Private equity / Venture capital
Themis Lex is located in Luxembourg which is a major jurisdiction for structuring private equity funds and private equity deals.
We advise private equity firms or institutional investors in various transactions from the initial stage of an investment to the exit and beyond. Our role consists of designing and implementing tailor-made investment structures for our clients, taking into account their specific needs and anticipating the most proper exit strategy for each investment. Themis Lex advises notably about projects involving emerging markets with a particular focus on Africa.
Our private equity practice encompasses notably:
- Setting-up of legal structures;
- Due diligence;
- Setting-up of legal and tax schemes in venture capital, private equity and buyout capital transactions;
- Structuring and negotiating equity, debt, takeovers, mergers, joint ventures;
- Negotiating and structuring the transaction documentation;
- Negotiating, drafting and implementing various agreements (partnership agreements, shareholders’ agreements, loan agreements, security agreements etc.)
- Legal assistance relating to divestments and investments;
- Exit strategies;
- Set-up of private equity fund (drafting of prospectus, private placement memorandum, corporate governance, distribution rules, prospectus law, regulatory aspects, etc.);
- Representations and negotiations with the supervisory authority of the financial sector in Luxembourg activities (“Commission de Surveillance du Secteur Financier”).
Corporate M&A
Themis Lex is regularly involved in private mergers and acquisitions, including in particular private equity and strategic transactions, as well as advising family shareholders. Our tax and finance skills enable us to develop innovative acquisition and financing structures.
Themis Lex assists purchasers and sellers of businesses in all phases of the M&A transaction. We ensure the legal completion of the deal, from the initial stage through due diligence to the conclusion of final agreements.
We assist our clients with acquisitions, divestments, joint ventures and all corporate aspects related thereto.
- Setting up of legal structure;
- Due diligence;
- Acquisition;
- Public takeovers, including representation and negotiations with the supervisory authority of the financial sector in Luxembourg activities (“Commission du secteur Financer”);
- Structuring and negotiating equity, takeovers, mergers, joint ventures;
- Loan and security agreements;
- Liquidation of companies;
- Bankruptcy and liquidation related transactions;
- Corporate restructurings;
- Management and leveraged buy-outs;
- Capital markets law;
- Legal advice relating to corporate governance and liability management;
- Corporate housekeeping;
Investment Fund
Themis Lex advises its customers in the structuring and the setting up of alternative investment funds as the SIF (Specialised Investment Fund), the SICAR (Venture Capital Investment Company) and non-regulated investment vehicle as the RAIF (Reserved Alternative Investment Fund) or securitization vehicles.
Our assistance covers all steps of the setting up process: drafting of prospectus, coordination and mediation with the supervisory authority of the financial sector in Luxembourg (Commission de Surveillance du Secteur Financier (the “CSSF”), incorporation of the necessary vehicles, management of contractual relationships between the investment funds and the investment fund service providers (custodian bank, investment management entities, prime broker, etc.).
We also ensure the legal follow-up of such structures as well as proper exit routes adapted to the situation of each investor.
Themis Lex assists fund promoters, asset managers, and fund service providers (custodian bank, central administration etc.).
Our assistance covers all steps of the setting up process: drafting of prospectus, coordination and mediation with the supervisory authority of the financial sector in Luxembourg (Commission de Surveillance du Secteur Financier (the “CSSF”), incorporation of the necessary vehicles, management of contractual relationships between the investment funds and the investment fund service providers (custodian bank, investment management entities, prime broker, etc.).
We also ensure the legal follow-up of such structures as well as proper exit routes adapted to the situation of each investor.
Themis Lex assists fund promoters, asset managers, and fund service providers (custodian bank, central administration etc.).
Tax
Tax is one of Themis Lex’ main practices. We elaborate tax structuring and restructuring schemes to allow our clients to maximize their return on investment.
In this purpose, it is our priority to remain attentive to our clients’ needs and expectations in order to be able to propose optimal and tailor-made solutions to them.
