Corporate
Private equity lawyer in Luxembourg
The firm supports your private equity transactions in Luxembourg: LBO, MBO and build-up, negotiation of term sheets and investor agreements, setting up management packages and structuring through a Luxembourg holding company.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
A successful private equity transaction rests on careful structuring and consistent documentation: the quality of the investor agreement, the balance of the management package and the soundness of the acquisition vehicle determine the return as much as the legal security of the deal.
Cerno Law Firm acts alongside investors, directors and targets to structure, negotiate and document the transaction, coordinating with financial and tax advisers where the matter requires it.
The need
As an investor, fund, director or shareholder, you are setting up or joining a private equity transaction (LBO, MBO, build-up) in Luxembourg and must secure its structuring and documentation.
Without a robust investor agreement and a suitable acquisition vehicle, the balance between capital providers and management weakens at the first difficulty.
The risk
An unbalanced term sheet, poorly calibrated liquidity and exit clauses, a poorly articulated management package, governance that becomes a source of deadlock, an inadequately framed acquisition debt.
A poorly documented transaction turns expected value creation into a source of dispute between investors, directors and co-shareholders.
The firm's involvement
Structuring of the acquisition vehicle (a Luxembourg holding company, often a SOPARFI), drafting and negotiation of the term sheet, the investor agreement and the management package, and framing of governance and liquidity clauses through to closing.
Cerno is a law firm admitted to the Luxembourg Bar; its digital tools only simplify information gathering, qualification of the matter and tracking of requests, never replacing the lawyer's advice. The lawyer negotiates and drafts each clause, coordinating with your financial and tax advisers where needed.
Practice areas
When to call on the firm
- Structure an LBO or an MBO through a Luxembourg holding company.
- Negotiate a balanced term sheet and investor agreement.
- Set up an incentivising and secured management package.
- Steer a build-up strategy and external growth transactions.
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
- • Term sheet or letter of intent where applicable
- • Envisaged ownership structure and identity of the parties
- • Accounts and valuation elements of the target
- • Investment, exit and governance objectives
Deliverables
- • Documented structuring of the acquisition vehicle
- • Investor agreement and management package drafted
- • Support of the negotiation through to closing
Indicative timing
The structuring and first documentation are delivered within a few business days; the negotiation and closing are scheduled according to the timetable of the transaction and of the parties.
Stated fees
Consultation from 175 EUR excl. VAT; structuring and transaction documentation on a fixed fee from 1,500 EUR depending on the complexity of the matter. Everything is quoted before any engagement.
FAQ
Frequently asked questions
Does the firm act for investors or for directors?
For both, depending on the mandate: investors, funds, directors or shareholders of the target. The firm tailors its documentation to the interests of the party it advises, with no conflict of interest.
What is a management package?
It is the set of mechanisms (securities, options, liquidity and exit clauses) that aligns the interests of directors and investors. The firm structures it so that it is both incentivising and legally sound.
Do you need a Luxembourg holding company for an LBO?
It is the most common structure: a holding company (often a SOPARFI) carries the acquisition debt and holds the securities. The firm structures the vehicle suited to your transaction.
Is Cerno a fund or a piece of software?
No. Cerno is a law firm admitted to the Luxembourg Bar. The firm provides legal support for transactions and, where needed, coordinates financial and tax advisers; it does not manage funds.
Member of
Affiliations & réseaux professionnels
Free guide · PDF
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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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