newsletter - wildgen
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NEWSLETTER _January.2019
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ABOUT WILDGEN
Since 1923, WILDGEN has been at the heart of law practice in Luxembourg. It is today one of the best known and well-respected law firms in Luxembourg, possessing a strong track record and continuing to offer sound technical expertise.
Client is at the core of our business
For decades now, we have served our clients as a full-service business law firm
and we continue to assist them in achieving success with their goals. Our
lawyers have years of experience in the industry sectors of our clients and
facilitate the most complex financial procedures and transactions for them.
Awarded on many occasions, our teams offer first-class service and a customer-
focused approach to a wide range of professionals.
As a fully independent firm, we have an international network of experts that allows us to provide the very best advice in each circumstance and to avoid any conflicts of interest. The diversity of our clients pushes us to excel, because being responsible for their success is our main concern.
Excellence, client care and common sense drive our approach
We provide our clients with integrated services in
• Banking and Finance
• Dispute Resolution & Litigation
• Corporate Law
• Employment & Pensions
• Insurance & Reinsurance
• Investment Funds
• Intellectual Property
• Technology, Media & Telecommunication
• Tax
At the demand of the market and of our clients, we have also developed niche
areas of expertise and dedicated offerings. In addition, we have set up several
foreign desks.
Our added values _that make us unique and different
A client-oriented approach
that make it possible for us
to respond efficiently in a
personalised way.
An international network of
experts allowing us to
provide the very best advice
in each circumstance.
Over 80 people from around
the world speaking fluently
with our clients in more than
15 languages.
A commitment to excellence
in everything we do to
develop trusted relationships
with all stakeholders.
Check our website
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JANUARY 2019
NEWSLETTER
www.wildgen.lu
_WILDGEN INSIGHTS
THE LAW ON THE REGISTER OF BENEFICIAL OWNERS HAS BEEN PUBLISHED
KEY CHANGES INTRODUCED BY
THE SECURITISATION REGULATION
UPDATE ON THE IMPLEMENTATION OF DIRECTIVE ON TRADE SECRETS
_WILDGEN INSIDE
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Stay ahead of the latest
Luxembourg developments and trends
_We identify and anticipate changes in legislation
for your benefit
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The Law on the Register of Beneficial Owners Has Been
Published Isabelle Charlier (Partner), Alexis Kunitani (Junior Associate) – January 2019
_The law dated 13 January 2019 on the register of beneficial owners has been
published on 15 January 2019 in the Luxembourg Official Journal and shall
enter into force on 1 March 2019 (the “New Law”).
Luxembourg is increasingly committing itself to the goal of transparency initiated by
the European Union (“EU”) through the implementation into national law of the
requirements under Article 30 of Directive (EU) 2015/849 referring to the beneficial
owners’ information, modified by Directive (EU) 2018/843.
The register of beneficial owners will be named the Registre des Bénéficiaires
Effectifs (“RBE”) and will centralise the information of all beneficial owners of entities
registered with the Luxembourg trade and companies register (Registre de
Commerce et des Sociétés), with the exception of individual retailers. The term
“beneficial owner” will be defined by reference to the Law of 12 November 2004, as
amended, regarding the fight against money laundering and the prevention of the
use of the financial sector for money-laundering purposes (“Beneficial Owner(s)”).
Luxembourg Business Registers, an economic interest group that is also in charge
of the Luxembourg Trade and Companies Register, will manage the RBE. The RBE
will contain the following information on Beneficial Owners: name, surname,
nationality, date and place of birth, country of residence, private or professional
address, national or foreign registry’s identification number and nature and extent of
the effective interests. Listed companies are subject to lighter requirements and will
only have to provide the name of the regulated market through which their shares
are listed.
The request for the publication of information and its modifications should come from
the registered entity or through its agent. Such requests shall be completed through
electronic means on the RBE’s website within one month of the moment that the
entity acknowledged or should have acknowledged the event requiring a registration
or a modification. The request for registration shall be supported by annexed
documents. Such supporting documents will be listed in an upcoming additional
regulation.
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Fines ranging from EUR 1,250 to EUR 1,250,000 might apply to entities and/or
Beneficial Owners in the case of failure to declare.
National authorities will have access to all information within the scope of their
missions, with no exception. All person will have access to all information, with the
exception of private or professional addresses and identification numbers. An
excerpt in electronic form or on paper will be available in exchange for a small fee.