Our tax expertise applies to a wide range of transactions and clients:
- Private equity deals;
- Real estate investments;
- Financial transactions;
- Family wealth structuring / re-structuring;
- IP structuring;
- Re-structuring of operating companies / groups of companies;
- M&A
Themis Lex also has an extensive knowledge of FATCA / CRS rules and provides its clients with tailor-made analyses in this respect.
Themis Lex is regularly requested to provide tax trainings to Luxembourg professionals (banks, fiduciary companies, etc).
Themis Lex is regularly requested to provide tax trainings to Luxembourg professionals (banks, fiduciary companies, etc).
Banking and Finance
Themis Lex developed a bank lending and structured finance practice and represents domestic as well as international lenders or borrowers in the course of their business.
Our team handles all aspects of banking and financing transactions (the choice of the securities and/or the financial instruments, the drafting and the negotiation of the security documentation).
Our practice covers notably
Our team advises financial entities and professionals from the financial sector (“PSF”) relating to their activities regulations and liaises with the supervisory authority of the financial sector in Luxembourg (Commission de Surveillance du Secteur Financier (the “CSSF”).
We advise our clients on the entire spectrum of regulatory matters relating to their business activity and assists them in their dealings with the CSSF.
Our practice encompasses notably
Our team handles all aspects of banking and financing transactions (the choice of the securities and/or the financial instruments, the drafting and the negotiation of the security documentation).
Our practice covers notably
- Senior, mezzanine, PIK and subordinated debt and high yield bonds),
- Bank lending,
- Securitisation,
- Debt buy-back and restructurings,
- Real estate financing.
Financial Services
Our team advises financial entities and professionals from the financial sector (“PSF”) relating to their activities regulations and liaises with the supervisory authority of the financial sector in Luxembourg (Commission de Surveillance du Secteur Financier (the “CSSF”).
We advise our clients on the entire spectrum of regulatory matters relating to their business activity and assists them in their dealings with the CSSF.
Our practice encompasses notably
- banking secrecy and compliance,
- Applications for regulatory autorisation,
- Exercise of European cross-border passporting rights,
- E-money and payment services.
Commercial
Themis ensures the interests of national and international companies and start ups in their business dealings.
Our team supports its clients on a daily basis relating to all commercial law matters.
Themis Lex members have a strong experience in drafting, negotiating and reviewing commercial contracts.
Our experience encompasses notably:
- Competition law;
- Commercial agreements;
- Distribution agreements;
- Manufacturing agreements;
- Services agreements;
- General terms and conditions;
- Agency and franchise agreements;
- Outsourcing;
- Cooperation agreements;
- Licensing agreements;
- Sale and purchase contracts, distribution, agency and franchising agreements, manufacturing contracts, service agreements, general terms and conditions and so forth;
- Commercial legal advice and litigation in court or before arbitral tribunals;
Intellectual Property
Themis Lex assists its customers to protect and improve the value of their intellectual property assets in term of advisory services or contractual matters.
This assistance includes the drafting and the negotiation of various agreements relating to intellectual property rights (e.g. licensing agreements, intellectual property rights transfer agreements, drafting of strategic R&D agreements, co-ownership agreements, and confidentiality agreement).
Media, Information Communication Technology and Biotechnology
Our team has a strong practice in legal aspects of communications technologies:
- media law (film, television, radio, press, setting up and financing of TV channel),
- information technology,
- innovation technologies;
- e-payment services;
- internet and on-line services;
- gaming;
- on-line transactions;
- e-commerce;
- software agreements (outsourcing agreements, cloud computing, licensing integration system agreement);
- data protection and privacy;
- dematerialization;
- electronic signature;
- cyber security legal aspects;
- telecommunications law (legal and compliance advice for operators, investors, equipment providers and regulatory bodies, acquisition and due diligence of telecom operators).
We assist also companies focused on biotechnologies innovation.
We use our different skills to assist our customers in Intellectual Property, Information Communication Technology and relating aspects of M&A transactions.