newsletter - wildgen

NEWSLETTER _January.2019

2

Copyright © 2019 | Wildgen S.A.

ABOUT WILDGEN

Since 1923, WILDGEN has been at the heart of law practice in Luxembourg. It is today one of the best known and well-respected law firms in Luxembourg, possessing a strong track record and continuing to offer sound technical expertise.

Client is at the core of our business

For decades now, we have served our clients as a full-service business law firm

and we continue to assist them in achieving success with their goals. Our

lawyers have years of experience in the industry sectors of our clients and

facilitate the most complex financial procedures and transactions for them.

Awarded on many occasions, our teams offer first-class service and a customer-

focused approach to a wide range of professionals.

As a fully independent firm, we have an international network of experts that allows us to provide the very best advice in each circumstance and to avoid any conflicts of interest. The diversity of our clients pushes us to excel, because being responsible for their success is our main concern.

Excellence, client care and common sense drive our approach

We provide our clients with integrated services in

• Banking and Finance

• Dispute Resolution & Litigation

• Corporate Law

• Employment & Pensions

• Insurance & Reinsurance

• Investment Funds

• Intellectual Property

• Technology, Media & Telecommunication

• Tax

At the demand of the market and of our clients, we have also developed niche

areas of expertise and dedicated offerings. In addition, we have set up several

foreign desks.

Our added values _that make us unique and different

A client-oriented approach

that make it possible for us

to respond efficiently in a

personalised way.

An international network of

experts allowing us to

provide the very best advice

in each circumstance.

Over 80 people from around

the world speaking fluently

with our clients in more than

15 languages.

A commitment to excellence

in everything we do to

develop trusted relationships

with all stakeholders.

Check our website

http://www.wildgen.lu/

3


JANUARY 2019

NEWSLETTER

www.wildgen.lu

_WILDGEN INSIGHTS

THE LAW ON THE REGISTER OF BENEFICIAL OWNERS HAS BEEN PUBLISHED

KEY CHANGES INTRODUCED BY

THE SECURITISATION REGULATION

UPDATE ON THE IMPLEMENTATION OF DIRECTIVE ON TRADE SECRETS

_WILDGEN INSIDE

WHAT’S NEW?

JOIN US

BROCHURES

EVENTS

| 06 | 08

| 12

| 18

| 22

| 23

| 24

4


Stay ahead of the latest

Luxembourg developments and trends

_We identify and anticipate changes in legislation

for your benefit

5


WIL

DG

EN

IN

SIG

HT

S

6


The Law on the Register of Beneficial Owners Has Been

Published Isabelle Charlier (Partner), Alexis Kunitani (Junior Associate) – January 2019

_The law dated 13 January 2019 on the register of beneficial owners has been

published on 15 January 2019 in the Luxembourg Official Journal and shall

enter into force on 1 March 2019 (the “New Law”).

Luxembourg is increasingly committing itself to the goal of transparency initiated by

the European Union (“EU”) through the implementation into national law of the

requirements under Article 30 of Directive (EU) 2015/849 referring to the beneficial

owners’ information, modified by Directive (EU) 2018/843.

The register of beneficial owners will be named the Registre des Bénéficiaires

Effectifs (“RBE”) and will centralise the information of all beneficial owners of entities

registered with the Luxembourg trade and companies register (Registre de

Commerce et des Sociétés), with the exception of individual retailers. The term

“beneficial owner” will be defined by reference to the Law of 12 November 2004, as

amended, regarding the fight against money laundering and the prevention of the

use of the financial sector for money-laundering purposes (“Beneficial Owner(s)”).

Luxembourg Business Registers, an economic interest group that is also in charge

of the Luxembourg Trade and Companies Register, will manage the RBE. The RBE

will contain the following information on Beneficial Owners: name, surname,

nationality, date and place of birth, country of residence, private or professional

address, national or foreign registry’s identification number and nature and extent of

the effective interests. Listed companies are subject to lighter requirements and will

only have to provide the name of the regulated market through which their shares

are listed.

The request for the publication of information and its modifications should come from

the registered entity or through its agent. Such requests shall be completed through

electronic means on the RBE’s website within one month of the moment that the

entity acknowledged or should have acknowledged the event requiring a registration

or a modification. The request for registration shall be supported by annexed

documents. Such supporting documents will be listed in an upcoming additional

regulation.

[email protected]

[email protected]

7


Fines ranging from EUR 1,250 to EUR 1,250,000 might apply to entities and/or

Beneficial Owners in the case of failure to declare.

National authorities will have access to all information within the scope of their

missions, with no exception. All person will have access to all information, with the

exception of private or professional addresses and identification numbers. An

excerpt in electronic form or on paper will be available in exchange for a small fee.

