LUXEMBOURG Law and Practice Contributed by: Marcus Peter and Kate Yu Rao, GSK Stockmann SA
of EUR1,500 million) being required to comply from 26 July 2027. On 26 February 2025, the EU Commission intro - duced the so-called Omnibus Simplification Package to streamline sustainability-related regulations. This package includes two proposed directives: the “Stop- the-Clock” Directive, which postpones the compli - ance timelines for the CSRD and the CSDDD, and a second directive proposing substantive amendments to both frameworks. The Stop-the-Clock Directive delays the CSRD reporting timeline by two years for “wave 2” filers (primarily large non-listed companies), and extends the CSDDD transposition deadline by one year, with the first-time application of CSDDD obligations postponed to 26 July 2027. The EU Com - mission also proposed raising CSRD thresholds to companies with over 1,000 employees and turnover above EUR50 million or assets over EUR25 million, exempting about 80% of previously covered firms, and narrowing CSDDD due diligence to focus mainly on direct suppliers. This initiative mainly aims to reduce administrative burdens by 25%, with potential savings estimated at around EUR40 billion for European com - panies. On 16 April 2025, the Stop-the-Clock Directive was published in the Official Journal of the European Union, with member states now required to trans- pose it into national law by 31 December 2025. With the Stop-the-Clock Directive enacted, attention now shifts to the second directive in the Omnibus Package, which outlines the more substantive revisions to the CSRD and CSDDD obligations. These reforms are still The Law of 25 March 2020 implementing Council Directive (EU) 2018/822 of 25 May 2018 amend - ing Directive 2011/16/EU on mandatory automatic exchange of information in the field of taxation in rela - tion to reportable cross-border arrangements (DAC6) will continue to have a significant impact on M&A transactions. Moreover, on 3 May 2023, the Luxembourg parlia - ment adopted a law transposing into national legisla - tion the seventh amendment to Directive 2011/16/EU on administrative cooperation in the field of taxation (DAC7). DAC7 contains several sections that comple - undergoing the EU’s legislative process. Council Directive (EU) 2018/822 (DAC6)
ment and extend the existing domestic rules on tax transparency and exchange of information. In addition, in October 2023, the EU Council adopt - ed further amendments to Directive 2011/16/EU on administrative cooperation in the field of taxa - tion (DAC8). These amendments mainly extend the reporting obligations to service providers or opera - tors involved in providing crypto-asset services to EU resident customers. The rules are applicable from 1 January 2026. The latest amendment to Directive 2011/16/EU, known as DAC9, was proposed by the EU Commis - sion on 28 October 2024, and adopted by the Euro - pean Parliament on 12 February 2025. DAC 9 inte - grates the OECD’s GloBE (Global Anti-Base Erosion) top-up tax information return into EU law, simplifying multinational enterprises’ (MNEs) filing obligations. Member states were required to transpose the new rules into their national laws by 31 December 2025. Luxembourg transposed DAC 9 into national law with effect from 1 January 2026. New Insolvency Law The law of 7 August 2023 on business preservation and modernisation of bankruptcy law, which imple - ments Directive 2019/1023/EU, entered into force on 1 November 2023, thus increasing the attractiveness and competitiveness of Luxembourg’s restructuring and insolvency framework (the “New Insolvency Law”). The new regime modernises the old insolvency law, introducing new reorganisation procedures, meas - ures for early financial difficulty identification, abol - ishing certain measures, and reclassifying fraudulent bankruptcy as an offence instead of a crime. The first decision opening a judicial reorganisation proceeding under the new regime was issued by the Luxembourg district court sitting in commercial matters ( tribunal d’arrondissement de Luxembourg, siégeant en mat - ière commerciale ) on 22 November 2023 and further case law developments are expected to explore and clarify the practical implementations of the New Insol - vency Law. Finally, the changes in the field of takeover law and antitrust regulations (see 2.4 Antitrust Regulations ) as well as the restrictions described in 2.3 Restric-
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