LëtzLawfirm, Cabinet d’Avocats

“Elucidating the law”

LëtzLawfirm is an independent boutique law firm that advises on matters of Luxembourg law, specialising in private equity, corporate finance and M&A.

LëtzLawfirm endeavours to provide its clients with tailor-made solutions to complex legal matters and protect them from the legal risks of doing business in Luxembourg. The firm handles matters that are national and multi-jurisdictional in scope

Newsletters

Company law comparative tables

We are pleased to share comparative tables regarding the different types of (i) limited liability companies and (ii) partnerships that may be formed under Luxembourg law. Please feel free to download these tables. We are available for any further questions you may have on the corporate and commercial law aspects of doing business in Luxembourg.

EN Table (1) – SA-SCA-SAS-SARL – Feb25 (final)

EN Table (2) – SC-SCSp-SNC-SCiv – Feb25 (final)

New Luxembourg law transposing the Mobility Directive

Coming soon…

Sabine Hinz (DE – EN – FR)

Sabine Hinz has been working for 25 years as a fully qualified Luxembourg lawyer (Avocat à la Cour) as well as a former solicitor (England and Wales) and Rechtsanwalt (Germany) in private practice in Luxembourg.

A specialist in corporate and corporate finance, she is used to working in complex international transactions to tight deadlines. She has extensive experience in the structuring and restructuring of groups of companies including mergers and acquisitions, conversions, migrations to and from Luxembourg as well as documenting internal and external financing transactions

She is a regular legal advisor with regard to corporate, commercial and banking questions to globally operating enterprises, in particular credit institutions and investment houses. She also has a background in the investment fund field, mostly focusing on non-regulated entities

Fields of Experience

  • General corporate law (structuring, restructuring, divestment and liquidations)
  • Corporate finance (lenders and borrowers)
  • PE investments
  • M&A

Education and Qualifications

  • LL.B. (Hons) in English law with German Law, King’s College (University of London) – 1990
  • Solicitor (England and Wales) following Solicitors Final Examination and two years’ training in a City of London law firm, – 1993
  • Rechtsanwalt (Germany) following transfer test (Stuttgart) –1994
  • Member of the Luxembourg Bar since 2004, admitted to List I (“Avocat à la Cour”)

Patrick Lestienne (FR – EN)

Patrick Lestienne is a seasoned attorney-at-law admitted to the Luxembourg bar with expertise in all areas of corporate law. He routinely acts for clients based in Luxembourg and abroad on a wide range of matters touching upon issues of corporate and financial law, particularly in areas such as mergers and acquisitions, private equity investments, joint ventures, corporate group restructurings and corporate capital and debt refinancing. He also advises operating companies on commercial matters. He has extensive expertise in the structuring, setting up and on-going legal management of private equity funds

Patrick is the founder of Lëtzlaw Academy, a training provider that accompanies individuals and companies in their professional development by providing classes on corporate law in private and public organisations

He is the author of a practical guide on Luxembourg private limited liability companies

Education and Qualifications

  • LL.M. in Transnational Business Practice, University of the Pacific, McGeorge School of Law (Sacramento, California (United States of America)) – 2002
  • Masters degree (D.E.S.) in International and European Law, Catholic University of Louvain (UCL), Belgium – 2001
  • Bachelor’s degree (Licence) in law, Catholic University of Louvain (UCL), Belgium – 2000
  • Member of the Luxembourg Bar since 2003, admitted to List I (“Avocat à la Cour”)

Fields of Experience

  • Corporate law
  • Private equity
  • Commercial law
  • Financial law
  • Non-profits

VALUES

Strong commitment

LëtzLawfirm is an independent law firm focused on providing tailor made legal advice for each client

Expertise

Each with more than 20 years of experience in transactional and operational corporate law in a multi-jurisdictional context acquired at top Luxembourg law firms, Sabine Hinz and Patrick Lestienne are passionate about providing quality legal advice that is in line with the highest standards for legal services

Pragmatism

LëtzLawfirm takes a pragmatic approach when providing legal services to its clients and delivers uniquely client-focused legal advice

