Corporate
Legal due diligence in Luxembourg
Legal due diligence is the complete audit of a target company before an acquisition or an investment: review of the company, its contracts, employment matters, litigation, intellectual and real property and compliance, on the basis of a data room. The firm conducts this audit and delivers a report that precisely identifies the risks.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
Buying a company or investing in it without auditing its substance amounts to acquiring hidden risks: unbalanced contracts, emerging disputes, employment liabilities, defects in compliance or in title. Legal due diligence brings these grey areas to light before signing.
Cerno Law Firm organises the data room, audits each legal area of the target and delivers a due diligence report that prioritises the risks, their impact and the protections to be negotiated in the acquisition agreement.
The need
You are considering acquiring a Luxembourg company or investing in it and must verify its legal soundness before committing.
Without an audit, you take on liabilities, disputes and instances of non-compliance that the seller has no reason to disclose spontaneously.
The risk
Hidden liabilities, terminable key contracts, ongoing disputes, non-compliant employment matters, fragile titles, defects in regulatory compliance.
An acquisition carried out without due diligence is paid for after closing, when the risks materialise without suitable contractual protection.
The firm's involvement
Cerno Law Firm, a law firm admitted to the Luxembourg Bar, structures the data room, audits the target company across the corporate, contracts, employment, litigation, property and compliance areas, then delivers a due diligence report that identifies and prioritises the risks.
Our digital tools only simplify the gathering of documents, the qualification of materials and the tracking of the audit; they never replace the lawyer's advice, who assesses each risk and translates it into contractual protections.
Practice areas
When to call on the firm
- Audit a target company before an acquisition.
- Secure an acquisition of a stake or an investment.
- Identify liabilities and disputes before setting the price.
- Prepare the warranties and representations to be negotiated in the agreement.
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
- • Articles of association, registers and shareholders' agreement of the target
- • Key contracts, leases and financings
- • Employment documents and ongoing litigation
- • Intellectual and real property titles and compliance elements
Deliverables
- • Structured and managed data room
- • Legal audit of the target company
- • Due diligence report prioritising the risks
Indicative timing
The duration depends on the size of the target and the quality of the data room; the firm frames the scope and timetable ahead of the transaction.
Stated fees
Due diligence is quoted according to the scope audited and the size of the target, from 1,500 EUR. An initial scoping of the audit is offered from 175 EUR excl. VAT.
FAQ
Frequently asked questions
What is legal due diligence?
It is the complete audit of a target company before an acquisition or an investment: corporate, contracts, employment, litigation, property and compliance. In Luxembourg, the firm conducts it and delivers a report identifying the risks.
What is a data room?
It is the space, most often digital, in which the seller gathers the documents of the target for the audit. The firm structures it, manages access to it and qualifies the materials it contains.
What is the due diligence report for?
To prioritise the identified risks, measure their impact and guide the negotiation: price adjustment, representations and warranties, conditions precedent. It is the lawyer who translates the audit into protections.
Does the digital tool carry out the audit?
No. The tools facilitate the gathering and sorting of documents, but the assessment of risks and their translation into contract terms are a matter for the lawyer.
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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
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