A registered entity or a Beneficial Owner will be able to, in very exceptional
circumstances, limit access to certain information.
Registered entities will have six months to comply with the New Law starting from 1
March 2019. Public access to the RBE should be available at the end of this period.
A summary table can de downloaded from our website
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Key Changes Introduced by the Securitisation Regulation Mark Shaw (Partner) - January 2019
_Regulation (EU) 2017/2402 of the European Parliament and of the Council of
12 December 2017 laying down a general framework for securitisation and
creating a specific framework for simple, transparent and standardised
securitisation, and amending Directives 2009/65/EC, 2009/138/EC and
2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012
(Securitisation Regulation) became directly applicable across the European
Union (EU) on 1 January 2019. It consolidates the previous patchwork of
legislation governing European securitisations, applies more widely and
introduces new rules for issuing what are known as simple, transparent and
standardised (STS) transactions.
This note aims to summarise some of the key points in relation to the Securitisation
Regulation.
Broader Scope of Application - Institutional Investors
The Securitisation Regulation replaces the previous sector-specific approach to
securitisation regulation with a new set of rules that apply to all European
securitisations, regardless of who invests and whether the transaction is private or
public.
Previously, what determined the applicable set of securitisation rules that applied
depended on the type of investor, with some investors being exempt from the
application of any rules whatsoever. For example, the securitisation provisions for
alternative investment fund managers (AIFMs) in article 17 of Directive 2011/61/EU
of the European Parliament and of the Council of 8 June 2011 on Alternative
Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC
and Regulations (EC) No 1060/2009 and (EU) No 1095/201 (AIFMD) applied to EU
AIFMs managing or marketing EU or non-EU alternative investment funds (AIFs) but
did not apply to non-EU AIFMs managing or marketing EU or non-EU AIFs. Similarly,
there were no rules applicable to undertakings for collective investment in
transferable securities (UCITS) or their management companies (UCITS
management companies).
The application of the Securitisation Regulation to UCITS is one of its more notable
features, and UCITS management companies and self-managed UCITS will now be
subject to all of the requirements applicable to Institutional Investors as defined in
Article 2(12) of the Securitisation Regulation, as will non-EU managers of AIFs
managed or marketed in the EU.
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It should be noted that the definition of Institutional Investor does not include EU
AIFs that have not appointed an AIFM, nor does it apply to any natural persons
insofar as they may be permitted to invest in securitisations.
What is a Securitisation?
For the purposes of the Securitisation Regulation, a “securitisation” is a transaction
or scheme, where the credit risk associated with an exposure (or a pool of exposures)
is tranched, and where:
payments in the transaction or scheme are dependent upon the
performance of the exposure or of the pool of exposures; and
the subordination of tranches determines the distribution of losses during
the ongoing life of the transaction or scheme.
It is worth noting that the definition expressly excludes specialised lending
transactions, being transactions structured specifically to finance or operate physical
assets, as defined in the Regulation (EU) No 575/2013 of the European Parliament
and of the Council of 26 June 2013 on prudential requirements for credit institutions
and investment firms and amending Regulation (EU) No 648/2012 (Capital
Requirements Regulation).
New Risk Retention Rules
Under the Capital Requirements Regulation (and Article 17 of AIFMD as it applied
to EU AIFMs), the onus was on investors to ensure that risk retention requirements
were satisfied; the requirement being that investors had to ensure that the originator,
sponsor or original lender of a securitisation retained a five percent net economic
interest, meaning it was compliant and therefore an eligible investment. This would
typically be managed through contractual provisions in the transaction
documentation.
The Securitisation Regulation replaces the existing risk retention requirements laid
down in the various pieces of sectoral legislation and provides that Institutional
Investors can only hold a securitisation where the originator, sponsor or original
lender retains five percent. However, it also goes further to also bring in additional
rules for originators, sponsors and original lenders that ensures that they are also
under a positive obligation to retain a five percent net economic interest in
securitisation transactions.
