LUXEMBOURG Law and Practice Contributed by: Ana Nicoleta Andreiana, Christophe Boyer, Noémi Gémesi and Tom Hamen, Loyens & Loeff
6. Recent Legal Developments 6.1 Significant Court Decisions or Legal Developments The most significant recent development is Luxem- bourg’s implementation of the EU Mobility Directive through amendments to the Company Law, effective from April 2025. This reform modernises the frame- work for cross-border mergers, divisions, and con- versions, streamlining corporate reorganisations and facilitating strategic M&A in regulated sectors such as energy and infrastructure. There have been no landmark court decisions spe- cifically on energy and infrastructure M&A, but this legislative change is expected to have the greatest practical impact on deal structuring. 6.2 Key Developments in Renewable Energy and Cutting Emissions Luxembourg continues to demonstrate strong politi- cal and regulatory commitment to renewable energy and emissions reduction. In July 2024, the govern- ment adopted the updated Plan national intégré en matière d’énergie et de climat (PNEC), which sets out the country’s climate and energy objectives for 2030, along with the policies and measures required to achieve them. The PNEC targets six key sectors: • residential and tertiary buildings; • transport; • energy and manufacturing industries, including construction; • agriculture and forestry; • waste and wastewater treatment; and • land use, land-use change, and forestry. By 2030, Luxembourg aims to: • reduce greenhouse gas emissions by 55% com- pared to 2005 levels; • achieve a 37% share of renewable energy in final energy consumption; • improve energy efficiency by 42%; and • strengthen sector-specific targets for renewables and efficiency.
5.5 Antitrust Regulations Luxembourg currently has no national merger control regime, so there is no mandatory antitrust filing for takeover offers or business combinations. However, transactions meeting the thresholds of the EU Merger Regulation must be notified to the European Com- mission. The Luxembourg Competition Authority may review deals ex post under general competition rules. As of late 2024, a draft bill introducing ex ante merger control (Bill No 8296) was still under proposal, and it In Luxembourg, acquirers should be aware of the staff delegation (similar to a works council), which is man- datory for companies with 15 or more employees. The delegation must be informed and consulted on various matters, notably significant changes affecting the employees, including mergers. has not yet entered into force. 5.6 Labour Law Regulations In companies with 150 or more employees, there are co-decision rights of the staff delegation for speci- fied matters only, eg, selection criteria for collective dismissals While consultation on an envisaged merger is required, the delegation’s opinion is not binding on the board. The board may proceed with the transaction even if the delegation disagrees. However, failure to consult properly can lead to legal or reputational risks. Disclosure is in principle internal. In some cases – such as collective redundancies – the Labour Inspec- torate must also be notified. 5.7 Currency Control/Central Bank Approval Luxembourg has no currency controls and no central bank approval requirement for M&A transactions. Pay- ments and fund repatriation are unrestricted. Approv- als may apply only for acquisitions of regulated enti- ties (eg, banks or insurers), subject to sector-specific laws.
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