Practice areas
Company Law – Mergers & Acquisitions – Commercial Law
Highly rated by international publications and legal directories, our team provides expert advice to national and multinational groups, private equity firms, international and local banks, companies, individuals as well as private families, on the incorporation of legal entities, day-to-day corporate formalities, corporate governance, shareholders’ agreements and corporate reorganisations and restructuring for listed and private companies in all their forms.
Mergers and Acquisitions
Bonn & Schmitt regularly advises national and international clients on complex cross-border and domestic transactions both individually or as part of a joint venture and our firm provides in this context inter alia due diligence services, contract negotiations and follow-up, structuring and restructuring services, regulatory and competition assessment, involving also administrative and labour law aspects.
With a team that has worked on the headline transactions in Luxembourg, over the last 25 years, we have gained a deep experience in this field from being involved in most of the major transactions.
Key contacts: Frédéric LEMOINE, Chantal KEEREMAN, Cédric BELLWALD
Banking & Finance
Our banking and finance lawyers have extensive experience in syndicated and non-syndicated financing transactions. We have advised on numerous domestic and international real estate, acquisition and project finance transactions, advising both lenders and borrowers in this field. Clients value the in-depth specialist knowledge and responsiveness of our team members.
We assist local and international financial institutions and investments firms in a wide range of legal and regulatory matters (including the drafting of their legal documentation and the negotiation of complex contractual terms with their counterparts). The team advises and guides our clients through their licensing process in Luxembourg as well as the offering of cross-border banking and financial services in the European Union.
Together with their colleagues from the litigation department, our banking and finance lawyers further provide their expertise in national and international financial disputes.
Key contacts: Alex SCHMITT, Françoise PFEIFFER
Capital markets, Securities Law and Regulation
Our financial regulatory experts provide qualified and comprehensive advice to market participants in a financial market environment affected by ever-increasing regulation.
We represent clients towards Luxembourg’s regulatory authorities, including the financial supervisory authority (Commission de Surveillance du Secteur Financier – “CSSF”) and the Luxembourg Stock Exchange (“LSE”). Our team is seasoned in assisting with securities offerings and listings in Luxembourg on the Euro MTF as well as the EU-regulated LSE market (ranging from the drafting of prospectuses and related documents to the handling of the submission process with the CSSF and the LSE and of all other legal aspects of public securities offerings). We are further regularly acting for issuers, underwriters and arrangers in connection with securities listings by Luxembourg issuers on other alternative and EU-regulated stock exchanges.
Structured Finance and Securitisation
We provide tailored and reliable advice in respect to a broad range of structured capital markets products. Our attorneys have in particular a long-standing experience in advising on repackaging and securitisation operations of all types of asset classes (including lease receivables, commercial loans, non-performing loans, commercial/residential mortgage-backed loans).
Working alongside the teams of other EU and international law firms, we act as Luxembourg counsel to both arrangers and originators in sophisticated structured finance transactions. Our team is praised for its solution-oriented and proactive approach.
Key contacts: Nicolas WIDUNG, Françoise PFEIFFER
Investment Funds & Asset Management
Asset Management and Services
Our experienced team provides a full range of legal services to clients in the asset management and investment services industry.
We assist our clients with all legal, regulatory and tax issues involved in establishing and operating Luxembourg-based investment firms as well as EU based clients wishing to provide investment services under home member state regulation together.
Once established we provide ongoing support with legal aspects of day-to-day operations including ongoing regulation issues, legal assistance with securities lending documentation, as well as reorganisation of business lines and collaboration on product development.
Investment Funds (UCITS, UCI, AIFs, SIF, SICAR, SPF, RAIF, Private Equity, Real Estate, Hedge Funds,...)