A registered entity or a Beneficial Owner will be able to, in very exceptional

circumstances, limit access to certain information.

Registered entities will have six months to comply with the New Law starting from 1

March 2019. Public access to the RBE should be available at the end of this period.

A summary table can de downloaded from our website

https://www.wildgen.lu/our-insights/article/law-register-beneficial-owners-has-been-published

8


Key Changes Introduced by the Securitisation Regulation Mark Shaw (Partner) - January 2019

_Regulation (EU) 2017/2402 of the European Parliament and of the Council of

12 December 2017 laying down a general framework for securitisation and

creating a specific framework for simple, transparent and standardised

securitisation, and amending Directives 2009/65/EC, 2009/138/EC and

2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012

(Securitisation Regulation) became directly applicable across the European

Union (EU) on 1 January 2019. It consolidates the previous patchwork of

legislation governing European securitisations, applies more widely and

introduces new rules for issuing what are known as simple, transparent and

standardised (STS) transactions.

This note aims to summarise some of the key points in relation to the Securitisation

Regulation.

Broader Scope of Application - Institutional Investors

The Securitisation Regulation replaces the previous sector-specific approach to

securitisation regulation with a new set of rules that apply to all European

securitisations, regardless of who invests and whether the transaction is private or

public.

Previously, what determined the applicable set of securitisation rules that applied

depended on the type of investor, with some investors being exempt from the

application of any rules whatsoever. For example, the securitisation provisions for

alternative investment fund managers (AIFMs) in article 17 of Directive 2011/61/EU

of the European Parliament and of the Council of 8 June 2011 on Alternative

Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC

and Regulations (EC) No 1060/2009 and (EU) No 1095/201 (AIFMD) applied to EU

AIFMs managing or marketing EU or non-EU alternative investment funds (AIFs) but

did not apply to non-EU AIFMs managing or marketing EU or non-EU AIFs. Similarly,

there were no rules applicable to undertakings for collective investment in

transferable securities (UCITS) or their management companies (UCITS

management companies).

The application of the Securitisation Regulation to UCITS is one of its more notable

features, and UCITS management companies and self-managed UCITS will now be

subject to all of the requirements applicable to Institutional Investors as defined in

Article 2(12) of the Securitisation Regulation, as will non-EU managers of AIFs

managed or marketed in the EU.

[email protected]

9


It should be noted that the definition of Institutional Investor does not include EU

AIFs that have not appointed an AIFM, nor does it apply to any natural persons

insofar as they may be permitted to invest in securitisations.

What is a Securitisation?

For the purposes of the Securitisation Regulation, a “securitisation” is a transaction

or scheme, where the credit risk associated with an exposure (or a pool of exposures)

is tranched, and where:

payments in the transaction or scheme are dependent upon the

performance of the exposure or of the pool of exposures; and

the subordination of tranches determines the distribution of losses during

the ongoing life of the transaction or scheme.

It is worth noting that the definition expressly excludes specialised lending

transactions, being transactions structured specifically to finance or operate physical

assets, as defined in the Regulation (EU) No 575/2013 of the European Parliament

and of the Council of 26 June 2013 on prudential requirements for credit institutions

and investment firms and amending Regulation (EU) No 648/2012 (Capital

Requirements Regulation).

New Risk Retention Rules

Under the Capital Requirements Regulation (and Article 17 of AIFMD as it applied

to EU AIFMs), the onus was on investors to ensure that risk retention requirements

were satisfied; the requirement being that investors had to ensure that the originator,

sponsor or original lender of a securitisation retained a five percent net economic

interest, meaning it was compliant and therefore an eligible investment. This would

typically be managed through contractual provisions in the transaction

documentation.

The Securitisation Regulation replaces the existing risk retention requirements laid

down in the various pieces of sectoral legislation and provides that Institutional

Investors can only hold a securitisation where the originator, sponsor or original

lender retains five percent. However, it also goes further to also bring in additional

rules for originators, sponsors and original lenders that ensures that they are also

under a positive obligation to retain a five percent net economic interest in

securitisation transactions.

10


Due Diligence Rules

Institutional Investors must undertake a due diligence processes before becoming

exposed to a securitisation and on an ongoing basis for as long as they remain

exposed to a securitisation. The new regime requires an Institutional Investor to

undertake certain steps, which can be summarised as follows:

verify that that the structure is compliant with the five percent risk retention

requirement;

ensure that the assets were originated on the basis of certain credit-granting

standards and that the securitising entity complies with its disclosure

obligations;

carry out a due diligence assessment and assess the risks involved in

relation to the exposures underlying the securitisation and the structural

features of the securitisation;

on an ongoing basis during the life of the securitisation, establish written

procedures proportionate to the risk profile of the securitisation position and

Institutional Investor’s trading position to monitor the performance of the

securitisation and its underlying exposures and compliance by the originator,

sponsor or original lender;

perform stress tests, ensure there is an adequate level of internal reporting

of material risks and be able to demonstrate that it has a comprehensive

and thorough understanding of the securitisation investments, underlying

exposures and management.

