Our legal practice areas
Although WOLFF & PARTNERS primarily serves international corporate, private equity, and investment funds clients, we have also acquired substantial experience representing banks and lenders in leveraged transactions, restructurings, and bankruptcies. We have been involved in the negotiation, management, and closing of several high profile mergers and acquisitions and serve as primary foreign counsel to several hedge funds and private equity funds.
Our firm also has a strong tax practice, which has enabled us to advise several global clients on a regular basis with respect to their international tax structures.
WOLFF & PARTNERS has extensive experience advising on a wide array of corporate and investment transactions and is well positioned to guide domestic and international clients through structuring, regulatory, and transactional matters.
We have specific expertise and experience in structuring investments under Luxembourg law that appeal to international clients due to their effectiveness and legal certainty. These instruments include, without limitation, the use of Luxembourg companies as special purpose vehicles, holding companies, securitization vehicles, specialized investment funds, as well as entities organized for family wealth management and structures organized to benefit from Luxembourg’s favorable intellectual property regime.
Our extensive involvement in numerous transactions involving elements of civil law and common law has perfectly positioned us to understand the differences in the legal systems and the manner in which these differences can impact the understanding of various parties, as well as transactions as a whole. This understanding and experience allow us to guide our clients through the complexities and peculiarities of international transactions.
We have also developed a keen understanding of the business environment and believe that our commercial and financial acumen compliments our legal expertise and allows us to provide practical and efficient legal advice that addresses our clients’ unique commercial and legal needs. Even though we do have substantial knowledge of the international legal and business environment, we restrict our formal legal advice to Luxembourg law.
WOLFF & PARTNERS aims to meet all the organizational, corporate, and administrative needs of our clients, and therefore offer a range of services, including business services, trust services, registered agent services, and fiduciary services.
Our core legal practice areas include :
CORPORATE, FINANCE & TAX PRACTICE
Wolff & Partners provides a full suite of corporate, finance and tax services to assist domestic and international clients with the setup and day-to-day operation of their Luxembourg companies and advises on a wide range of corporate matters, including mergers, acquisitions, corporate restructurings, bankruptcy and insolvency processes and proceedings. Our corporate, finance and tax expertise allows us to coordinate complex domestic and international corporate transactions, including international corporate restructurings.
Mergers & Acquisitions
We advise on all aspects of buying and selling legal entities and assets in or from Luxembourg, and routinely work with other law firms and service providers. We have extensive experience providing legal advice to private companies on :
- Domestic and cross-border merger and acquisition transactions
- Transactions involving a change of control
- Joint ventures and strategic alliances
- Complex international corporate restructurings
- Recapitalizations and liquidations
- Asset deals
- Complex shareholders agreements
Private Equity
We have extensive experience advising private equity fund managers and investors on all aspects of the structuring and organization of private equity investments and investment transactions involving private equity and real estate investments. We can guide you through the initial structuring of investments, assist with the negotiation of acquisitions and financing of private equity investments, and advise on shareholders agreements and management incentives, such as stock option plans. We have worked with private equity managers across multiple industries and have extensive experience in aircraft finance and real estate transactions.
Banking and Finance
Banking and finance law is one of Wolff & Partners’ core practices. We advise banks, financial institutions, asset managers, investment funds, and borrowers on banking and financial law matters, as well as the structuring and documentation of financing transactions. We have extensive experience in:
- Acquisition financing
- Asset-backed finance & securitization
- Project financing
- Islamic finance.
Startups and Mid-market Companies
We have extensive experience advising startups, in particular FinTech, RegTech and Biotech companies, and advise entrepreneurs, founders and their investors in navigating Luxembourg’s laws, regulations and compliance requirements. We combine our intellectual property, tax, and fund and transactional expertise to advise on:
- Structuring of holding and operating companies
- IP structuring
- Fundraising
- Stock option plans
- Technology and commercial contracts
- Strategic partnerships.
Investment Funds
Luxembourg is the investment fund center of Europe, second in the world only to the United States. Luxembourg’s status as a major player in the investment funds market has been cemented by a legal and regulatory framework that offers unparalleled flexibility in fund structure and design that allows products to be tailored to the needs of clients and markets, while also providing rigorous investor protection.