We provide expert and customised advice on the structuring, authorisation and ongoing servicing of all types of Luxembourg investment funds from traditional retail products such as UCITS (Undertakings for Collective Investments in Transferable Securities), to the full spectrum of regulated AIFs (Alternative Investment Funds), such as SIFs (Specialised Investment Funds) and SICARs (Investment Company in Risk Capital) and non-regulated AIFs, such as RAIFs (Reserved Alternative Investment Funds). We also advise clients providing supporting management, administration, custody, and distribution services to investment funds.
Our firm has a significant expertise covering all asset classes, such as venture capital, real estate, infrastructure, debt, pension, hedge funds, private equity funds and family office vehicles.
We are especially known for our work with innovative private equity vehicles, incorporated, unincorporated, regulated and non-regulated.
As a leading advisor in this field who has represented top risk capital investors and structured a significant number of deals in this area, we have the resources to assist and handle the most complex structures and operations.
Our team also handles financing and security packages for both domestic and foreign projects set up through Luxembourg investment vehicles and further assists on more complex financing techniques such as Commercial Mortgage Backed Securities (“CMBS”) issuances.
Key contacts: Alex SCHMITT, Maria CHIAPOLINO
Private Equity
Our private equity team has a long tradition to assist several long-standing major private equity funds during the entire process of their investment from the acquisition to the divestment.
Within this framework, the Bonn & Schmitt’s private equity team will support its clients in the acquisition stages of their investment. Thus, Bonn & Schmitt will conduct any legal and tax due diligence on the relevant target companies and will participate to the negotiation and drafting of the share purchase agreement and any related agreements (e.g. letter of intent, non-disclosure agreement, exclusivity agreement etc).
From the deal structuring side, Bonn & Schmitt is instructed by its clients to help them in the setting up in Luxembourg of complex investment holding platforms for the purposes of acquisition of their target companies either in Luxembourg or in any other foreign jurisdictions and the planning of their exit events. In this respect, our team has developed a deep experience and knowledge in corporate financing via equity or debt. Similarly, our team has a strong expertise in the drafting of the shareholders’ agreements put in place by our clients with their co-investors. Our team has also a strong expertise in the establishment of management participation programs.
Our team implements inventive and efficient exit strategies for its clients following their divestment.
The firm is also a member of LPEA (the Luxembourg Private Equity & Venture Capital Association).
Key contacts: Frédéric LEMOINE, Cédric BELLWALD
Insolvency & Restructuring
Our team regularly advises on domestic and international insolvency and restructuring issues to a diverse group of national and foreign clients in the most different areas (e.g., securitization, insurance linked structures, leasing structures, finance structures, banking entities etc…).
We also advise on standstill agreements and refinancing and restructuring operations that prevent the reputational damage of a public insolvency procedure.
Key contacts: Alex SCHMITT, Cédric BELLWALD
Litigation & Dispute Resolution
Bonn & Schmitt advises domestic and international clients in civil, commercial and corporate cases, including complex shareholders’ litigation, contract litigation and professional liability.
We assist lenders, shareholders, creditors and debtors at every stage of bankruptcy and insolvency litigation procedures as well as in cross-border enforcement matters.
The firm also advises on civil liability: tort and contractual liability, including liability under common law, liability of bankers and professionals in the financial sector, liability of manufacturers (judicial expertise, failure to respect delivery times, defects and faulty workmanship,…), responsibility of doing things, responsibility of the constituents because of their agents, responsibility for defective products, etc.
Furthermore, our team is widely experienced in arbitration and dispute resolution and regularly represents clients in arbitration proceedings under both ICC rules and Luxembourg law.
We also provide the full range of banking and finance litigation services and represent our clients in dealings with the Luxembourg Stock Exchange (LSE) and the Commission de Surveillance du Secteur Financier (CSSF).
The significant experience in the field of dispute resolution and the understanding of European and Luxembourg case law makes the firm a privileged partner to advise and represent clients before all Luxembourg jurisdictions, in order to ensure the best possible outcome for our clients. The practice of litigation includes representation and assistance before the highest courts of Luxembourg, as well as before the Court of Justice of the European Union (Luxembourg) and the European Court of Human Rights (Strasbourg).
