On 28 September 2016, the Luxembourg Stock Exchange as operator of the Luxembourg officially appointed mechanism (“OAM”) announced that from 1 January 2017 it will accept legal entity identifiers (“LEI”) as the exclusive identifiers for issuers. This announcement was made following the publication of the Commission Delegated Regulation (EU) 2016/1437 of 19 May 2016 supplementing Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, as amended (the “Transparency Directive”).The change announced will result in the obligation for all issuers with Luxembourg as their home Member State within the meaning of Article 2(1)(i) of the Transparency Directive to obtain an LEI by the end of this year.Luxembourg incorporated issuersTo obtain an LEI, issuers incorporated in Luxembourg must connect to the LuxCSD self-registration service for LEIs on the Global Markets Entity Identifier (“GMEI”) portal*. Registration can be made by a primary party (“PP”) (i.e. an employee of the firm for which registration is made, or an employee of the firm which has a controlling interest over the entity being registered) or an assisting party (i.e. other than a PP having an explicit permission from the PP).Information to be provided in order to register includes legal name, registered address, headquarters address, entity status and the entity's legal form. The registered address of the entity should be provided and listed according to the documentation of incorporation. It is common for registered addresses to be care of an agent of service and therefore should not be regarded as a mailing contact or a headquarters address for the entity.The LEI assignment process begins after payment is processed and validation against public sources has occurred. Once record validation is completed, the record will have an LEI assigned and will be transferred from the Staging Database to the GMEI utility Issued Database. It takes approximately three business days from the time the request for LEI assignment is received to the time that the record is listed in the GMEI utility Issued Database.Foreign (other than Luxembourg) incorporated issuersIssuers incorporated outside of Luxembourg but having elected Luxembourg as their home Member State within the meaning of Article 2(1)(i) of the Transparency Directive are advised to enquire in the jurisdiction of incorporation about the practicalities of obtaining an LEI.Any issuer that is in doubt as to whether it has elected Luxembourg as its home Member State is invited to follow this link: https://supervisedentities.apps.cssf.lu/index.html?language=en#Home
To empower youth to tackle tomorrow’s challenges, Arendt & Medernach is organizing the Arendt Young Leaders Days, a two days forum, allowing European young lawyers & leaders to exchange on upcoming opportunities.
This chapter of the Initial Public Offerings Guide provides a comprehensive overview of the law and regulations affecting IPO markets in Luxembourg. Topics include: the size, issuers and exchanges of IPO markets; rulemaking and enforcing bodies; investor information requirements; restrictions on publicity and marketing; sanctions for breach of rules; timetables, costs and fees; anti-takeover devices; considerations and requirements for foreign issuers; relevant tax issues and investor claims.
This chapter has been written by Laurent Schummer and François Warken in the frame of the Getting the Deal Through Initial Public Offerings' Guide publication. Please click on the link below to discover it...
Luxembourg’s innovative and pragmatic legislation is helping businesses from around the world create European acquisition hubs.
Our partner and head of corporate, tax and capital markets Laurent Schummer, describes the innovative legislation that supports innovative businesses in Luxembourg.
Being in a tax-neutral environment at the heart of the EU and with access to any European passports that may be required, Luxembourg is the place of choice to set up holding or JV platforms for acquiring businesses or assets on a pan-European basis in any industrial, commercial or financial sector.
Luxembourg and China have developed a long-lasting and significant business relationship. Established diplomatic protocols extend back over 40 years and we are observing increasingly close business ties between the two countries.China is expanding outwards, with eyes decidedly turned towards Europe. The attractiveness of the financial sector and legal environment of the Grand Duchy has encouraged Chinese companies and entrepreneurs to establish their European domiciles, headquarters and/or investment structures in Luxembourg where they benefit from a business friendly environment, familiarity with Chinese business as well as the EU passport. This has also contributed to Luxembourg becoming one of the largest RMB centres outside China. In this context, Arendt & Medernach decided to open an office in Hong Kong in 2009.In this fifth edition of the Arendter, we will hear from the people who represent Luxembourg and its benefits for China as well as the economic actors from both countries who are working to develop their businesses. We will also keep you updated with expert legal advice on new Chinese investment opportunities.We hope you will enjoy reading our new issue.
The Transparency Law*, which is the implementing act for disclosure and dissemination of regulated information by issuers whose securities are admitted to trading on a regulated market and whose home Member State within the meaning of the Transparency Directive** is Luxembourg, has been amended by the Luxembourg Parliament on 21 April 2016 (the “Transparency Amending Law”). The Transparency Amending Law implements, among others, Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013 (the “Transparency Amendment Directive”)***. The Transparency Amending Law is yet to be published in the Luxembourg official gazette before it will come into force.The Transparency Law is not only relevant for issuers of listed securities but, depending on their type of investment, certain provisions of the Transparency Law are also relevant for investors in such issuers.The main purpose of the Transparency Amendment Directive was to improve the prior regime that had been created by the Transparency Directive, in particular to make regulated markets more attractive to small and medium-sized issuers and to increase the transparency of the ownership as well as the prices of listed shares.The key changes, including most notably the abolition of the obligation to publish quarterly financial information, the extension of the deadline for the publication of half-yearly financial reports, as well as the widened scope of major holding notifications with respect to so-called specific financial instruments including new aggregation rules, are summarised in the document below.