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Due Diligence Rules
Institutional Investors must undertake a due diligence processes before becoming
exposed to a securitisation and on an ongoing basis for as long as they remain
exposed to a securitisation. The new regime requires an Institutional Investor to
undertake certain steps, which can be summarised as follows:
verify that that the structure is compliant with the five percent risk retention
requirement;
ensure that the assets were originated on the basis of certain credit-granting
standards and that the securitising entity complies with its disclosure
obligations;
carry out a due diligence assessment and assess the risks involved in
relation to the exposures underlying the securitisation and the structural
features of the securitisation;
on an ongoing basis during the life of the securitisation, establish written
procedures proportionate to the risk profile of the securitisation position and
Institutional Investor’s trading position to monitor the performance of the
securitisation and its underlying exposures and compliance by the originator,
sponsor or original lender;
perform stress tests, ensure there is an adequate level of internal reporting
of material risks and be able to demonstrate that it has a comprehensive
and thorough understanding of the securitisation investments, underlying
exposures and management.
It should be noted that these due diligence requirements are mirrored by new
transparency requirements on originators, sponsors and original lender to facilitate
compliance.
Applicability and Grandfathering
The Securitisation Regulation applies to securitisations issuing securities or creating
new securitisation positions from 1 January 2019.
Pre-existing securitisations that already existed on that date will continue to be
subject to the existing rules applicable to them (unless they create new securitisation
positions). AIFMs and other previously in-scope investors will therefore be subject
to a dual regime for the time being.
UCITS management companies and internally-managed UCITS are able to
purchase non-compliant securitisations that were issued BEFORE 1 January 2019
but cannot purchase non-compliant securitisations issued after 1 January 2019.
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Should a formerly compliant securitisation cease to be compliant, then they will be
obliged to consider “corrective action”.
Corrective Action
Where Institutional Investors are exposed to a securitisation that no longer meets
the requirements of the Securitisation Regulation they must, in the best interest of
the investors, act and take corrective action, if appropriate.
It is not an OBLIGATION to immediately sell a position, although divesting may be
the cleanest solution. Managers have flexibility to consider other solutions that
consider investor protection, which may include working with the sponsor, original
lender or originator to request remediation on all non-compliant securitisations,
allowing them to become compliant, hedging or seeking compliance by documenting
why holding a non-compliant position is the best option available to investors. Or, of
course, corrective action may include a disposal.
What is an STS? What’s the benefit?
Finally, the Securitisation Regulation introduces the concept of STS transactions.
This is a designation that can be applied to securitisations that meet certain
requirements. The name is somewhat misleading, as they not particularly simple or
indeed standardised.
They are subject to the same risk retention requirements, due diligence and
transparency rules described above, but the advantage of meeting the requirements
of being an STS securitisation is that it will have lower capital requirements than
other securitisations. This will benefit certain classes of Institutional Investors (e.g.
pension funds) more than others. It is worth noting that the applicability and scope
of benefit of investing in STS securitisations is still in its infancy.
Achieving an STS designation is complex and includes an analysis of the underlying
asset type and maturity; there are exclusions, such as commercial mortgage-backed
securities (CMBS), securitisations of non-performing loans (NPL) and synthetic
products. Originators, sponsors and issuers will be jointly responsible for assigning
the STS designation, and assessing the risk of portfolio assets using either their own
internal risk ratings, or standardised ratings approved at a National Competent
Authority (NCA) level.
Historical (pre-January 2019) securitisations will be able to go back and assessed
as STS. There are penalties for incorrect designation as an STS, which will vary
based on the applicable NCA.
The article is available on our website
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Update on the Implementation of Directive on Trade
Secrets Emmanuelle Ragot (Partner), Catherine Cathiard (Director) – January 2019
_Business secrets have long been poorly protected and difficult to defend
compared to intellectual property rights (including patents, copyrights and
trademarks). For companies within the EU, strategic information not covered
by intellectual property rights remained until then inadequately protected.
Directive (EU) 2016/943 of the European Parliament and of the Council of 8
June 2016 on the protection of undisclosed know-how and business
information (trade secrets) against their unlawful acquisition, use and
disclosure (Directive (EU) 2016/943) intends to establish a sufficient and
harmonised level of protection of trade secrets in the European Union (EU). In
particular, it imposes on the member states to provide for sufficient and
consistent civil remedies in the internal market in the event of unlawful
acquisition, or use or disclosure of a trade secret.
However, Directive (EU) 2016/943 is a minimum harmonisation directive so that
Member States have the possibility - if they wish - to put in place wider trade secret
protection, provided that the safeguard measures expressly provided for in Directive
(EU) 2016/943, to protect the interests of third parties, are respected.
As the Directive expressly points out, however, this new system needs to reconcile
contradictory imperatives: the protection of information, on the one hand, and the
safeguarding of fundamental freedoms and the values of transparency (the right to
be informed and to be alerted), on the other hand.