The field of litigation requires not only a thorough knowledge of legislation in all areas, but also a long-term experience as well as an adapted strategy, which the law firm is able to provide. Our lawyers adopt a pragmatic and effective approach and always encourage an out-of-court solution to lengthy court proceedings, such as domestic and international arbitrations or mediation.
Key contacts: Alain GROSJEAN, Cédric BELLWALD, Pol STEINHÄUSER
Labour Law & Social Law
The lawyers of the firm advise and represent clients in labour law and social security law.
Our team assists and advises both companies and employees, employee representatives and associations throughout an employment relationship.
Gabriel BLESER and Alain GROSJEAN are the Luxembourg representatives in matters of labour law within the IRGLOBAL network.
We support our clients through to the conclusion of employment contracts (probationary period, fixed-term contracts, indefinite period contracts, contract clauses), the execution of the employment contract, and in the event of termination of the employment contract (dismissal, resignation, termination by mutual agreement).
We also intervene as a preventive measure when it comes to negotiating complex issues with staff, employee representatives and trade unions, including collective redundancies and social plans.
We assist companies in their administrative procedures.
The firm represents and assists its clients before the labour courts of the Grand Duchy of Luxembourg.
Key contacts: Alain GROSJEAN, Gabriel BLESER
Insurance Law & Reinsurance Law
Our insurance law team regularly advises major insurance and re-insurance companies operating in the European market on regulatory matters and represents them in their dealings with the insurance regulatory agency in Luxembourg (the “Commissariat aux Assurances”) as well as ensuring compliance with applicable rules during corporate restructuring.
Our team also assists in the review of insurance contracts including general terms and conditions.
Key contacts: Chantal KEEREMAN, Françoise PFEIFFER
Real Estate Law – Construction Law – Urbanism Law
Our team advises on real estate law, construction law and urbanism law.
We advise all actors in the real estate sector, namely: owners, lessors, tenants, trustees, real estate agents, developers, contractors and architects and engineers, in all their projects from A-Z, on liability (legal, contractual and tortious), drafting mandates, company contracts, subcontracting contracts and temporary partnership contracts.
We advise real estate professionals and non-professionals on all their conflict and non-conflict situations as well as in their dealings with public administrations. We represent our clients' interests before the administrative and Luxembourg courts.
In the field of construction law, we advise more specifically on construction site litigation and the liability of builders and insurers.
In real estate law, we advise on the drafting and negotiation of leases (residential leases, professional leases, firm leases), occupancy agreements, sureties and guarantees, sub-leasing, assignment, renewal, termination, judicial determination of rents and eviction and occupation indemnities. We also advise on rent and expense recovery litigation.
Finally, our team also advises on urban planning, in particular in the context of the establishment and modification of development projects (PAP establishment or modification, PAG modification, assistance for claims, project management assistance, environmental law, etc.), building permit applications, changes of use, classified establishments (commodo-incommodo). We regularly take action before administrative and civil courts in this area.
Key contacts: Cédric BELLWALD, Pol STEINHÄUSER
Corporate and International Tax Advisory
Our practice covers all aspects of tax planning, structuring financial transactions for optimized tax results and monitoring the creation of local corporate or fund vehicles and financial instruments to achieve the expected outcome under local tax legislation, bilateral tax treaties and EU rules.
We employ this knowledge for the benefit of multinational corporate groups, institutional and private investors and high net worth individuals alike.
We have significant experience in international group restructuring and help domestic businesses and multi-national companies to manage their tax burdens and risks by providing truly independent advice.
We always consider the economic consistency of the structure vis-à-vis transfer prices and local functional substance in the countries involved to detect vulnerabilities to potential challenges by local or foreign tax authorities and to provide clients with an effective solution.
