under Luxembourg, Swiss and Bulgarian law but also have prior academic and professional expertise from other European countries and the US, which in the opinion of our clients enhances the delivery of legal advice and services and neutralizes cultural gaps.
Our growth and recognition is a result of our values and the personal involvement of our lawyers and direct access to them for our clients.
We are committed to establish relationships with our clients with which we share environmental, social and governance (ESG) priorities that create value through smart collaboration within an international professional eco-system comprising more than 100 professionals in Europe, Africa, Asia and Northern America.