The forthcoming visit to Luxembourg of the Financial Action Task Force, the global money laundering and terrorist financing watchdog, is certainly not unrelated to the recent adoption of the law creating a new procedure of out-of-court dissolution without liquidation for certain commercial companies. That law is the first part of the more ambitious reform aiming at preserving businesses and modernizing bankruptcy law, currently pending before the Luxembourg Parliament. Its objective is to remove, in a quick and cost-efficient way, dormant and empty shell companies without economic reality and in breach of applicable laws to prevent them from being used for criminal purposes.

Considering the cross-border component inherent to most Luxembourg transactions, dealmakers must carefully assess the risks of a merger control review even if the national merger thresholds are not met. To shed more certainty on the applicable procedure and timeline, the local M&A market may opt to insert detailed contractual remedies in the M&A documentation.

The law establishing a Register of Beneficial Owners for Luxembourg-registered entities came into force as of 1 March 2019. The beneficial ownership register is based on Article 30 of Directive (EU) 2015/849 of the European Parliament (as amended), and has been established implementing the Directive’s aims to prevent money laundering…