Luxembourg continues to strengthen its ranking as the world’s second-largest fund domicile after the United States. While remaining a major center for traditional Luxembourg-domiciled undertakings for collective investment in transferable securities (UCITS) funds, the constant modernization of the Luxembourg investment funds toolbox renders the jurisdiction attractive also for alternative investment funds (AIFs), including private equity, real estate, infrastructure and debt. In line with its will to offer a legal framework suitable to each category of investors, the Grand-Duchy reformed its limited partnership regime in 2013 and successfully introduced the reserved alternative investment fund (RAIF) in 2016, thus reinforcing Luxembourg’s position as a jurisdiction of first choice for fund managers.

We provide the following services:

·     Analysis of your fund project and determination of the best structure set-up 

·     Creating of any type of regulated or unregulated funds 

·     Drafting necessary fund documentation 

·     Negotiations with the Fund service providers 

·     Liaison with regulators CSSF (Commission de Surveillance du Secteur Financier) 

·     Ongoing operation assistance 

·     Compliance advice 

·     Fund finance 

·     Fund Marketing advice 

·     Funds Restructuring 

·     Funds or sub-funds liquidation. 

Securitization vehicles

Securitization has proved to be a refinancing and restructuring vehicle of choice in recent years. 

With a comprehensive and flexible legal, regulatory and fiscal framework, the Luxembourg Securitization Law encourages securitization business in Luxembourg and purports to facilitate capital market transactions and/or intra-group transactions as well as combination of both. 

With adequate language, securitization vehicles can achieve strong ring fencing and bankruptcy remote structuring, among others thanks to the creation and setting-up of autonomous compartments, similar to protected cell companies. 

We can help in setting-up any kind of SPV or Securitization Fund

Our expertise includes:

·     incorporations / setting up of the SPV or Fund; 

·     drafting of legal documentation (bond issue, information memorandum or prospectus and management regulations for securitization funds) 

·     dissolutions with or without liquidation, including dissolution of compartments; 

·     due diligences on securitized assets; 

·     acquisitions of the assets; 

·     Liaison with regulators CSSF (Commission de Surveillance du Secteur Financier), if and when applicable 

·     Ongoing operation assistance

Financing and financial collateral arrangements

In August 2005, Luxembourg’s Parliament adopted an extensive legislation on financial collateral arrangements. The aim was to ensure the rapid transposition of a 2002 EU directive on financial collateral arrangements, which was intended to harmonize the rules on collateral. The legislator decided to transpose the directive in the most extensive way possible by adopting a protective approach for the beneficiary or beneficiaries of the financial collateral. The law of 5 August 2005 offers extremely broad legal security in many cases, such as in the event of the insolvency of the financial collateral provider. 

It is also common that a main financing is governed by a foreign law (e.g. the lender’s law) whereas the collateral assets (financial instruments, bank accounts or claims) are located in Luxembourg and will be governed by the Luxembourg law (law of the borrower often created as an SPV) 

Our expertise includes:

·    drafting of legal documentation (loan agreements, pledges, guarantees and related documentation) 

·    liaising with financial institutions for effecting the collaterals 

·    ongoing supervision until the release of the collaterals, in collaboration with foreign counterparties as the case may be 

issuing legal opinions under Luxembourg law in order to achieve completion of the transaction