It should be noted that these due diligence requirements are mirrored by new

transparency requirements on originators, sponsors and original lender to facilitate

compliance.

Applicability and Grandfathering

The Securitisation Regulation applies to securitisations issuing securities or creating

new securitisation positions from 1 January 2019.

Pre-existing securitisations that already existed on that date will continue to be

subject to the existing rules applicable to them (unless they create new securitisation

positions). AIFMs and other previously in-scope investors will therefore be subject

to a dual regime for the time being.

UCITS management companies and internally-managed UCITS are able to

purchase non-compliant securitisations that were issued BEFORE 1 January 2019

but cannot purchase non-compliant securitisations issued after 1 January 2019.

11


Should a formerly compliant securitisation cease to be compliant, then they will be

obliged to consider “corrective action”.

Corrective Action

Where Institutional Investors are exposed to a securitisation that no longer meets

the requirements of the Securitisation Regulation they must, in the best interest of

the investors, act and take corrective action, if appropriate.

It is not an OBLIGATION to immediately sell a position, although divesting may be

the cleanest solution. Managers have flexibility to consider other solutions that

consider investor protection, which may include working with the sponsor, original

lender or originator to request remediation on all non-compliant securitisations,

allowing them to become compliant, hedging or seeking compliance by documenting

why holding a non-compliant position is the best option available to investors. Or, of

course, corrective action may include a disposal.

What is an STS? What’s the benefit?

Finally, the Securitisation Regulation introduces the concept of STS transactions.

This is a designation that can be applied to securitisations that meet certain

requirements. The name is somewhat misleading, as they not particularly simple or

indeed standardised.

They are subject to the same risk retention requirements, due diligence and

transparency rules described above, but the advantage of meeting the requirements

of being an STS securitisation is that it will have lower capital requirements than

other securitisations. This will benefit certain classes of Institutional Investors (e.g.

pension funds) more than others. It is worth noting that the applicability and scope

of benefit of investing in STS securitisations is still in its infancy.

Achieving an STS designation is complex and includes an analysis of the underlying

asset type and maturity; there are exclusions, such as commercial mortgage-backed

securities (CMBS), securitisations of non-performing loans (NPL) and synthetic

products. Originators, sponsors and issuers will be jointly responsible for assigning

the STS designation, and assessing the risk of portfolio assets using either their own

internal risk ratings, or standardised ratings approved at a National Competent

Authority (NCA) level.

Historical (pre-January 2019) securitisations will be able to go back and assessed

as STS. There are penalties for incorrect designation as an STS, which will vary

based on the applicable NCA.

The article is available on our website

https://www.wildgen.lu/our-insights/article/key-changes-introduced-securitisation-regulation

12


Update on the Implementation of Directive on Trade

Secrets Emmanuelle Ragot (Partner), Catherine Cathiard (Director) – January 2019

_Business secrets have long been poorly protected and difficult to defend

compared to intellectual property rights (including patents, copyrights and

trademarks). For companies within the EU, strategic information not covered

by intellectual property rights remained until then inadequately protected.

Directive (EU) 2016/943 of the European Parliament and of the Council of 8

June 2016 on the protection of undisclosed know-how and business

information (trade secrets) against their unlawful acquisition, use and

disclosure (Directive (EU) 2016/943) intends to establish a sufficient and

harmonised level of protection of trade secrets in the European Union (EU). In

particular, it imposes on the member states to provide for sufficient and

consistent civil remedies in the internal market in the event of unlawful

acquisition, or use or disclosure of a trade secret.

However, Directive (EU) 2016/943 is a minimum harmonisation directive so that

Member States have the possibility - if they wish - to put in place wider trade secret

protection, provided that the safeguard measures expressly provided for in Directive

(EU) 2016/943, to protect the interests of third parties, are respected.

As the Directive expressly points out, however, this new system needs to reconcile

contradictory imperatives: the protection of information, on the one hand, and the

safeguarding of fundamental freedoms and the values of transparency (the right to

be informed and to be alerted), on the other hand.

According to Article 19 of Directive (EU) 2016/943, Member States have to comply

with this Directive by 9 June 2018.