According to Article 19 of Directive (EU) 2016/943, Member States have to comply
with this Directive by 9 June 2018.
Implementation in Belgium
In Belgium, on 24 August 2018 the law of 30 July 2018 on the protection of trade
secrets entered into force. This law implements Directive (EU) 2016/943 and offers
many opportunities for companies to protect their know-how and undisclosed
commercial information (trade secrets) against unlawful acquisition, use and
disclosure.
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Implementation in France
In France, law n°2018-670 dated 30 July 2018 which implements Directive (EU)
2016/943 was published in the Official Journal on 31 July 2018.
A decree was published on 13 December 2018 (Decree 2018-1126 of 11 December
2018). Almost all its provisions came into force on 14 December 2018. Much-
anticipated by practitioners, its main contributions consist of:
Specifying the content of provisional and protective measures which may be
pronounced on application or in urgent proceedings in the event of breach
of a trade secret.
Defining the rules of procedure applicable to the measures of protection of
the trade secret before the civil and commercial courts.
The two most interesting points within the new provisions of the decree are:
the introduction of the escrow (séquestre) mechanism under which the
judge may order to put documents in escrow when obtained following
investigations or seizures, in order to ensure the protection of trade secrets,
and
the introduction of a guarantee mechanism under which the judge may order
the provision of financial guarantees to the defendant, as a condition for
allowing it to continue the alleged infringement and to ensure the potential
subsequent compensation of the secret holder. The judge may also order
the provision of financial guarantees to a claimant who was granted
provisional or protective measures, if the alleged infringement of the secret
is subsequently found to be baseless, in order to compensate the defendant
or any third party affected by such measures.
A Draft Bill Still Under Discussion in Luxembourg
In Luxembourg, until now, the concept of business secrecy has been defined by
case law. Four levels of protection could be considered in case of breach of a trade
secret:
Criminal law (Article 309 of the Penal Code),
The legislation on civil liability (Article 1382 of the Civil Code),
Contractual law, and
The legislation on unfair competition.
A draft bill implementing Directive (EU) 2016/943 was filed with the Chamber of
Deputies on 13 August 2018. As far as the method of implementation is concerned,
it has been decided to apply the terms of the Directive as literally as possible in
accordance with the principle of common application in Luxembourg - ‘The Whole
Directive, Nothing But The Directive.’ In addition, the authors of this draft law were
able to examine, in an unofficial way, the draft Belgian law. It is specified that the
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French law proposal differs in some places from the terms of the Directive and it was
therefore decided not to employ it.
In the last quarter of 2018, the Luxembourg Chamber of Commerce (CC), the
Chamber of Employees (CSL) and the Chamber of Public Servants and Public
Employees (CPSPE) published their comments on the draft bill. The Luxembourg
draft bill is still under discussion today. Some of the main points are the following:
ON THE DEFINITION OF BUSINESS SECRETS
The definition of trade secrecy (Article 2 of the draft bill) is very similar to the one
developed by the Luxembourg courts. It aims to:
Cover know-how, commercial information and technological information
where there is both a legitimate interest in keeping them confidential and a
legitimate expectation of protecting that confidentiality,
Recognise that such know-how or information should have commercial,
actual or potential value. Such know-how or information should be
considered to have commercial value, for example, when its unlawful
acquisition, use or disclosure may adversely affect the legal and scientific
potential of the legal possessor, its economic or financial interests, its
strategic positions or its competitive ability.
The draft bill excludes from the definition of business secrets: current information,
experience and skills obtained by workers in the normal performance of their duties,
and information that is generally known to persons belonging to environments that
normally deal with the type of information in question, or that is easily accessible to
them.
ON PROVISIONAL AND CONSERVATORY MEASURES AVAILABLE TO THE
HOLDER OF A TRADE SECRET
The CC notes that the text of the draft bill (Article 7 (2)) departs from the wording of
Directive (EU) 2016/943 (Article 11 (1)) and wonders about the reasons for this
difference in terminology with the possible consideration that the authors of this draft
law have expressly wished to derogate from the rules of common law on the
administration of the proof by giving the judge of such applications a power of
initiative in the investigation of the application. Such a situation appears, according
to the CC, to go beyond the requirements of Directive (EU) 2016/943 and to be
contrary to the duty of impartiality incumbent on a judge.
