Luxembourg Company Directors: what are their Fiduciary Duties During an Acquisition Process

DESCRIPTION AND PURPOSE

The purpose of this webinar is to provide attendees with a refresher on the fiduciary duties that apply to Luxembourg company directors and managers, in particular in the context of an offer for the acquisition of shares in that company, whether addressed to the shareholders directly or indirectly through the board as an intermediary. We will also briefly review certain additional considerations that can arise where the acquisition proposal concerns a company’s assets directly from the company itself.

agenda

The webinar will kick off with a short reminder of the scope of the standard duties of care and loyalty, which directors and managers must comply with at all times in carrying out their corporate mandate. 

We will then explore in more detail the board’s part in an acquisition process, in particular its role in protecting minority shareholders and other non-equity stakeholders, the avoidance of conflicts of interest, the endorsement (or not) of a proposed acquisition, board transfer consent clauses, disclosure of confidential information during a due diligence, and other topics.

The webinar will not cover rules that specifically apply to regulated or publicly traded companies. 

LOCATION

6 boulevard grande-duchesse charlotte, 1330 luxembourg (DA VINCI)

TARGET AUDIENCE 

Company directors, managers and executives; legal practitioners

SPEAKERS 

Torsten Sauer

Torsten Sauer is a corporate partner at Norton Rose Fulbright with significant experience of advising clients (including listed multinationals, asset managers, HNWIs and insurance/reinsurance undertakings) on corporate law and governance matters, public and private M&A, private equity and structuring of corporate finance transactions. Torsten is also regularly involved in complex real estate and capital market transactions, with a strong focus on the German market and the DACH region. 

Prior to joining Norton Rose Fulbright, Torsten worked for leading international law firms in Paris, New York and Luxembourg. He is a member of the New York, Paris and Luxembourg bars. 

Mathis Bredimus

Mathis Bredimus is a senior corporate associate at Norton Rose Fulbright. 

He advises clients on all aspects of corporate law, including M&A, restructurings and equity capital markets matters. Mathis has particular experience in cross-border M&A, as well as in providing advice to listed companies. He regularly publishes articles on various company law matters.

Prior to joining us, Mathis worked at an international law firm in Luxembourg and at a Magic Circle firm in Brussels. He is admitted to the Luxembourg, Brussels and New York bars.

La société Legitech a obtenu l’agrément du Barreau de Luxembourg.

Tarif étudiant : 48,55€ HTVA, soit 50€ TTC 

(à condition d’envoyer une copie de sa carte étudiant et une attestation d’inscription: [email protected])