Directive 2013/50 of the European Parliament and of the Council of 22 October 2013 amending Directive 2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and Commission Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC (“Transparency Amendment Directive”) was due to be implemented by 26 November 2015. The legislative process for purposes of the implementation of said directive and the related amendment of the current legislation, the law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (“Transparency Law”), is pending although it is not yet known when this process will be completed.
2014 was a busy year, not least in respect of legal and regulatory changes that may impact your business. We are pleased to provide you with an overview of the major legal and regulatory developments under Luxembourg and EU law. This short flashback will enable you to keep track of the main legal trends which marked 2014 and those which we reasonably anticipate will arise in the near future. To read the full document, please click below.
Founded in 1928, the Luxembourg Stock Exchange is the global leader in international bond listings and largest in Europe. The Luxembourg Stock Exchange was the first European stock exchange to issue a Eurobond in 1963, a sukuk in 2002 and a "Dim Sum Bond" in May 2011, due to its recognition as the listing place of choice in Europe. It is the largest global Eurobond listing platform and has the highest number of RMB bond listings.
To watch the video, please follow this link: http://www.luxembourgforfinance.com/ringing-bell-luxembourg-stock-exchange-0
BCL Regulation 2014/No.17 of 21 July 2014 concerning the collection of statistical data from financial companies amending BCL Regulation 2011/No.8 of 29 April 2011 concerning the collection of statistical data from companies which grant loans or issue debt securities or derivative financial instruments to affiliates Background In accordance with the statute of the European System of Central Banks (“ESCB”) and the European Central Bank (“ECB”), the ECB is required, with the assistance of national central banks, to collect statistical information necessary to undertake the tasks of the ESCB. Each central bank of the ESCB is therefore required to transmit to the ECB comprehensive and high quality statistical data on its country balance-of-payments and international investment position. In this context, and in order to implement the ECB’s guideline ECB/2004/15 of 16 July 2004 on the statistical reporting requirements of the ECB in the field of balance of payments and international investment position statistics and the international reserves template (“Guideline ECB 2004”), the Banque Centrale du Luxembourg (“BCL”) adopted on 29 April 2011 Regulation 2011/No.8 (“Regulation 2011/No.8”) setting out reporting obligations for companies which grant loans or issue debt securities or derivative financial instruments of which the proceeds are used to finance their affiliates directly or indirectly. Following the release by the ECB of its Guideline ECB/2011/23 of 9 December 2011 on the statistical requirements of the ECB in the fields of external statistics (“Guideline ECB 2011”) repealing Guideline ECB 2004, the scope of the obligation to collect statistical information has been broadened considerably, in particular as regards the businesses that have now become subject to reporting statistical obligations. BCL has implemented Guideline ECB 2011 by way of its Regulation 2014/No.17 (“Regulation 2014/No.17”). Read the full newsflash by clicking on the link below
Discover our latest Legal Update. The topics are: - Market abuse: new European rules - Theft of intangible assets: the unauthorised downloading of computer data and the photocopying of documents can be considered as theft under Article 461 of the Luxembourg Criminal Code - Status and rights during the criminal investigation of a person having the status of a civil party following its indictment in the same criminal investigation - Potential major reversal of case law in France relating to the sharing of liabilities between the offender and the victim for damage caused to assets by intentional criminal offences - Packaged Retail and Insurance-based Investment Products - MiFID II: main impact for the fund industry - The Private Placement Rules in Luxembourg post 22 July 2014 for non-EU AIFMs
Discover our latest Legal Update. The topics are: - Enforcement of the 2013 financial information prepared by issuers of securities subject to the Transparency Law - Criminal settlement soon for Luxembourg - Strenghtening of procedural safeguards in criminal proceedings - Reporting obligations under the AIFMD from a Luxembourg regulatory perspective - EU Long-term Investment Funds Read the full Legal update by clicking on the attached document
On 8 January 2014 the Commission de Surveillance du Secteur Financier (the “CSSF”) issued press release. This press release is relevant to all issuers whose home Member State within the meaning of the law of 11 January 2008 on transparency requirements for issuers of securities, as amended (the “Transparency Law”) is Luxembourg and who prepare their financial statements in accordance with International Financial Reporting Standards (IFRS). The CSSF has announced it will focus its review on several selected subjects, discover them in the newsflash below
MiFID II - As the number and scope of the rules to be introduced are significant, they will be presented over a cycle of three different seminars.>
Arendt & Medernach will be a sponsor of the EFAMA Investment Management Forum 2015 which will be held from 18 to 19 November 2015 in Brussels. >