Implementation in Belgium

In Belgium, on 24 August 2018 the law of 30 July 2018 on the protection of trade

secrets entered into force. This law implements Directive (EU) 2016/943 and offers

many opportunities for companies to protect their know-how and undisclosed

commercial information (trade secrets) against unlawful acquisition, use and

disclosure.

[email protected]

[email protected]

13


Implementation in France

In France, law n°2018-670 dated 30 July 2018 which implements Directive (EU)

2016/943 was published in the Official Journal on 31 July 2018.

A decree was published on 13 December 2018 (Decree 2018-1126 of 11 December

2018). Almost all its provisions came into force on 14 December 2018. Much-

anticipated by practitioners, its main contributions consist of:

Specifying the content of provisional and protective measures which may be

pronounced on application or in urgent proceedings in the event of breach

of a trade secret.

Defining the rules of procedure applicable to the measures of protection of

the trade secret before the civil and commercial courts.

The two most interesting points within the new provisions of the decree are:

the introduction of the escrow (séquestre) mechanism under which the

judge may order to put documents in escrow when obtained following

investigations or seizures, in order to ensure the protection of trade secrets,

and

the introduction of a guarantee mechanism under which the judge may order

the provision of financial guarantees to the defendant, as a condition for

allowing it to continue the alleged infringement and to ensure the potential

subsequent compensation of the secret holder. The judge may also order

the provision of financial guarantees to a claimant who was granted

provisional or protective measures, if the alleged infringement of the secret

is subsequently found to be baseless, in order to compensate the defendant

or any third party affected by such measures.

A Draft Bill Still Under Discussion in Luxembourg

In Luxembourg, until now, the concept of business secrecy has been defined by

case law. Four levels of protection could be considered in case of breach of a trade

secret:

Criminal law (Article 309 of the Penal Code),

The legislation on civil liability (Article 1382 of the Civil Code),

Contractual law, and

The legislation on unfair competition.

A draft bill implementing Directive (EU) 2016/943 was filed with the Chamber of

Deputies on 13 August 2018. As far as the method of implementation is concerned,

it has been decided to apply the terms of the Directive as literally as possible in

accordance with the principle of common application in Luxembourg - ‘The Whole

Directive, Nothing But The Directive.’ In addition, the authors of this draft law were

able to examine, in an unofficial way, the draft Belgian law. It is specified that the

14


French law proposal differs in some places from the terms of the Directive and it was

therefore decided not to employ it.

In the last quarter of 2018, the Luxembourg Chamber of Commerce (CC), the

Chamber of Employees (CSL) and the Chamber of Public Servants and Public

Employees (CPSPE) published their comments on the draft bill. The Luxembourg

draft bill is still under discussion today. Some of the main points are the following:

ON THE DEFINITION OF BUSINESS SECRETS

The definition of trade secrecy (Article 2 of the draft bill) is very similar to the one

developed by the Luxembourg courts. It aims to:

Cover know-how, commercial information and technological information

where there is both a legitimate interest in keeping them confidential and a

legitimate expectation of protecting that confidentiality,

Recognise that such know-how or information should have commercial,

actual or potential value. Such know-how or information should be

considered to have commercial value, for example, when its unlawful

acquisition, use or disclosure may adversely affect the legal and scientific

potential of the legal possessor, its economic or financial interests, its

strategic positions or its competitive ability.

The draft bill excludes from the definition of business secrets: current information,

experience and skills obtained by workers in the normal performance of their duties,

and information that is generally known to persons belonging to environments that

normally deal with the type of information in question, or that is easily accessible to

them.

ON PROVISIONAL AND CONSERVATORY MEASURES AVAILABLE TO THE

HOLDER OF A TRADE SECRET

The CC notes that the text of the draft bill (Article 7 (2)) departs from the wording of

Directive (EU) 2016/943 (Article 11 (1)) and wonders about the reasons for this

difference in terminology with the possible consideration that the authors of this draft

law have expressly wished to derogate from the rules of common law on the

administration of the proof by giving the judge of such applications a power of

initiative in the investigation of the application. Such a situation appears, according

to the CC, to go beyond the requirements of Directive (EU) 2016/943 and to be

contrary to the duty of impartiality incumbent on a judge.

The CC approves, however, the content of Article 7 (4) of the draft bill, which

provides that the order may be made independently of any public action. ‘This

provision does not appear in directive (EU) 2016/943 and aims to allow,

notwithstanding the principle that the "criminal holds the civilian as is", to apply for a

measure of temporary cessation pending the outcome of a possible criminal

15


procedure in progress.’ The CC is of the opinion that the fact that the judge has fixed

a lump sum amount as compensation before the damage is incurred is contrary to

the principle of full compensation for the loss suffered, which is well established in

Luxembourg law, and in particular in Article 1382 of the Civil Code. Such a provision

also appears to be in contradiction with the principle of full compensation set out in

Directive (EU) 2016/943.

