Corporate
Venture capital lawyer in Luxembourg
The firm supports your fundraising in Luxembourg: seed and Series A/B rounds, negotiation of term sheets, drafting of shareholders' agreements, setting up BSA, BSPCE and convertible bonds, on the side of startups and investors alike.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
A well-run fundraising protects both founders and investors: the term sheet sets the balance, the shareholders' agreement organises governance and exits, and the dilutive instruments (BSA, BSPCE, convertible bonds) must be carefully calibrated to avoid unpleasant surprises at the next round.
Cerno Law Firm structures and documents the transaction alongside startups and investors, coordinating with financial and tax advisers where the matter requires it.
The need
As a founder or an investor, you are preparing a fundraising (seed, Series A or B) in Luxembourg and must secure the term sheet, the shareholders' agreement and the investment instruments.
Without rigorous documentation, the allocation of capital, governance and exit terms become a source of tension between founders and investors.
The risk
An unbalanced term sheet, poorly anticipated dilution, poorly calibrated preference and liquidation preference clauses, badly structured BSPCE or BSA, governance deadlock at the next round.
A poorly documented round weakens the capitalisation table and complicates, or even compromises, subsequent financing rounds.
The firm's involvement
Negotiation of the term sheet, drafting of the shareholders' agreement, setting up BSA, BSPCE and convertible bonds, organisation of governance and exit clauses, through to completion of the round.
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
- Prepare a seed, Series A or Series B round.
- Negotiate a balanced term sheet and shareholders' agreement.
- Set up BSPCE or BSA for the founders and the team.
- Structure a convertible bond or a bridge round.
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
- • Current capitalisation table and articles of association
- • Financing plan and objectives of the round
- • Identity of the founders and of the investors
Deliverables
- • Negotiated and secured term sheet
- • Shareholders' agreement and dilutive instruments drafted
- • Support of the round through to completion
Indicative timing
The first documentation is delivered within a few business days; the negotiation and completion of the round are scheduled according to the timetable of the founders and the investors.
Stated fees
Consultation from 175 EUR excl. VAT; fundraising documentation on a fixed fee from 1,500 EUR depending on the size of the round and the complexity of the matter. Everything is quoted before any engagement.
FAQ
Frequently asked questions
Does the firm advise startups or investors?
Both, depending on the mandate. The firm tailors the documentation to the interests of the party it advises, founders or investors, with no conflict of interest.
What is the difference between BSA and BSPCE?
The BSA is a share subscription warrant, open to various beneficiaries; the BSPCE is intended to give employees and directors a stake in the capital. The firm guides you towards the instrument suited to your situation and structures it.
What is a liquidation preference?
It is a clause that determines the order and amount of repayment to investors in the event of a sale or liquidation. Poorly calibrated, it distorts the sharing of value; the firm negotiates it so that it remains fair.
Is Cerno a fund or a financing platform?
No. Cerno is a law firm admitted to the Luxembourg Bar. The firm provides legal support for fundraisings and, where needed, coordinates financial and tax advisers; it does not invest and does not raise funds for its own account.
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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Let’s talk about your matter
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