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.
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.
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.