Business law
Business law lawyer in Luxembourg
The firm assists companies and directors with every legal dimension of their activity: contracts, structuring, commercial relationships, governance and the resolution of business disputes.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
Business law covers all the rules governing the economic life of a company. In Luxembourg, it combines commercial law, corporate law and contract law, in a highly international environment.
Cerno helps companies secure their transactions upstream, negotiate from a position of strength and defend their interests when a dispute arises.
What companies need
Growth, new partners, fundraising, expansion: each stage creates legal risks that must be anticipated.
Many companies sign standard contracts without adapting them to their reality, which they pay for when a conflict arises.
The legal risk
Unbalanced clauses, poorly framed liability, no protection of intellectual property or data: so many gaps an opposing party can exploit.
A poorly prepared business dispute can freeze cash flow and operations for months.
How the firm acts
Audit of contracts and legal documentation, bespoke drafting, negotiation and, where necessary, litigation.
The firm thinks in terms of business risk, not purely of black-letter law.
Practice areas
When to call on the firm
- Negotiating and drafting a partnership or a framework agreement.
- Legal structuring of a new activity or a subsidiary.
- Securing general terms and conditions and supplier relationships.
- Managing a commercial dispute or the termination of a business relationship.
Method
Our engagement process
- 1
Information intake
You describe your need via a structured form or an initial call. Our digital tools serve only to organise this information and save time.
- 2
Lawyer qualification
Maître Maglo reviews your situation, identifies the legal issues and confirms the feasibility and exact scope of the engagement.
- 3
Transparent quote
You receive a clear fee proposal, a fixed fee or a range, before any engagement. Nothing is billed without your approval.
- 4
Legal work
The firm drafts, negotiates or litigates as required. Every deliverable is designed and approved by a lawyer admitted to the Luxembourg Bar.
- 5
Tracking and delivery
You follow your matter transparently and receive your finalised documents with the explanations you need.
Documents required
- • The relevant contracts and commercial documents
- • A description of the transaction or the dispute
- • Correspondence with the other parties
Deliverables
- • A legal risk analysis
- • Secured contracts and documents
- • A negotiation or litigation strategy
Indicative timing
A contract review is generally delivered within 3 to 5 business days; negotiation or litigation matters follow their own timetable.
Fixed prices and ranges stated upfront
Depending on the complexity of the transaction. Recurring services may be covered by a retainer.
Why companies and investors choose Cerno
The firm is led by Maitre Cora Maglo, avocate a la Cour since 2009, trained at the London School of Economics, at Clifford Chance (corporate) and then Bonn Steichen & Partners (litigation). The standards of a large firm, with the accessibility of a single point of contact.
More than 5,000 matters handled, 4.8/5 on Google, international networks (EILN, AEA, Cross Border Advisory Solutions) and advice in six languages: concrete markers for entrusting your most sensitive transactions.
Company formation and structuring
Choice of form, SOPARFI or operating company, capital, articles of association and governance: the firm structures your Luxembourg vehicle and aligns it with your tax position and your strategy. See setting up a company, corporate law and the SOPARFI.
Commercial contracts and business relationships
Distribution, agency, partnership, services, general terms and conditions: a well-drafted contract is your best protection. The firm drafts, negotiates and secures. See contract drafting, commercial law and general terms and conditions of sale.
Shareholders' agreements and governance
Allocation of capital, exit clauses, governance and directors' liability: the shareholders' agreement organises the balance of power and prevents deadlock. See the shareholders' agreement, corporate governance and the independent director.
Mergers and acquisitions and due diligence
Acquisition, disposal, build-up or joint venture: the firm conducts the due diligence, negotiates the SPA and secures the closing. See mergers and acquisitions, legal due diligence and the joint venture.
Private equity, venture capital and funds
Term sheets, investor agreements and management packages, both for founders and for investors. See private equity, venture capital and investment funds (RAIF, SIF, SICAR, AIFM), brought together in the investors and corporate practice.
The distinctive edge: Corporate + Immigration
Very rare in Luxembourg, combining business law and immigration makes it possible to assist the foreign investor as a single whole: structuring the company and obtaining the director's residence permit. See investor residence, entrepreneur and start-up immigration and corporate immigration.
Business litigation and debt recovery
When negotiation fails, the firm defends your interests in commercial litigation and recovers your debts, in Luxembourg and internationally. See litigation and debt recovery.
