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CASE STUDIES

Take a look at what the Justlex Team has been recently working on

Case Studies

Case Study 1

Legal Domain : Company law

Theme : Family succession

Jurisdiction and Applicable Laws:

 Case :  “Transfer of shares in a Luxembourg public limited company”

Case Study 1

In the context of a family succession inter vivos, a joint stock company owning numerous real estate assets was sold by its parents to their children with a repurchase agreement and deferred payment of the share price in the form of a loan from the seller to the buyer. Five years later, the repurchase agreement was cancelled and the company was donated outright to its successors.

Case Study 2

Legal Domain : Company law

Theme : Mergers, demergers and acquisitions

Jurisdiction and Applicable Laws: International law – Cross border

Case : “ Merger by absorption between a Spanish company and a Luxembourgish company ”

Case Study 2

Merger in which we dealt with the absorption by the Luxembourg holding company of one of its European subsidiaries, dedicated to property management. The European subsidiary owned several properties in different locations in the third country including a shopping centre and some villas and flats. The complexity was increased by the fact that the legislation of the third country provides for different laws depending on the region where the property is located. At the end of the transaction, the Luxembourg company was transformed from a holding company into a commercial company, applying for a VAT number and organising an administrative service for the direct management and invoicing for rents and sales related to the property complex. Following the merger, the Luxembourg company proceeded to develop the real estate sector with real estate purchases and sales in four different European countries.

Case Study 3

Legal Domain : International law and Trust

Theme : Banking law

Jurisdiction and Applicable Laws: Luxembourg and Italian law and jurisdiction

 Case : “International laundering and false billing”

Case Study 3

This very complex case, concerns charges of international money laundering and suspected false invoicing executed through sophisticated off-store structures and trusts under international law. The charge was brought by the judiciary of a European country against a well-known credit institution and its group and Luxembourg branch legal representatives. The prosecutor's office carried out preliminary investigations for nearly six years, corroborated by multiple international letters rogatory, which made it necessary to take the defense of the bank and its executives of the ordinary Luxembourg and local instances in the country of origin of the accusation (with a request for the release of assets), all the way to the European Court of Human Rights. The case was resolved with the dismissal of the positions of the banks and managers involved at the group and Luxembourg level represented by Justlex, and the indictment of all other defendants.

Case Study 4

Legal Domain : Real estate law and hotellerie

Theme : Long-term lease of property

Jurisdiction and Applicable Laws: Luxembourg civil law

 Case :  “Short-term lease of apart hotels”

Case Study 4

The case concerned a property dispute over the qualification of a short-term contract concluded between the plaintiff and the defendant. In fact, the judge had to investigate the intention of the parties to the contract, determining whether it could be qualified as a hybrid contract of the 'flat hotel', 'serviced apartment' type, or as a lease for residential use, as it was similar to this type of agreement. Moreover, the judge did not qualify the ancillary services to the accommodation as "predominant services for a serviced apartment" (i.e. one of the prevailing criteria according to the judge for the qualification of a hybrid contract or a "serviced apartment" type contract), defining that the premises were used for residential purposes and not for accommodation.

Case Study 5

Legal Domain : International contracting

Theme : Recruitment of an expatriate to a management position

Jurisdiction and Applicable Laws: Law and jurisdiction in Luxembourg and a Far Eastern country

 Case :  “ Employment contract for apical position ”

Case Study 5

The client company is a leader in the first division of one of the top football leagues in Europe and bases a large part of its turnover on the sale of TV rights, concessions of image-related rights and the worldwide sale of articles produced under its own brand name. The company found itself in the need to replace the managing director of one of its most important foreign subsidiaries. The transaction required the evaluation and harmonisation of the contractual parameters, terms and conditions between the two countries involved. Being a country under Roman-Napoleonic law and a country in the Far East, every contractual detail was carefully scrutinised, in coordination with a local law firm, from remuneration, taxation, expatriate pension contributions, to contractual termination clauses, including severance payments and golden parachute

Case Study 6

Legal Domain : Contract law

Theme : International litigation

Jurisdiction and Applicable Laws: Luxembourg law

 Case :  “International Share Trading ”

Case Study 6

The case concerned two Luxembourg companies that had entered into a contract for the sale and purchase of shares in a company with its registered office in a non-European country, of which the seller was the sole shareholder. A few years after the conclusion of the sale and purchase agreement, the buyer requested the seller to pay taxes due on the non-European shareholding in question, claiming that as a previous shareholder of the latter, the seller was obliged, under the terms of the agreement, to bear the payment of such taxes because they had accrued to the non-European shareholding in a period prior to the sale. Justlex was consulted by the seller in order to issue a legal opinion on the relevance of the buyer's claim and to draft the relevant settlement agreement between the parties.

Case Study 7

Legal Domain : Real estate law and hôtellerie

Theme : Long-term lease of property

Jurisdiction and Applicable Laws: Luxembourg civil law

 Case :  “Rental contract for a property in the tourism and hôtellerie sector ”

Case Study 7

The client is a major group active in the international hotel industry and approached our firm for support in the negotiation and preparation of a lease contract for an important property in the city center, with the aim of using it in the tourism and hotel business for a period of more than fifteen years. The negotiation was concluded six months later with an over ten-year lease, assorted with collateral, inventory of the structure and a major loan from the owner, to complete the renovation work and make the property ready for use. There is also a purchase option in the event of sale and clauses to release the property in the event of Covid confinement, pandemic or force majeure

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