The CC approves, however, the content of Article 7 (4) of the draft bill, which
provides that the order may be made independently of any public action. ‘This
provision does not appear in directive (EU) 2016/943 and aims to allow,
notwithstanding the principle that the "criminal holds the civilian as is", to apply for a
measure of temporary cessation pending the outcome of a possible criminal
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procedure in progress.’ The CC is of the opinion that the fact that the judge has fixed
a lump sum amount as compensation before the damage is incurred is contrary to
the principle of full compensation for the loss suffered, which is well established in
Luxembourg law, and in particular in Article 1382 of the Civil Code. Such a provision
also appears to be in contradiction with the principle of full compensation set out in
Directive (EU) 2016/943.
Article 8 of Directive (EU) 2016/943 requires member states to lay down rules on the
limitation periods applicable to applications on the merits, and on actions for the
purpose of applying the measures, procedures and remedies provided for by the
Directive. This limitation period may not exceed six years. The CC also notes that
the authors of this bill opted for the introduction of a two-year limitation period to
bring one of the actions provided for by the draft bill, unlike Belgium, which opted for
a five-year limitation period. In the interests of harmonisation, in line with the spirit of
Directive (EU) 2016/943, the CC therefore wonders whether it would not have been
useful to align the limitation periods laid down in the neighbouring Member States.
The authors of this draft bill have also adopted the option offered by Article 12 (3) of
Directive (EU) 2016/943, to allow judicial authorities to withdraw infringing goods
from the market, and to order, at the request of the trade secret holder, that the
goods be delivered up to the holder or to charitable organisations.
ON EMPLOYEES’ PROTECTION
Article 14 of Directive (EU) 2016/943 deals with the compensation of the lawful
holder of business secrets, once the unlawful acquisition, use or disclosure of
secrets is definitely reported and proven. It allows Member States to limit the liability
of employees towards their employer for damage caused by the unlawful acquisition,
use or disclosure of a trade secret of the employer when the said employees did not
act intentionally.
The CSL regrets that the authors of the Luxembourg draft bill have not made use of
this option and asks, with a view to protecting employees, that it is remedied.
The CPSPE considers that the option provided for by Article 14 of
Directive constitutes an essential provision for the protection of workers who have
not acted intentionally and, consequently, that the implementation of the Directive
into Luxembourg law is not complete on this point.
ON CONFIDENTIALITY DURING JUDICIAL PROCEEDINGS
Article 88 of the Luxembourg Constitution of 17 October 1868 states that ‘court
hearings are public, unless such publicity is dangerous to the order or morals.’ Article
15 of the draft bill provides for various measures to ensure the confidentiality of
business secrets during judicial proceedings.According to the CPSPE, assessing
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that the protection of trade secrets would fall under the public order or good morals
nevertheless seems somewhat hazardous.
The same is true of the provision to make available to certain persons only ‘non-
confidential’ versions of judicial decisions rendered in this respect. This measure
runs the risk of contravening Article 89 of the Constitution, which sets out the
obligations to state reasons and to deliver a judgment in open court, obligations
which are of public order.
It has also been specified by the Luxembourg Ministry of Economy that Article 5 of
Directive (EU) 2016/943 dealing with exceptions, is implemented literally, both in the
Belgian bill and in the current Luxembourg draft bill, so that the protection of whistle-
blowers, as it currently exists in Luxembourg law, is not affected.
The draft bill makes it clear that the measures it provides cannot be applied to
whistle-blowers. It should also be noted that the scope of the proposal for a
Directive on the protection of persons denouncing infringements of European Union
law of 23 April 2018 is not related to the scope of the present draft bill.
We can expect that the bill implementing Directive (EU) 2016/943 will be passed in
2019. However, a litigation procedure for breach of trade secrets will always occur
in a crisis context. Even though the new bill will significantly improve the situation of
secret holders, it will in practice be impossible to eliminate all the effects of an
unlawful disclosure. In most cases, the damage has already been done. The
possible case of a disclosure abroad necessitating the multiplication of legal
proceedings is also not to be ignored.
Therefore, the protection of confidential information must start with the
implementation of internal measures, which will be very useful in demonstrating to
the judge the secrecy of the data that is intended to be protected. Internationally, it
is also recommended to learn about the culture of confidentiality that exists in the
country concerned, as well as the legal arsenal available. The best protection is
anticipation: companies must tackle the issue of the protection of their trade secrets
head on and adopt measures upstream to limit disclosure.
The article is available on our website
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WHAT’S NEW?