FAQ
Frequently asked questions
What is the difference between business law, commercial law and corporate law?
**Business law** is the overarching field. **Commercial law** governs relationships between traders and commercial transactions; **corporate law** governs the formation and life of companies.
Can the firm act before a contract is signed?
Yes, and that is often where its work is most cost-effective: securing matters upstream costs less than settling a dispute.
Do you assist with cross-border transactions?
Yes, the firm coordinates matters involving France, Belgium, Germany and the European Union, with the support of international networks (EILN, AEA).
Do you handle mergers and acquisitions (M&A)?
Yes: due diligence, SPA negotiation, representations and warranties and closing. The firm acts for the buyer as well as the seller.
Do you draft shareholders' agreements?
Yes. The firm structures the balance between shareholders (governance, liquidity and exit clauses) to prevent deadlock.
Do you assist with a fundraising round?
Yes, at seed stage as well as Series A/B: term sheet, investor agreement, warrants and stock options, both for founders and for investors.
Do I need a SOPARFI to structure an investment?
It is the most common holding vehicle. The firm determines the appropriate structure and aligns it with your tax position and your substance.
Do you assist foreign investors?
Yes. Combining corporate and immigration work makes it possible to structure the company and secure the director's residence permit within a single, coherent matter.
What are your fees in business law?
Fixed prices or ranges stated before any engagement; consultation from EUR 175 excl. VAT, transaction documentation from EUR 1,500 depending on complexity.
In which languages do you work?
French, English, German, Luxembourgish, Italian, Spanish and Portuguese.
Quick answer
What does a business lawyer do in Luxembourg?
A business lawyer advises companies, executives and investors on company formation, contract drafting, mergers and acquisitions, restructurings, fundraising, shareholders' agreements and commercial litigation. At Cerno, every matter is supervised by a lawyer admitted to the Luxembourg Bar.
Our approach
A pragmatic reading of every case
Notre objectif n’est pas seulement d’expliquer la règle, mais d’identifier la solution la plus efficace pour atteindre vos objectifs. Chaque dossier est analysé sous trois angles.
Risque juridique
La règle applicable, les délais et les points de contentieux possibles.
Risque opérationnel
L’impact concret sur votre activité, vos contrats et votre organisation.
Risque financier
Le coût d’une décision, d’un litige ou d’une inaction, chiffré en amont.
Expertise
Our business law expertise
Formation and structuring
- SARL and SARL-S
- SA
- SOPARFI and holdings
- Joint ventures
Growth and capital
- Capital increase
- Bringing in investors
- Share issuance
- Capital reorganisation
Shareholder protection
- Shareholders' agreements
- Exit and pre-emption clauses
- Approval clauses
- Governance
Transfer of ownership
- Sale of a business
- Transfer of securities
- Wealth reorganisation
- Succession planning
Acquisitions and disposals (M&A)
- Share Purchase Agreement (SPA)
- Asset deals
- Due diligence
- Representations and warranties
- Closing
Investors
- SOPARFI holding
- Acquisition of shareholdings
- Fundraising
- Shareholder rights
Examples of matters handled
Proven expertise, anonymised
Setting up a Luxembourg holding company
Structuring, drafting of the articles of association and governance for an international group, through to registration.
Acquisition of an SME
Due diligence, negotiation of warranties and assistance through to closing.
Dispute between shareholders
Mediation, negotiation and litigation to protect the shareholder or the director.
Representative and anonymised examples, for illustration only. Every matter is handled and validated by a lawyer registered with the Luxembourg Bar.
They entrust us with their cases
Varied profiles, the same standard of excellence
- Entrepreneurs setting up their company in Luxembourg
- International investors
- SME executives
- International groups
- Expatriates and international families
- Employers recruiting foreign talent
Explore our key areas of expertise
FAQ
Frequently asked questions
Why use a business lawyer in Luxembourg?
To secure the strategic decisions that commit the company: choice of structure, contracts, capital transactions, acquisitions and disputes. The lawyer anticipates legal, operational and financial risks before they turn into costly litigation.
What is the difference between a business lawyer and a fiduciary?
The fiduciary handles accounting, domiciliation and administrative obligations. The lawyer advises on the law, drafts and negotiates agreements, defends your interests and bears professional liability, subject to professional secrecy and admission to the Bar.