The members of our tax team have a transversal knowledge of the different legal and economic aspects involved with respect to a wide range of investments, allowing a total optimization in all areas with respect notably to an M&A restructuring or a private equity deal and by also assisting our others departments dealing with problematics implicating tax aspects.
Indirect Taxes and VAT
We provide specialty advice to banks, undertakings for collective investment, private equity and institutional investors to address the continuous evolution of VAT case law and administrative practice following the BBL, Abbey National and GFKL cases, and the consequence of being regarded as VATable or not in a cross-border context.
Registration duties, which in Luxembourg are rooted in legislation dating back to 1796, must also be continuously kept in mind when drafting documentation for most financing transactions.
Our Tax team monitors the rules, rates and jurisprudence (European Court of Justice or national courts); it advises on indirect tax strategies that manage the impact of these taxes on the company and represents companies before the indirect tax authorities.
Key contacts: Frédéric LEMOINE, Alex SCHMITT
Administrative Law & Administrative Litigation
https://www.bonnschmitt.net/team/erwin-sotiriOur lawyers have significant experience in advising and litigating in public and administrative law.
We defend the interests of our clients before the administrative courts, as well as before the Constitutional Court, facing decisions issued by national authorities or municipal or semi-state bodies.
The law firm has a solid experience in the public sector law on a national level (civil servants and employees of national and municipal administrations), such as on the European level.
We advise authorities, individuals and companies on all matters relating to public bodies.
Our lawyers continue to provide assistance to the public sector accountability regime and advise economic actors on public procurement issues and procedures.
Key contact: Gabriel BLESER
EU Law - Competition Law & Antitrust
Most of the legislation comes from the transposition of European Union (EU) directives and regulations. A thorough knowledge of EU law is an important asset to advise and defend the interests of the firm’s clients.
The firm’s team advises on all aspects of EU law, a subject in full development, and pleads cases before the Court of Justice of the European Union on the Kirchberg plateau, in Luxembourg.
Gabriel BLESER is one of the few Luxembourg experts in EU and Luxembourg competition law and regularly represents companies before the Luxembourg competition council. He was the first general rapporteur of the Competition Inspectorate in 2004. Our team advises on cartels, leniency applications, abuse of dominant position, joint ventures, distribution and licensing contracts, claims for damages, European and Luxemburgish merger control, state aid. It also assists clients in procedures before the Competition Council in Luxembourg.
We assist our clients in investigations conducted by the European Commission and the Luxembourg Competition Council, as well as in the case of sector inquiries, market studies and surprise inspections of cartels. We conduct audits in the area of competition law, develops competition compliance programmes, trains and prepares its clients who are confronted with such investigations and inspections.
The significant experience of Bonn Schmitt in European law enables it to effectively defend the interests of international and Luxembourg companies. Our team is also involved in sectoral regulation, particularly in the energy (gas, electricity) and transport sectors and represents clients before the Luxembourg Regulation Institue (ILR).
Our lawyers have particular knowledge of proceedings before the European Court of Justice, the European Union Tribunal, the European Commission and the Luxembourg Competition Council.
Our expertise in European Law and the procedural rules specific to these jurisdictions is a key factor in defending our clients' interests.
Key contact: Gabriel BLESER
Economic Criminal Law & International Criminal Law
Our team of criminal lawyers advises and represents clients before national and international criminal courts, during all phases of criminal proceedings, both for their defense and as civil parties - victims.
We provide effective assistance and defense in all criminal matters and more generally we also advise in the prevention of a risk in criminal matters.
Cédric BELLWALD is recognised for its expertise in Criminal Law in general, and particularly in the field of White Collar Crime.
The criminal expertise of the firm includes anti-corruption and anti-money laundering issues, mutual legal assistance (MLA), seizure of funds/bank accounts, misappropriation of funds, market abuse, corruption and fraud (including tax fraud).
The law firm also advises directors of companies, particularly professionals of the financial sector, with respect to the expanding criminalisation of economic and commercial activities, particularly financial activities, which require special supervision and assessment.