Luxembourg also offers a range of legal instruments for the structuring of investment funds, from unregulated corporate structures, such as the SOPARFI (financial holding company) and the SPF (private wealth management company), to regulated fund structures, such as the SIF (specialized investment fund) and the SICAR (venture capital investment vehicle).
Luxembourg has become the destination of choice for promoters wishing to market their investment funds worldwide.
We are involved in setting up Alternative Investment Funds (AIFs) as well as Reserved Alternative Investment Funds (RAIF) and advising asset managers with regard to the fund setup process, including advising on the most appropriate fund vehicle, preparing of the required documentation, securing any required regulatory approvals, and assisting with the formalities associated with the launch of an alternative investment fund and coordinating all service providers. We are not only able to advise general partners with regard to set up of investment funds but also limited partners and institutional investors when negotiating their participation in alternative investment funds.
Our complimentary tax practice positions us to provide tax advice to advise fund managers relating to the efficient structuring and set up of the fund, carried interest entitlements of investment managers, and the remuneration pack of investment fund managers.
Our investment fund practice extends beyond merely advising on the legal process of setting up an international alternative investment fund. We are available to address unforeseen events or to assist in the daily operation of the alternative investment fund. We assist throughout the lifetime of a fund and are available to advise on developing new strategies and deploying new assets, as well as regulatory, strategic, marketing, and operational requirements.
GLOBAL COMPLIANCE, REGULATORY & INVESTIGATIONS
Wolff & Partners’ Global Compliance, Regulatory & Investigations practice advises regulated institutions and private and public companies in Europe in relation to:
- Anti-money laundering
- Preparation or review of policies, procedures and risk matrices, expert advice on cross-border AML issues, and AML training.
- Economic sanctions
- Global risk assessments, implementation of international compliance programs, and advice on issues related to economic sanctions.
- Anti-bribery / corruption & whistleblowing
- Implementation of compliance programs in accordance with international best practice, including aspects of the US FCPA, the UK Bribery act and the French loi Sapin II
- Compliance Programs
- Establish compliance programs designed to detect and prevent fraud, market abuse, human rights violations, economic sanction avoidance, etc.
- Regulatory
- Advising clients on regulatory such as licensing process, MIFID 2, IDD, PRIIPS, MiCA, PSD requirements.
- ESG
- Supporting clients on SFDR, Taxonomy, CSRD, CSDDD advisory, reporting, diligences, mapping and policies.
- Data protection
- Supporting privacy by design, assisting data protection officers, conducting privacy impact assessments, and advising on data transfers and data breaches (GDPR, DGA, Data Act etc.).
Wolff & Partners not only provides theoretical advice on the above but has a hands-on approach to all Compliance related topics. This involves interaction of our specialists at various stages of the process with a company’s internal teams. We regularly:
- Assess the practical implementation of policies, processes and procedures in the context of the daily operations of a company in order to identify potential weaknesses and train employees with respect to compliance related issues (including through mock investigations)
- Assist the board, senior management, legal and compliance departments and shareholders in conducting internal investigations relating to any pre-litigious matters (notably in the context of whistleblowing, fraud, market abuse, bribery, harassment etc.)
- Assist our clients during the process of any routine audits and special investigations by regulatory bodies (notably before the CSSF, CAA, CNPD, AED and Ministère des Finances, in Luxembourg, the ACPR, AMF, AFA and CNIL in France, as well as any self-regulatory bodies like the OEC and the Bar Association), and implementation of remediation plans.
Private Clients
WOLFF & PARTNERS has experience assisting wealthy individuals and families protect their wealth through personalized and sophisticated strategies to manage, transfer, and protect personal wealth on an international scale.
We are committed to assisting international families with the protection and transfer of their wealth and understand that the strategies associated with wealth protection, wealth transfer, and inheritance require elements of tax structuring to be considered. We are well positioned to address clients’ tax related concerns relating to the protection and transfer of their wealth.
We are able to handle all aspects of wealth structuring, including the design and implementation of wealth holding structures, by utilizing corporate vehicles, life insurance policies, regulated investment funds, and other tools.
Our resources allow us to provide a unique and tailored service to meet all of our clients’ planning needs, regardless of the location of their property or family members. We also coordinate with other advisors involved in wealth management and family offices to ensure that comprehensive advice is provided.
WOLFF & PARTNERS can also assist wealthy international families with other Luxembourg matters, including issues relating to residency and immigration.