Can a lawyer set up my company in Luxembourg?
Yes. The lawyer advises on the appropriate form (SARL, SA, SOPARFI, SPF), drafts the articles of association and the shareholders' agreement, and handles registration with the trade register as well as the RBE filing.
Which lawyer for a business acquisition (M&A)?
A business lawyer handles the letter of intent, due diligence, the SPA, the representations and warranties, the shareholders' agreement and closing, for both the buyer and the seller.
How do you protect a company's shareholders?
Through a shareholders' agreement governing exits, pre-emption, approval, governance and the resolution of deadlocks. It is the key tool for preventing disputes between shareholders.
Member of
Affiliations & réseaux professionnels
Free guide · PDF
The practical guide to secure your next step
Checklists, key steps and points to watch, prepared by the firm. Get it instantly, no strings attached.
- The key steps, explained simply
- The documents to prepare
- The common mistakes to avoid
Free diagnostic
A business issue? Get an initial direction in 2 minutes.
A few questions are enough to identify your need and the right legal answer, with no sign-up and no commitment.
Choosing Cerno means choosing over 17 years of experience
- 2013
- independent firm
- 2009
- at the Bar since 2009
- 7
- working languages
- 100+
- companies & SOPARFI structured
- 200+
- visas & residence permits obtained
- 170
- client nationalities served
- 300+
- due diligence reviews conducted
Around twenty M&A transactions supported · one of the best visa approval rates in Luxembourg.
Since 2009, we devote our expertise to your satisfaction: more than 85% of our clients renew their trust in us.
Our work
Representative matters, anonymised
Typical examples of engagements handled by the firm, presented in an anonymised and illustrative manner. Each matter is handled and validated by a lawyer registered with the Luxembourg Bar.
A holding company and a residence permit, in a single process
Incorporation of a SOPARFI for a non-resident investor, combined with obtaining their residence permit. A single point of contact across both fronts.
Permit obtained in 6 weeksA similar matter? Companies & governanceFounders protected before the funding round
Structuring a shareholders’ agreement and governance for a young company with several founders, ahead of a funding round.
Shareholders’ agreement signed before the roundA similar matter? Debt recoveryA debt recovered across borders
Cross-border recovery of unpaid debts for an SME, through an order for payment and coordination with a foreign colleague.
Receivable recovered in full (100%)A similar matter? Employment lawAn executive defended before the Labour Tribunal
Supporting an executive in a contested dismissal, from strategy to representation at the hearing.
Case argued at the hearingA similar matter? ContractsA secured international distribution
Negotiating and securing an international framework distribution agreement, from liabilities through to the competent jurisdiction.
Competent jurisdiction securedA similar matter?Typical, anonymised examples, for illustration only. They do not prejudge the outcome of a matter, which depends on each situation.
Entrust my matter to the firmExpertise & authority
Ongoing review and analysis of Luxembourg and European case law
Avocate à la Cour, List I of the Luxembourg Bar since 2009
Trained at the London School of Economics, formerly at Clifford Chance and Bonn Steichen & Partners
Member of international networks: EILN, AEA, Cross Border Advisory Solutions
Every matter handled and approved by a lawyer admitted to the Bar
Support in 7 languages, clients of 170 nationalities
Testimonials
What our clients say
Had a consultation with Me Cora Maglo about my Luxembourg Blue Card application. She explained everything clearly: the process, timeline and documents I need, and helped me with my wife’s family reunification too. Honest and practical advice. I felt confident after talking to her.Farshid Pourlatifi
J’ai beaucoup apprécié le service de Maître Maglo : son sérieux, sa sympathie, son professionnalisme et sa disponibilité. Toujours répondu rapidement et clairement, avec des conseils pragmatiques, sans pousser à des procédures longues et coûteuses lorsqu’elles ne sont pas justifiées.Nathan Wirtzfeld
Super assistance and great support! Highly recommend. All my questions were answered, Cora and her team kept me updated all the time. I will definitely reach out to them next time for my residency.Tatiana
They talk about us
The firm referenced and cited
Professional directories, business press and legal publications where Cerno Law Firm and Maître Cora Maglo are referenced.
Let’s talk about your matter
Describe your situation: you receive an initial analysis and a transparent quote, with no obligation. One dedicated lawyer, from start to finish.