Key contact: Cédric BELLWALD
TMT & IP
Intellectual property
We assist our clients in tackling complex author rights and other types of IP issues, and provide counselling in relation to the licensing, enforcing and infringement prevention of those rights.
Our Practice areas include:
- Copyright on Music, TV and Audiovisual works
- Software protection
- Trademarks and domain names protection
- Intellectual property litigation and dispute resolution
The firm is a member of APSI (Association of Professionals of the Information Society) and of the AIPPI (Association Internationale pour la protection de la Propriété Intellectuelle).
Copyright on Music, TV and Audiovisual works
Our work includes:
- Advising several collective rights management societies (CMS) on licensing their rights
- Drafting of Music and audiovisual works licensing agreements
- Drafting of TV channel licensing agreement
- Drafting of production and distribution of musical work
- Advising on Music bands management and music licensing
- Representing CMS’ regarding collection and recovery of royalties
Key contacts: Alain GROSJEAN, Erwin SOTIRI
Software protection
We seek and provide strategic advice, creative solutions, and counselling to our clients on the development, distribution, acquisition, protection, licensing, and property transfer of software, to individuals and companies.
Our work includes:
- Advising on Open-source licenses and their management
- Drafting of sale and purchase of software agreements
- Drafting of software as a service (SAAS) agreements
- Advising IT companies on licensing and distribution of software rights
Key contacts: Alain GROSJEAN, Erwin SOTIRI
Trademarks and domain names protection
Our work includes:
- Trademarks filings and applications
- Trademarks oppositions
- Maintenance, renewal and correction of trademarks registrations
- Seizure and actions against counterfeited products
- Trademark licensing
- Drafting of franchising agreements
- Several successful landmark litigations on trademark issues
Key contacts: Alain GROSJEAN, Erwin SOTIRI
Intellectual property litigation and dispute resolution
Litigation is one of many options available to businesses as part of their offensive and defensive strategies. Our attorneys efficiently and effectively handle all of the details and issues that may arise at any stage of both simple and complex litigation.
Our firm’s practice involves trademark and copyright infringement litigation, as well as trade secret and unfair competition litigation.
Technology and competition litigation
We have assisted operators of telephony, cable and broadcasters in defending their rights regarding competition issues whether in court or in the administrative proceedings engaged with competition and telecommunication regulators.
In technology litigation cases, the successful presentation of a client’s case requires that the attorneys understand the technology involved. While some technical areas are less complex, frequently our attorneys must bring their substantial technical experience to bear on the case in order to translate the subject matter into a form understandable by technically unsophisticated judges.
Alternative dispute resolution
The firm recognizes that protracted litigation sometimes represents a “no win” situation for both sides, and we therefore work with clients to develop alternatives to traditional litigation. As a result, we have developed extensive experience with alternative dispute resolution procedures, including mediation and negotiation.
Key contacts: Alain GROSJEAN, Erwin SOTIRI, Gabriel BLESER
Information Technologies
The firm has developed a unique expertise in technologies and fintech.
Our Practice areas include:
- Cryptocurrencies, Fintech and Decentralised Finance (DeFi)
- Games & e-Sports
Our firm has developed unique solution of secure software escrow.
The firm is a member of APSI (Association of Professionals of the Information Society) and of the AIPPI (Association Internationale pour la protection de la Propriété Intellectuelle).
Crypto, Fintech and DeFi
Our work includes:
- Advising on financial products with underlying cryptocurrencies
- Advising crypto companies on DAO governance
- Advising gaming companies and digital content providers on virtual currencies issues
- Advising on smart contracts
- Advising on business models in relation with non-fungible tokens (NFT)
Key contact: Erwin SOTIRI
Games & E-Sports
Games or e-Sports may require lawyer's assistance to ensure copyright protection (and of other IP rights) over the user content circulating through those e-sports platforms, over the e-sports platforms themselves as well as their successful exploitation through contract negotiations, licensing agreements, merchandising agreements, sponsorship agreements.