Interview Silicon Luxembourg
Cybersecurity’s Human Side January 2019
_On the occasion of the International Cybersecurity Forum (22-23 January
in Lille, France), Silicon Luxembourg released a special edition of its
magazine: "Cybersecurity’s Human Side".
Emmanuelle Ragot, IP/TMT Partner, cybersecurity and data protection expert,
has answered questions from Charles-Louis Machuron (Silicon Luxembourg
founder) on the importance of IP rights protection and data breach risk mitigation.
Read her tips on Silicon Luxembourg's website about:
Protection from cyber threats and industrial espionage risks,
Tools and best practices to protect IP data stored on IT systems,
Legal remedies for IP rights infringement.
Wildgen Assisted Excellium in the Creation of a Leading
European Cybersecurity Group January 2019
_Wildgen is very proud to have advised its client Excellium (a leading cybersecurity company in the Luxembourgish and Belgian markets), in the creation of a leading european cybersecurity group. This new group results from joining Excellium and S21sec (a leading and pioneer Iberian cybersecurity company), through a new Sonae IM investment in Benelux.
Sonae Investment Management (Sonae IM), the
technology investment arm of Sonae, announced it has
acquired a majority stake on Excellium, a market-leading
managed services security provider from Luxembourg, with
presence in Belgium and more than 100 experts.
Read the entire press release on our website.
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Wildgen 4 Children 2018 - des jouets par milliers ! December 2018
_L’édition 2018 de l’initiative Wildgen 4 Children, une collecte de jouets au profit d’associations luxembourgeoises oeuvrant pour le bien-être et le développement d’enfants défavorisés, est officiellement terminée ! Pour sa 5ème édition, l’action a rencontré un succès qui dépasse de loin les précédentes éditions.
Du 20 novembre (Journée Internationale des Droits de l’Enfant) au 08 décembre, ce ne sont pas moins de 19 sociétés luxembourgeoises qui ont fait preuve de générosité et de solidarité en organisant une collecte Wildgen 4 Children dans leurs locaux.
Grâce au soutien de leurs employés et des habitants du Grand-duché, des tonnes de jouets, jeux, livres, équipements sportifs, vélos.... ont fait déborder le hangar de notre partenaire Michel Greco et nous ont permis de battre le record de l’édition 2017 avec 45m3 collectés. Après un tri minutieux effectué par les bénévoles en fonction des besoins des nombreuses associations bénéficiaires, les camions de jouets ont pu être livrés avant la période des fêtes pour le plus grand bonheur des enfants.
Un réel besoin des associations luxembourgeoises...
Samia Rabia, associée à l’initiative du projet, confirme qu'il émane des associations luxembourgeoises un vrai besoin à l'égard de ce type d'initiative. Même si le Luxembourg renvoie l'image d'un pays aisé, de réelles disparités existent. De nombreux enfants vivent des situations complexes que ce soit du fait d'un handicap, d'une maladie ou d'un milieu social défavorisé. L'aide concrète qu'apporte ce projet aux associations et la joie qu'il procure aux enfants est inestimable.
... et des sociétés fortement mobilisées !
Le moins que l'on puisse dire est que, 5 ans après son lancement, la collecte Wildgen 4 Children est bien ancrée dans le paysage luxembourgeois. Le nombre de sociétés impliquées a plus que triplé, passant de 6 en 2014 à 19 en 2018... et l'équipe Wildgen 4 Children ne compte pas en rester là. Elle espère pouvoir compter sur le soutien et la collaboration de toujours plus d’entreprises luxembourgeoises afin de faire le bonheur de toujours plus d’enfants !
Rendez-vous en 2019 !
L’équipe Wildgen 4 Children remercie chacun des donateurs, sociétés partenaires, associations et volontaires qui se sont impliqués dans ce merveilleux projet. N’oubliez pas que, outre cette période de collecte, les associations ont besoin de votre générosité toute l’année ! [...]
L’article peut être consulté en entier sur notre site internet.
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Mind & Market 2018: Congrats to the winners! December 2018
_Emmanuelle Ragot, Data, IP/TMT Partner and Head of Wildgen 4 innovation, was proud to be a jury member of the Mind and Market Forum in Luxembourg. She was also honored to reward two start-ups with a prize. Congratulations to all start-ups companies that pitched at the Mind and Market Forum Luxembourg on 13 December 2018 and especially to Food4All (accredited with the jury award by Wildgen and the audience prize) and Label R. (accredited with the jury award by Wildgen and LBAN). Also congrats to ZREALITY GmbH that won the first Mind & Market prize.