Article 8 of Directive (EU) 2016/943 requires member states to lay down rules on the

limitation periods applicable to applications on the merits, and on actions for the

purpose of applying the measures, procedures and remedies provided for by the

Directive. This limitation period may not exceed six years. The CC also notes that

the authors of this bill opted for the introduction of a two-year limitation period to

bring one of the actions provided for by the draft bill, unlike Belgium, which opted for

a five-year limitation period. In the interests of harmonisation, in line with the spirit of

Directive (EU) 2016/943, the CC therefore wonders whether it would not have been

useful to align the limitation periods laid down in the neighbouring Member States.

The authors of this draft bill have also adopted the option offered by Article 12 (3) of

Directive (EU) 2016/943, to allow judicial authorities to withdraw infringing goods

from the market, and to order, at the request of the trade secret holder, that the

goods be delivered up to the holder or to charitable organisations.

ON EMPLOYEES’ PROTECTION

Article 14 of Directive (EU) 2016/943 deals with the compensation of the lawful

holder of business secrets, once the unlawful acquisition, use or disclosure of

secrets is definitely reported and proven. It allows Member States to limit the liability

of employees towards their employer for damage caused by the unlawful acquisition,

use or disclosure of a trade secret of the employer when the said employees did not

act intentionally.

The CSL regrets that the authors of the Luxembourg draft bill have not made use of

this option and asks, with a view to protecting employees, that it is remedied.

The CPSPE considers that the option provided for by Article 14 of

Directive constitutes an essential provision for the protection of workers who have

not acted intentionally and, consequently, that the implementation of the Directive

into Luxembourg law is not complete on this point.

ON CONFIDENTIALITY DURING JUDICIAL PROCEEDINGS

Article 88 of the Luxembourg Constitution of 17 October 1868 states that ‘court

hearings are public, unless such publicity is dangerous to the order or morals.’ Article

15 of the draft bill provides for various measures to ensure the confidentiality of

business secrets during judicial proceedings.According to the CPSPE, assessing

16


that the protection of trade secrets would fall under the public order or good morals

nevertheless seems somewhat hazardous.

The same is true of the provision to make available to certain persons only ‘non-

confidential’ versions of judicial decisions rendered in this respect. This measure

runs the risk of contravening Article 89 of the Constitution, which sets out the

obligations to state reasons and to deliver a judgment in open court, obligations

which are of public order.

It has also been specified by the Luxembourg Ministry of Economy that Article 5 of

Directive (EU) 2016/943 dealing with exceptions, is implemented literally, both in the

Belgian bill and in the current Luxembourg draft bill, so that the protection of whistle-

blowers, as it currently exists in Luxembourg law, is not affected.

The draft bill makes it clear that the measures it provides cannot be applied to

whistle-blowers. It should also be noted that the scope of the proposal for a

Directive on the protection of persons denouncing infringements of European Union

law of 23 April 2018 is not related to the scope of the present draft bill.

We can expect that the bill implementing Directive (EU) 2016/943 will be passed in

2019. However, a litigation procedure for breach of trade secrets will always occur

in a crisis context. Even though the new bill will significantly improve the situation of

secret holders, it will in practice be impossible to eliminate all the effects of an

unlawful disclosure. In most cases, the damage has already been done. The

possible case of a disclosure abroad necessitating the multiplication of legal

proceedings is also not to be ignored.

Therefore, the protection of confidential information must start with the

implementation of internal measures, which will be very useful in demonstrating to

the judge the secrecy of the data that is intended to be protected. Internationally, it

is also recommended to learn about the culture of confidentiality that exists in the

country concerned, as well as the legal arsenal available. The best protection is

anticipation: companies must tackle the issue of the protection of their trade secrets

head on and adopt measures upstream to limit disclosure.

The article is available on our website

https://www.wildgen.lu/our-insights/article/update-implementation-directive-trade-secrets

17


WIL

DG

EN

IN

SID

E

18


WHAT’S NEW?

Interview Silicon Luxembourg

Cybersecurity’s Human Side January 2019

_On the occasion of the International Cybersecurity Forum (22-23 January

in Lille, France), Silicon Luxembourg released a special edition of its

magazine: "Cybersecurity’s Human Side".

Emmanuelle Ragot, IP/TMT Partner, cybersecurity and data protection expert,

has answered questions from Charles-Louis Machuron (Silicon Luxembourg

founder) on the importance of IP rights protection and data breach risk mitigation.