Clarity

Lëtzlawfirm’s aim is to draft easily understandable documents and opinions that are accessible to business clients regardless of their knowledge of Luxembourg law

EXPERTISE

Company law

  • General corporate law, mergers and acquisitions
  • Structuring, proposing the preferred legal corporate structure (SA, SCA, SAS, SARL, SCS, SCSp…) and constitution of companies under Luxembourg law , their domiciliation as well as the obtention of business licence and other authorisations,
  • Advising directors and shareholders regarding their powers and duties, delegation of powers, liability and representatives powers
  • Legal advice relating to the day-to-day management of Luxembourg companies (general meetings, boards meetings, annual accounts approval procedure, etc.), corporate distributions (dividends, share redemptions, capital reductions, reimbursement of share premiums and other distributable reserves)
  • Advice on transactions involving equity and/or debt (re)structurings and (re)financings for both holding and operating companies
  • Liquidations and other corporate restructurings (mergers, demergers and other transfers of assets and liabilities by operation of law), corporate conversions and migrations (both into and out of Luxembourg)

  • Assistance to lenders and borrowers in connection with the implementation of the corporate financing of companies
  • Drafting of Luxembourg law governed documents, including loan agreements, pledges (shares, bank accounts and receivables), security assignments, and subordination agreements
  • Review of foreign legal documentation from a Luxembourg legal perspective
  • Review of Luxembourg law governed condition precedent documents, including restructuring documentation, corporate authorisations and group internal financing agreements
  • Provision of Luxembourg law governed legal opinions upon client request regarding the validity and enforceability of the loan documentation

  • Advising on the acquisition of, investment in, and divestment of assets/shares
  • Drafting and negotiation of sale and purchase agreements and related corporate and financing documentation
  • Drafting and negotiation of joint venture and shareholder agreements, investment contracts, complex articles of association
  • Capitalisation of companies (ordinary shares, preference shares, beneficiary shares and other corporate instruments) and debt financing (loans and issues of simple and convertible bonds)
  • Equity funding (increase of share capital, authorised capital, offsetting of receivables, contribution to the 115 account LSCA, incorporation of reserves, profits or share premium and similar premiums)
  • Legal advice on specific technical corporate and financing issues (memoranda…), restructuring and refinancing of companies

  • Due diligence of holding companies (SOPARFIS) and operational companies doing business in Luxembourg or abroad
  • Creation of corporate law templates for all forms of Luxembourg companies: standard articles of association, share registers, shareholder and board meeting minutes, (capital variation, distribution of share premium, 115 account LSCA and other distributions), contracts (contributions, share/ asset transfers, redemptions), proxies, liquidations, reports, advances, etc.

  • Offering independent directorships for holding and group companies
  • Legal advice relating to the day-to-day management of the legal and corporate affairs

  • Accompanying entrepreneurs and companies as regards the launch and maintenance of their startup from a corporate and contract law perspective
  • Drafting of requisite legal instruments, including articles of association, shareholder agreements, capitalisations, (re)financing, profit-sharing plans, entry of new investors, shareholder and board meetings

  • Legal advice on the creation and set-up of non-profit organisations (ASBL, foundations, social impact companies (SIS)) as well as on issues relating to their day-to-day management
  • Patrick is able to contribute his experience as active member and director of several ASBLs

  • Providing tailor made training in Luxembourg companies law for clients, including domiciliary agents, accounting firms, law firms, operational companies, etc.
  • Giving a standard in-depth 35-hour course covering all aspects of Luxembourg companies law: https://www.letzlaw-academy.com/product-category/07-luxembourg-companies-law/
  • These courses are designed for legal practitioners, entrepreneurs and managers whether they wish to learn basic concepts or deepen their existing knowledge

PUBLICATIONS

La SARL luxembourgeoise,
Practical guide

Patrick Gwénolé LESTIENNE
Lëtzlaw Academy, 2021, 280 pages

CONTACT

info@letzlawfirm.lu

17, rue des Merisiers
L-8253 Mamer

+352 27 99 04 86