LUXEMBOURG Law and Practice Contributed by: Johan Terblanche, Baptiste Aubry and Michelle Barry, Maples Group
10.3 IPO On an exit by way of IPO, the typical lock-up arrange - ment will seek to prevent insiders from selling for a minimum period of between three and six months. In addition, where the seller retains a significant interest, a relationship agreement would be expected for the benefit of the new investors. Regulatory requirements often drive lock-up periods; where regulatory require - ments dictate, most transactions do not extend lock- ups beyond the regulatory periods. It should be noted that the IPO would very rarely take place in Luxembourg; in most of the cases, the IPO will be on a major market such as New York, London or Paris and therefore led by the regulations of the jurisdiction chosen for the IPO.
growth of the capital market’s appetite for technology and healthcare businesses in particular. Dual-track exits – ie, an IPO and sale process running concur - rently – are unusual. Depending upon the terms of the fund and the timing of the transaction, private equity sellers typically rein - vest as soon as a suitable new target has been identi - fied and the terms of the new transaction agreed. 10.2 Drag and Tag Rights Drag-and-tag rights are typical in equity arrange - ments, although rarely enforced, with a sale of all shares with the consent of all shareholders being more usual. There is no typical drag or tag threshold in Luxembourg, although the majority control thresh - old would be more frequent than other thresholds. The threshold usually depends on the terms of the transaction.
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