About Food4All
F4A, standing for Food4All, is a Software company helping supermarkets reduce their food waste by match-making a demand to a need. It promotes best-before date products via its Apps and inspire its customers with daily recipes made from the promotions. Food4All is a win-win situation for all stakeholders on a national and worldwide level. It engages its customers in its mission by transforming their way of doing their groceries into a positive action for the future of our planet.
About Label R.
Label R. creates the world first ESG and ethical certification for companies & alternative investment funds. The objective: enhance their reputation capital and hereby facilitate business & investments opportunities.
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Wildgen 4 Women Yearly Roundtable December 2018 _On 7 December, we organised the 2nd edition of our yearly women-only lunch. More than 50 women enjoyed this delightful event and interesting roundtable discussions in a friendly atmosphere with our female partners. Snapshot of the different discussions held during this lunchtime:
Latest Developments in the Fund Industry (in English) with Samia Rabia
Data Protection Essentials (in English) with Emmanuelle Ragot
Corporate Law Hot Topics (in French) with Isabelle Charlier
First Steps of the Application in Luxembourg of the Insurance Distribution Directive (in French) with Karine Vilret
We thank all our guests and partners for their presence in this event and their support and involvement in Wildgen 4 Women throughout the year. We hope to see you at our 2019 events, all sharing the same enthusiasm and commitment.
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Copyright © 2019 | Wildgen S.A.
JOIN US!
_Find your spot within our team! Have a look at our open positions:
A Junior Lawyer in IP/TMT (M/F)
Un(e) Avocat à la Cour dans le domaine du Contentieux (M/F)
Un(e) Secrétaire bilingue expérimenté(e) (M/F)
An Experienced Banking Regulatory Lawyer (M/F)
A Senior Finance Officer (M/F)
Deutschsprachige Rechtsanwälte/Rechtsanwältinnen (M/F)
WILDGEN recruits people of various professional levels and believes that each person strengthens our
team. We have lawyers qualified in many jurisdictions who can call on a wide-range of linguistic skills and
competences and are sensitive to the business culture in different jurisdictions.
We believe that the respect we engender from our staff and the sensitivity we have to their needs
makes Wildgen a wellrounded law firm resulting in the provision of a first-class service for our
clients and this contributing to our growth and goodwill.
More info about our open positions on our website
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Copyright © 2019 | Wildgen S.A.
BROCHURES
Wildgen 4 innovation Magazine is Out Now! December 2018
_This year Wildgen 4 innovation celebrates its 3rd anniversary! We
have always heard it’s a difficult stage to get through, but thanks to
your continuous trust our team is ever more widely recognised in
the start-up ecosystem. Since W4i lauching, we have supported and
guided many of the most prominent start-ups through the complex
areas of business law.
The 3rd edition of W4i magazine is all about stories. It promotes the
journeys of emerging and successful businesses we are proud to assist
and relates about individuals in the start-up community who share their
knowledge and experiences. It also introduces some of the organisations
that shape the Luxembourg Start-up Nation and with which we are proud
to cooperate!
This magazine is available on our website
Droit des sociétés luxembourgeois : tableau comparatif
(nouvelle numérotation) July 2018
_ Le 19 août 2016, a été publiée la Loi du 10 août 2016 portant
modernisation de la loi modifiée du 10 août 1915 concernant les
sociétés commerciales et modification du Code civil et de la loi
modifiée du 19 décembre 2002 concernant le registre de commerce
et des sociétés ainsi que la comptabilité et les comptes annuels des
entreprises.
Wildgen propose désormais la version consolidée du tableau comparatif
des anciennes et nouvelles dispositions du Code civil, de la loi
concernant les sociétés commerciales et de la loi RCS. Ce tableau
reprend l'intégralité de la loi modifiée du 10 août 1915 concernant les
sociétés commerciales. Cette publication est disponible au prix de EUR
25 et à titre gracieux pour nos clients. Modalités de paiement et de
commande à [email protected]
Plus d’informations sur notre site internet
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Copyright © 2019 | Wildgen S.A.
EVENTS
Silicon Luxembourg CEO’s Party #03 30 January 2019
_Within the framework of the Wildgen 4 innovation
initiative, Emmanuelle Ragot attends the 3rd
edition of the Silicon Luxembourg CEO’s Party on
30 January 2019. This event welcomes startuppers
and entrepreneurs.