Read her tips on Silicon Luxembourg's website about:

Protection from cyber threats and industrial espionage risks,

Tools and best practices to protect IP data stored on IT systems,

Legal remedies for IP rights infringement.

Wildgen Assisted Excellium in the Creation of a Leading

European Cybersecurity Group January 2019

_Wildgen is very proud to have advised its client Excellium (a leading cybersecurity company in the Luxembourgish and Belgian markets), in the creation of a leading european cybersecurity group. This new group results from joining Excellium and S21sec (a leading and pioneer Iberian cybersecurity company), through a new Sonae IM investment in Benelux.

Sonae Investment Management (Sonae IM), the

technology investment arm of Sonae, announced it has

acquired a majority stake on Excellium, a market-leading

managed services security provider from Luxembourg, with

presence in Belgium and more than 100 experts.

Read the entire press release on our website.

https://www.siliconluxembourg.lu/protecting-ip-rights-from-hackers/

https://www.wildgen.lu/whats-new/wildgen-assisted-excellium-creation-leading-european-cybersecurity-group

19


Wildgen 4 Children 2018 - des jouets par milliers ! December 2018

_L’édition 2018 de l’initiative Wildgen 4 Children, une collecte de jouets au profit d’associations luxembourgeoises oeuvrant pour le bien-être et le développement d’enfants défavorisés, est officiellement terminée ! Pour sa 5ème édition, l’action a rencontré un succès qui dépasse de loin les précédentes éditions.

Du 20 novembre (Journée Internationale des Droits de l’Enfant) au 08 décembre, ce ne sont pas moins de 19 sociétés luxembourgeoises qui ont fait preuve de générosité et de solidarité en organisant une collecte Wildgen 4 Children dans leurs locaux.

Grâce au soutien de leurs employés et des habitants du Grand-duché, des tonnes de jouets, jeux, livres, équipements sportifs, vélos.... ont fait déborder le hangar de notre partenaire Michel Greco et nous ont permis de battre le record de l’édition 2017 avec 45m3 collectés. Après un tri minutieux effectué par les bénévoles en fonction des besoins des nombreuses associations bénéficiaires, les camions de jouets ont pu être livrés avant la période des fêtes pour le plus grand bonheur des enfants.

Un réel besoin des associations luxembourgeoises...

Samia Rabia, associée à l’initiative du projet, confirme qu'il émane des associations luxembourgeoises un vrai besoin à l'égard de ce type d'initiative. Même si le Luxembourg renvoie l'image d'un pays aisé, de réelles disparités existent. De nombreux enfants vivent des situations complexes que ce soit du fait d'un handicap, d'une maladie ou d'un milieu social défavorisé. L'aide concrète qu'apporte ce projet aux associations et la joie qu'il procure aux enfants est inestimable.

... et des sociétés fortement mobilisées !

Le moins que l'on puisse dire est que, 5 ans après son lancement, la collecte Wildgen 4 Children est bien ancrée dans le paysage luxembourgeois. Le nombre de sociétés impliquées a plus que triplé, passant de 6 en 2014 à 19 en 2018... et l'équipe Wildgen 4 Children ne compte pas en rester là. Elle espère pouvoir compter sur le soutien et la collaboration de toujours plus d’entreprises luxembourgeoises afin de faire le bonheur de toujours plus d’enfants !

Rendez-vous en 2019 !

L’équipe Wildgen 4 Children remercie chacun des donateurs, sociétés partenaires, associations et volontaires qui se sont impliqués dans ce merveilleux projet. N’oubliez pas que, outre cette période de collecte, les associations ont besoin de votre générosité toute l’année ! [...]

L’article peut être consulté en entier sur notre site internet.

https://www.wildgen.lu/whats-new/wildgen-4-children-2018-des-jouets-par-milliershttps:/www.wildgen.lu/whats-new/karine-vilret-joins-wildgen-law-firm

20


Mind & Market 2018: Congrats to the winners! December 2018

_Emmanuelle Ragot, Data, IP/TMT Partner and Head of Wildgen 4 innovation, was proud to be a jury member of the Mind and Market Forum in Luxembourg. She was also honored to reward two start-ups with a prize. Congratulations to all start-ups companies that pitched at the Mind and Market Forum Luxembourg on 13 December 2018 and especially to Food4All (accredited with the jury award by Wildgen and the audience prize) and Label R. (accredited with the jury award by Wildgen and LBAN). Also congrats to ZREALITY GmbH that won the first Mind & Market prize.

