LUXEMBOURG Law and Practice Contributed by: Ana Nicoleta Andreiana, Christophe Boyer, Noémi Gémesi and Tom Hamen, Loyens & Loeff
8.2 Prospectus Requirements In a share-for-share takeover or business combina- tion, a prospectus is required if the buyer’s shares are offered to the public or admitted to trading on an EU regulated market. The prospectus must be approved by the CSSF (if the CSSF is the competent authority) under the EU Prospectus Regulation. There is no requirement for the buyer’s shares to be listed on a specific exchange in Luxembourg, but list- ing on a regulated EU market is generally expected to ensure liquidity and investor protection. 8.3 Producing Financial Statements The Takeover Law does not require bidders to pro- duce financial statements. 8.4 Disclosure of Transaction Documents In Luxembourg public M&A, parties are not required to file full transaction documents. However, the offer document must be submitted to the CSSF for approval under the Takeover Law. Other filings (eg, a prospectus, and merger documentation) may apply depending on the deal structure. In Luxembourg, directors involved in a business com- bination – such as a merger, acquisition or takeover – are bound by duties owed to the company itself. These include the duty of care, the duty of loyalty, and the obligation to act in the corporate interest of the company. These duties are primarily owed to the company itself. While Luxembourg law does not formally extend board duties to all stakeholders, directors are expected to act responsibly and prudently, in the interest of the company (which may require balancing commercial objectives with legal and reputational risks). 9.2 Special or Ad Hoc Committees 9. Duties of Directors 9.1 Principal Directors’ Duties In Luxembourg, it is relatively rare for boards of direc- tors to establish special or ad hoc committees in the context of business combinations. That said, when
Complementing these goals, Luxembourg introduced a CO₂ tax in 2021 on fossil fuels used for road trans- port and heating. Initially set at EUR20/t CO₂, the tax has increased by EUR5 annually, reaching EUR45/t CO₂ in 2026. This aligns with the price level antici- pated under the upcoming EU Emissions Trading Scheme for buildings, transport, and certain industrial sectors, scheduled for 2027. The PNEC also outlines a phase-out strategy for fos- sil-based heating systems in buildings and includes a roadmap for decarbonising the national vehicle fleet. 7. Due Diligence/Data Privacy 7.1 Energy and Infrastructure Company Due Diligence Under the Takeover Law, a listed company must make certain information publicly available (eg, share capital structure, major shareholdings, restrictions on voting rights, and material agreements triggered by a change of control). Additional information can be shared with bidders during due diligence, provided this complies with market abuse rules and confidentiality obliga- tions. 7.2 Restrictions Luxembourg imposes no general legal or regulatory restrictions on conducting due diligence on energy and infrastructure companies, including those struc- tured as holding companies (SOPARFIs). Access to information is typically governed by contractual arrangements and shareholder/board co-operation.
8. Disclosure 8.1 Making a Bid Public
In Luxembourg, a public takeover bid must be dis- closed immediately after the decision has been taken by the offeror, provided that the offeror shall notify the CSSF of its intention before it is made public. The offer document is then subject to CSSF approval (if CSSF is the competent authority) and published once cleared. Disclosure must be prompt and include key terms of the bid, ensuring transparency and equal treatment of shareholders.
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