Mergers and acquisitions
M&A lawyer in Luxembourg
The firm supports the acquisition or disposal of your SME in Luxembourg: valuation, due diligence, negotiation of the heads of terms, drafting of the SPA and of the asset and liability warranties.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
A successful M&A deal is decided as much in the preparation as at signing: rigorous due diligence, negotiation of warranties and a robust sale agreement protect your price and limit your exposure after the deal.
Cerno Law Firm runs the entire M&A process for SMEs and their directors, from the first audit through to closing and post-acquisition management.
The need
You are buying or selling a company, shares or a business, and need to secure the price, the warranties and the terms of the deal.
Without due diligence or a robust SPA, the buyer discovers the liabilities too late and the seller remains exposed after the sale.
The risk
Hidden liabilities, a poorly secured price, ineffective asset and liability warranties, badly drafted conditions precedent, post-acquisition litigation.
A poorly documented deal turns a disposal into a lasting source of dispute between seller and buyer.
How the firm acts
Conducting due diligence, structuring the deal, drafting and negotiating the heads of terms, the SPA and the asset and liability warranties, through to closing.
Cerno is a law firm admitted to the Luxembourg Bar: the digital tools serve only to simplify the gathering of audit documents, the qualification of the matter and the tracking of each stage; they never replace the lawyer's advice, who negotiates and drafts every clause.
Practice areas
When to call on the firm
- Acquire an SME, shares or a business.
- Sell your company on good terms of price and warranty.
- Conduct legal due diligence before signing.
- Negotiate the SPA and the asset and liability warranties.
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
- • Accounts, articles and shareholders' agreement of the target
- • Letter of intent or heads of terms in progress
- • Key contracts, leases and ongoing disputes
- • Valuation elements
Deliverables
- • Due diligence report and red flags
- • Negotiated SPA and asset and liability warranties
- • Support through to closing
Indicative timing
Due diligence and negotiation are generally organised over a few weeks depending on the size of the target and the responsiveness of the parties.
Fees stated upfront
First consultation from EUR 175 excl. VAT; fixed-fee M&A engagement from EUR 1,500 for the scoping phases, then fees by stage depending on the scale of the deal.
FAQ
Frequently asked questions
Why carry out due diligence before buying?
To identify liabilities, contractual and tax risks, and adjust the price or warranties accordingly. It is the buyer's best protection.
What are asset and liability warranties?
It is the seller's undertaking to indemnify the buyer if a liability predating the sale comes to light afterwards. Its drafting is decisive.
Does the firm also support the seller?
Yes, the firm acts for buyers and sellers alike, securing the price, the warranties and the timetable of the deal.
Does Cerno replace an investment bank?
No. Cerno is a law firm admitted to the Luxembourg Bar that secures the legal side of the deal; the lawyer remains at the heart of the negotiation and drafting.
Member of
Affiliations & réseaux professionnels
Free guide · PDF
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- The common mistakes to avoid
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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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The firm referenced and cited
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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.