About Food4All

F4A, standing for Food4All, is a Software company helping supermarkets reduce their food waste by match-making a demand to a need. It promotes best-before date products via its Apps and inspire its customers with daily recipes made from the promotions. Food4All is a win-win situation for all stakeholders on a national and worldwide level. It engages its customers in its mission by transforming their way of doing their groceries into a positive action for the future of our planet.

About Label R.

Label R. creates the world first ESG and ethical certification for companies & alternative investment funds. The objective: enhance their reputation capital and hereby facilitate business & investments opportunities.



21


Wildgen 4 Women Yearly Roundtable December 2018 _On 7 December, we organised the 2nd edition of our yearly women-only lunch. More than 50 women enjoyed this delightful event and interesting roundtable discussions in a friendly atmosphere with our female partners. Snapshot of the different discussions held during this lunchtime:

Latest Developments in the Fund Industry (in English) with Samia Rabia

Data Protection Essentials (in English) with Emmanuelle Ragot

Corporate Law Hot Topics (in French) with Isabelle Charlier

First Steps of the Application in Luxembourg of the Insurance Distribution Directive (in French) with Karine Vilret

We thank all our guests and partners for their presence in this event and their support and involvement in Wildgen 4 Women throughout the year. We hope to see you at our 2019 events, all sharing the same enthusiasm and commitment.

22


JOIN US!

_Find your spot within our team! Have a look at our open positions:

A Junior Lawyer in IP/TMT (M/F)

Un(e) Avocat à la Cour dans le domaine du Contentieux (M/F)

Un(e) Secrétaire bilingue expérimenté(e) (M/F)

An Experienced Banking Regulatory Lawyer (M/F)

A Senior Finance Officer (M/F)

Deutschsprachige Rechtsanwälte/Rechtsanwältinnen (M/F)

WILDGEN recruits people of various professional levels and believes that each person strengthens our

team. We have lawyers qualified in many jurisdictions who can call on a wide-range of linguistic skills and

competences and are sensitive to the business culture in different jurisdictions.

We believe that the respect we engender from our staff and the sensitivity we have to their needs

makes Wildgen a wellrounded law firm resulting in the provision of a first-class service for our

clients and this contributing to our growth and goodwill.

More info about our open positions on our website

https://www.wildgen.lu/join-us

23


BROCHURES

Wildgen 4 innovation Magazine is Out Now! December 2018

_This year Wildgen 4 innovation celebrates its 3rd anniversary! We

have always heard it’s a difficult stage to get through, but thanks to

your continuous trust our team is ever more widely recognised in

the start-up ecosystem. Since W4i lauching, we have supported and

guided many of the most prominent start-ups through the complex

areas of business law.

The 3rd edition of W4i magazine is all about stories. It promotes the

journeys of emerging and successful businesses we are proud to assist

and relates about individuals in the start-up community who share their

knowledge and experiences. It also introduces some of the organisations

that shape the Luxembourg Start-up Nation and with which we are proud

to cooperate!

This magazine is available on our website

Droit des sociétés luxembourgeois : tableau comparatif

(nouvelle numérotation) July 2018

_ Le 19 août 2016, a été publiée la Loi du 10 août 2016 portant

modernisation de la loi modifiée du 10 août 1915 concernant les

sociétés commerciales et modification du Code civil et de la loi

modifiée du 19 décembre 2002 concernant le registre de commerce

et des sociétés ainsi que la comptabilité et les comptes annuels des

entreprises.

Wildgen propose désormais la version consolidée du tableau comparatif

des anciennes et nouvelles dispositions du Code civil, de la loi

concernant les sociétés commerciales et de la loi RCS. Ce tableau

reprend l'intégralité de la loi modifiée du 10 août 1915 concernant les

sociétés commerciales. Cette publication est disponible au prix de EUR

25 et à titre gracieux pour nos clients. Modalités de paiement et de

commande à [email protected]

Plus d’informations sur notre site internet

https://www.wildgen.lu/our-insights/brochure/3rd-issue-wildgen-4-innovation-magazine-out-now

https://www.wildgen.lu/our-insights/brochure/3rd-issue-wildgen-4-innovation-magazine-out-now

https://www.wildgen.lu/our-insights/brochure/droit-des-societes-luxembourgeois-tableau-comparatif-nouvelle-numerotation

24


EVENTS

Silicon Luxembourg CEO’s Party #03 30 January 2019

_Within the framework of the Wildgen 4 innovation

initiative, Emmanuelle Ragot attends the 3rd

edition of the Silicon Luxembourg CEO’s Party on

30 January 2019. This event welcomes startuppers

and entrepreneurs.

It is an unique opportunity to meet, network and share

about your experience in Luxembourg! Emmanuelle

Ragot, Partner / Head of Wildgen 4 innovation and her

team are looking forward to meeting you.