It is an unique opportunity to meet, network and share
about your experience in Luxembourg! Emmanuelle
Ragot, Partner / Head of Wildgen 4 innovation and her
team are looking forward to meeting you.
Event by invitation only.
More information can be found on our website
30 January 2018 – from 6pm
MUDAM
3 Park Drai Eechelen
L-1499 Luxembourg
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Copyright © 2019 | Wildgen S.A.
Women's Lunch Meetup
Femmes au sein des conseils d'administration
31 janvier 2019
_Dans le cadre de l'initiative Wildgen 4 women,
participez à notre second Women's Lunch Meetup
dirigé par Isabelle Charlier (Associée) et Fleur
Marchal (Senior Associate) et qui abordera le
thème des femmes au sein des conseils
d'administration
Isabelle Charlier et Fleur Marchal, expertes en droit
des sociétés vous proposent d'aborder ce thème au
travers d'aspects pratiques de la gouvernance
d'entreprises et de dresser un inventaire pratique des
aspects juridiques :
Cette session est réservée à un public exclusivement féminin.
Plus d'informations sur notre site internet
Cet évènement se déroulera en Français.
31 janvier 2019 – 12-14h
Wildgen
69, Boulevard de la Pétrusse
L-2320 Luxembourg
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Copyright © 2019 | Wildgen S.A.
7th IBA European Corporate and Private M&A Conference
07 – 08 February 2019
_François Brouxel, Managing Partner and Head of
Wildgen Corporate Practice Group attends the 7th IBA
European Corporate and Private M&A Conference to be
held in Paris on 07 and 08 February.
This edition will bring together practitioners from around the
world to discuss the latest developments in corporate law,
such as:
Current legal developments in European private M&A,
The edge of tomorrow - allocating risk between signing and closing in European M&A deals,
Earn-outs – piece of cake or recipe for disaster?
Data protection in the data room – what, when, to whom?
From foe to friend - selling to a (direct) competitor – best practice and considerations,
Belt and suspenders - how to run a dual track transaction in Europe,
America first in M&A? – a comparison of the US, Japanese and European approach to certain deal
terms,
General counsel forum – international M&A viewed from the general counsel office.
Seize the opportunity to meet François during his stay in Paris!
More information can be found on our website
07 – 08 February 2019
The Westin Paris Vendome Hotel
Paris, France
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Copyright © 2019 | Wildgen S.A.
Conférence IIA (Institute of Internal Auditors Luxembourg)
Le registre des bénéficiaires effectifs : Notions juridiques
et modalités pratiques
11 février 2019
_Isabelle Charlier, Associée en droit des sociétés,
invitée par l’IIA, donnera une conférence
concernant le registre des bénéficiaires effectifs le
11 février de 12h à 14h.
Le Luxembourg a adopté le 13 janvier 2019 la loi
instituant un Registre des bénéficiaires effectifs, qui a
été publiée le 15 janvier 2019 au Journal Officiel. Le
registre des bénéficiaires effectifs, désigné «RBE»,
aura pour finalité de centraliser et de conserver les données concernant les bénéficiaires effectifs de toutes
les entités immatriculées au Registre de Commerce et des Sociétés, à l’exception des commerçants
personnes physiques.
Comment se conformer à cette nouvelle loi ?
Programme de la conférence :
Cadre légal
Modalités d’identification o champ d’application o bénéficiaires effectifs
Modalités de déclaration o informations à déclarer o acteurs concernés o formalités
Accès au Registre
Sanctions
Délais
Cas pratiques
Questions-réponses
Cet évènement se déroulera en Français.
11 février 2018 – 12h-14h
Novotel Kirchberg
Luxembourg-Kirchberg
Luxembourg Office
69, boulevard de la Pétrusse
L-2320 Luxembourg
Tel: +352 40 49 60 1
Fax: +352 40 44 09
www.wildgen.lu
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----------------------------------- If you have a friend or colleague that you think might find this newsletter informative, why not taking it away for him/her? ----------------------------------- To subscribe to this newsletter or to contact us, please send an email to [email protected] ----------------------------------- The present newsletter contains general information only. It is not intended to be, and should not be relied upon as, a comprehensive statement of the law. Therefore, WILDGEN cannot accept any liability for any errors, omissions or opinions contained herein and for the implementation of the principles set out without its active involvement.
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