Our work includes:
- Advice in relation with age rating systems
- Advice in relation with compliance with gambling laws and regulations
- Drafting and reviewing of in-game terms and conditions and policies of MMORPG games
- Advice regarding distribution and publishing rights
Key contact: Erwin SOTIRI
Software Escrow
One of the key decisions when it comes to intellectual property assets is to find a mechanism to protect software data, software code and technologies.
In the public sector, hardware and software systems form the backbone of the networks that run command, defense systems, communications, computers, cyber-intelligence, key infrastructures etc. Most often these developments are accomplished with the help of software and technologies coming from the private sector. Safeguarding and updating this technology is essential for administrative tasks and infrastructures to run properly.
Classified software or technology involves sensitive information with restricted access, where it is crucial that no unauthorized access to the sensitive data is possible. On the other hand, all deposits or releases must be carefully monitored.
Technology escrow is a service that mitigates the risk of technology development or acquisition. If in the future, the developer is no longer able to support the product for reasons specified in the escrow agreement—such as bankruptcy, obsolescence, merger, or acquisition—the technology buyer (Beneficiary) will still have access to the source code, intellectual property, and other “know how” to keep their mission-critical applications and systems up and running.
Our firm provides with the assistance of our partners software escrow solutions aimed to help and secure software developers and their licensee clients in case of bankruptcy or inability to continue providing maintenance and updates.
Key contact: Erwin SOTIRI
Data Protection
RegTech and Data Protection compliance
Our team has developped significant experience in data protection issues and assists its clients in the implementation of the General Data Protection Regulation (GDPR), which came into force on 25 May 2018 and represents its clients before the National Data Protection Commission.
Given the possibility for the National Data Protection Commission to impose fines of up to 4% of turnover, it is important that companies act in accordance with the GDPR.
We carry out audits and offer tailor-made solutions adapted to the size of the company and your needs.
Our work includes:
- Advising private and public companies on RegTech and data protection compliance
- Advising on drafting of privacy policies
- Advising on data protection in relation with surveillance measures at workplace
- Advising on the drafting and negotiation of contracts and general conditions
- Data security consulting
- The establishment of processing registers
- The adaptation of your employment contracts, internal regulations and confidentiality policies
- The defence and representation before the NCDP and/or before the courts
Our firm offers complete set of services aimed to companies processing or transferring data inside and outside the EEA countries.
The firm is member of APDL (Association pour la protection des données au Luxembourg).
Key contacts: Alain GROSJEAN, Gabriel BLESER, Erwin SOTIRI
Our International Connections
The firm can assist its clients abroad and in cross-border transactions thanks to its membership of 2 international networks:
IR GLOBAL is a multi-disciplinary professional services network that provides advice to companies and individuals in over 155 jurisdictions.
VOGEL & VOGEL GLOBAL COMPETITION NETWORK is a network of 59 specialist firms worldwide and is the only competition network recognized by Chambers Global 2017 and 2018 and is ranked in band 1. Our clients may benefit from the services provided by the Network, a privileged introduction to the leading competition specialists.
CONTACT
BONN & SCHMITT, S.à r.l.
148, Avenue de la Faïencerie
L-1511 Luxembourg
Adresse postale: BP 522 L-2015 Luxembourg
E-mail : contact@bonnschmitt.net
Phone : +352 27 855-1
Fax : +352 27 855 855
CONTACT US
CAREER
Current vacancies:
- We are looking for a Senior Associate / Counsel - BANKING, FINANCE & CAPITAL MARKETS TEAM
- We are looking for an ASSOCIATE / SENIOR ASSOCIATE - INVESTMENT FUNDS
Spontaneous application:
Our firm is always looking for talented and motivated lawyers. Please send your application with a CV by e-mail to: humanresources@bonnschmitt.net
All applications will be treated confidentially.