Event by invitation only.

More information can be found on our website

30 January 2018 – from 6pm

MUDAM

3 Park Drai Eechelen

L-1499 Luxembourg

https://www.wildgen.lu/events/silicon-luxembourg-ceos-party-03

25


Women's Lunch Meetup

Femmes au sein des conseils d'administration

31 janvier 2019

_Dans le cadre de l'initiative Wildgen 4 women,

participez à notre second Women's Lunch Meetup

dirigé par Isabelle Charlier (Associée) et Fleur

Marchal (Senior Associate) et qui abordera le

thème des femmes au sein des conseils

d'administration

Isabelle Charlier et Fleur Marchal, expertes en droit

des sociétés vous proposent d'aborder ce thème au

travers d'aspects pratiques de la gouvernance

d'entreprises et de dresser un inventaire pratique des

aspects juridiques :

Cette session est réservée à un public exclusivement féminin.

Plus d'informations sur notre site internet

Cet évènement se déroulera en Français.

31 janvier 2019 – 12-14h

Wildgen

69, Boulevard de la Pétrusse

L-2320 Luxembourg

https://www.wildgen.lu/events/womens-lunch-meetup-femmes-au-sein-des-conseils-dadministration

26


7th IBA European Corporate and Private M&A Conference

07 – 08 February 2019

_François Brouxel, Managing Partner and Head of

Wildgen Corporate Practice Group attends the 7th IBA

European Corporate and Private M&A Conference to be

held in Paris on 07 and 08 February.

This edition will bring together practitioners from around the

world to discuss the latest developments in corporate law,

such as:

Current legal developments in European private M&A,

The edge of tomorrow - allocating risk between signing and closing in European M&A deals,

Earn-outs – piece of cake or recipe for disaster?

Data protection in the data room – what, when, to whom?

From foe to friend - selling to a (direct) competitor – best practice and considerations,

Belt and suspenders - how to run a dual track transaction in Europe,

America first in M&A? – a comparison of the US, Japanese and European approach to certain deal

terms,

General counsel forum – international M&A viewed from the general counsel office.

Seize the opportunity to meet François during his stay in Paris!

More information can be found on our website

07 – 08 February 2019

The Westin Paris Vendome Hotel

Paris, France

https://www.wildgen.lu/events/7th-iba-european-corporate-and-private-ma-conference

https://www.wildgen.lu/events/7th-iba-european-corporate-and-private-ma-conference

27


Conférence IIA (Institute of Internal Auditors Luxembourg)

Le registre des bénéficiaires effectifs : Notions juridiques

et modalités pratiques

11 février 2019

_Isabelle Charlier, Associée en droit des sociétés,

invitée par l’IIA, donnera une conférence

concernant le registre des bénéficiaires effectifs le

11 février de 12h à 14h.

Le Luxembourg a adopté le 13 janvier 2019 la loi

instituant un Registre des bénéficiaires effectifs, qui a

été publiée le 15 janvier 2019 au Journal Officiel. Le

registre des bénéficiaires effectifs, désigné «RBE»,

aura pour finalité de centraliser et de conserver les données concernant les bénéficiaires effectifs de toutes

les entités immatriculées au Registre de Commerce et des Sociétés, à l’exception des commerçants

personnes physiques.

Comment se conformer à cette nouvelle loi ?

Programme de la conférence :

Cadre légal

Modalités d’identification o champ d’application o bénéficiaires effectifs

Modalités de déclaration o informations à déclarer o acteurs concernés o formalités

Accès au Registre

Sanctions

Délais

Cas pratiques

Questions-réponses

Cet évènement se déroulera en Français.

11 février 2018 – 12h-14h

Novotel Kirchberg

Luxembourg-Kirchberg

Luxembourg Office

69, boulevard de la Pétrusse

L-2320 Luxembourg

Tel: +352 40 49 60 1

Fax: +352 40 44 09

[email protected]

www.wildgen.lu

Follow Wildgen on Twitter, Facebook and LinkedIn:

----------------------------------- If you have a friend or colleague that you think might find this newsletter informative, why not taking it away for him/her? ----------------------------------- To subscribe to this newsletter or to contact us, please send an email to [email protected] ----------------------------------- The present newsletter contains general information only. It is not intended to be, and should not be relied upon as, a comprehensive statement of the law. Therefore, WILDGEN cannot accept any liability for any errors, omissions or opinions contained herein and for the implementation of the principles set out without its active involvement.

London Office

33, St James’s Square

London SW1Y 4JS

Tel: +44 20 3875 0182

[email protected]

mailto:[email protected]

newsletter - wildgen

Documents