Cross-cutting practices
Shareholder dispute lawyer in Luxembourg
Shareholder disputes cover conflicts between shareholders: company deadlocks, abuse of majority or minority, exclusion claims, management audits and challenges to decisions. The firm defends your interests and seeks the most effective exit, negotiated or judicial.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
A conflict between shareholders can paralyse a profitable company: blocked decisions, frozen dividends, stalled governance. The longer it lasts, the more the value of the business and the relationships deteriorate.
Cerno Law Firm assesses your position, activates the relevant legal levers (management audit, abuse of majority or minority, exclusion, withdrawal) and favours, where possible, a controlled negotiated exit rather than prolonged litigation.
The need
You are in conflict with one or more shareholders and the company is deadlocked or under threat.
You are seeking to break the deadlock, to be bought out, or to exit on good terms.
The risk
A lasting company deadlock, abuse of majority or minority, loss of value, decisions open to challenge.
A poorly managed conflict bogs down into costly litigation and devalues the business for all shareholders.
How the firm acts
Cerno Law Firm, a law firm admitted to the Luxembourg Bar, reviews the shareholders' agreement and the articles, qualifies the abuses and deadlocks, and triggers the appropriate levers: management audit, exclusion or withdrawal, negotiated exit or court action.
Our digital tools serve only to simplify the gathering of documents and the tracking of the matter; they never replace the lawyer's advice, who defines the litigation strategy and defends your interests.
Practice areas
When to call on the firm
- Break the deadlock of a company paralysed by a shareholder conflict.
- Have an abuse of majority or minority established.
- Request a management audit or the exclusion of a shareholder.
- Negotiate an exit or a buyout of shares on good terms.
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 and shareholders' agreement of the company
- • Minutes of meetings and challenged decisions
- • Exchanges and formal notices between shareholders
- • Accounts and valuation elements
Deliverables
- • Analysis of the position and the levers
- • Deadlock-breaking or exit strategy
- • Negotiation or court action conducted
Indicative timing
The duration depends on the route chosen: a negotiated exit is reached more quickly than litigation, whose timeframes follow those of the court.
Fees stated upfront
Handling a shareholder dispute is costed according to the route chosen and the complexity, from EUR 1,500. An initial assessment consultation is offered from EUR 175 excl. VAT.
FAQ
Frequently asked questions
What is an abuse of majority or minority?
An abuse of majority is a decision taken against the company's interest solely for the benefit of the majority; an abuse of minority is the unjustified blocking of an essential decision by a minority shareholder. The firm qualifies and remedies these situations.
Can a shareholder be excluded?
Depending on the articles, the shareholders' agreement and the law, an exclusion or withdrawal may be considered in certain cases. The firm checks the conditions and implements it.
What is a management audit?
A measure allowing, under certain conditions, an expert to examine certain management operations when a shareholder suspects irregularities. The firm assesses whether it is appropriate.
Is it better to negotiate or go to court?
A negotiated exit is often faster and preserves value; but the pressure of a court action is sometimes necessary. The firm chooses the most effective route for you.
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Affiliations & réseaux professionnels
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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.
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Structuring a shareholders’ agreement and governance for a young company with several founders, ahead of a funding round.
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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.
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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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