LUXEMBOURG Law and Practice Contributed by: Anna Gassner, Philipp Mössner, Andrea Carraretto and Etienne Weryha, GSK Stockmann SA
enforcement of judgments in civil and commercial matters (Brussels Regulation). Furthermore, Luxembourg is party to several interna - tional treaties concerning the choice of forum and the recognition of foreign judgments, such as: • the Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Com - mercial Matters, signed in Lugano on 30 October 2007 (Lugano Convention); and • the Hague Convention of 30 June 2005 on Choice of Court Agreements (Hague Convention). Please refer to 6.2 Governance and Decision-Mak- ing for an overview of governance organisation and notably, the possibility of the shareholders of the JV vehicle being represented at the board by proposing candidates to be appointed as board members of the JV vehicle. With respect to weighted voting rights, even though the current Luxembourg legal landscape tends to rec - ognise them as a means to ensure board control, they are not commonly used in Luxembourg. The Luxem - bourg doctrine strongly upholds the principle of “one vote per person”. 7.2 Duties and Functions of JV Boards and Directors The management body of a JV vehicle is often either the board of managers for an SARL, the board of directors for a one-tier SA, the management board for a two-tier SA, or the president for an SAS (and any director as the case may be). This management body has the broadest powers to take any actions neces - sary or useful to realise the corporate object of the JV vehicle, except those expressly reserved by the LCC or the articles of association for the shareholders of the JV vehicles. The members of the management body of the JV vehi - cle, which can also be legal entities, must: 7. The JV Board 7.1 Board Structure
• act with loyalty and in good faith for the benefit and in the corporate interests of the JV vehicle, exercis - ing their duties with as much diligence and care as a reasonable person acting in the same circum - stances; • represent the JV vehicle in dealings with third par - ties; • avoid any conflicts of interests; and • exercise their mandate in compliance with, inter alia, the LCC and the articles of association of the JV vehicle. It is possible to include an explicit non-compete obligation of any member of the management body. Should this member be a natural person employed by the JV vehicle, this obligation will need to be com - pensated financially and be limited in duration and geographic scope in order not to be considered void under applicable laws. In terms of delegation of functions, the management body of the JV is authorised to delegate certain func - tions to committees or subcommittees, depending on the legal form chosen for the JV vehicle. When committees or subcommittees are created, it is rec - ommended that each of them adopts a policy, rules of procedure or common charter relating to their func - tioning and scope of intervention. The management body can also delegate the day- to-day management of the JV vehicle and the power to represent it in dealings with third parties to one or more persons who are not necessarily members of the management body. These individuals are referred to as day-to-day managers ( délégué à la gestion jour- nalière ). Nonetheless, the liability for these delegated functions remains with the management body of the JV vehicle, which supervises the actions of those in charge of such delegated functions. 7.3 Conflicts of Interest Pursuant to the LCC, a member of the management body of the JV vehicle having, directly or indirectly, an interest of a financial nature conflicting with those of the JV vehicle, in relation to an operation within the competence of such management body, must dis - close such conflict of interest to the other members of the management body and must not participate in the
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