Legal Services inLuxembourg

"They adopt along-term,partnershipapproach and wehave benefittedfrom a partner-led, dedicated fullservice team."Client feedback

ContentsWho we are 3Our services and expertise 4Reasons to use Luxembourg 10Key contacts 11

Legal Services

03

Who we areWe get straight to the point.Managing complexity to get tothe essentials.

Ogier in Luxembourg is a full-service, business law firm,specialising in internationalinvestment structures. We areuniquely placed to provide fullyintegrated advice on bothLuxembourg and offshore lawsand structures.

We provide legal advice to leadingfund managers, banks, corporateand institutional clients basedprimarily in London, NorthAmerica, Continental Europe andeast Asia. Our team ofinternationally experiencedpartners and senior lawyersprovide specialised legal advice(including on a multi-jurisdictionalbasis) through the full life-cycle ofour clients’ structures.

We advise in English, French andGerman.

Our core products are:Set-up of European, regulatedand non-regulated alternativefunds in the private equity,venture capital, debt, real estateand infrastructure sectorsEU portfolio acquisition, financeand holding structuresInbound/outbound Europeaninvestment structuresInstitutional corporate financingSecuritisation vehiclesUCITs and specialised investmentfunds for complex, alternativefunds with hedge strategies.Corporate reorgnanisation andspecial situations investmentFund financeLeveraged financeReal estate investment financeInternational M&A

They deliver qualityfund, regulatory,corporate andfinancing advice ina responsive andclient-focusedway. Their clientservice commitmentadds value to themanagement ofmulti-jurisdictionalprojects.Client feedback

Legal Services

04

Our services and expertiseWe provide specialised legal and taxadvice through the full life-cycle ofour clients’ multi-jurisdictionalinvestment structures.

Banking and FinanceOur team provides expert adviceon the full range of Luxembourgbanking and finance matters.

Banking and Finance servicesSecured FinancingdocumentationAdvice on Luxembourg financingstructures, including fundfinance, leveraged finance, realestate acquisition finance,investment fund portfolio-holding structures and distressedasset situationsAdvice on Luxembourg securitypackages and enforcement ofsecurityDrafting and reviewing ofcorporate due diligence andcondition precedentdocumentationEstablishment of bankingbusinessesOngoing regulatory andcompliance adviceSet-off and netting adviceGeneral banking legal advice,including on data protection andconfidentialityLuxembourg securitisationvehicles

Corporate Securities, Mergersand AcquisitionsOur Luxembourg team specialisesin international investmentstructures with extensiveexperience in advising on theestablishment and financing ofmany forms of domestic andcross-border corporate vehicles,multi-jurisdictional mergers andacquisitions, joint ventures as wellas initial and other publicofferings.

Corporate servicesInbound/outbound Europeaninvestment structuresStructuring of real estatetransactionsCorporate adviceReorganisations and cross-border corporate migrationJoint venturesCorporate restructuringVenture capital and privateequity transactionsPublic offeringsDebt and equity listingsMergers and acquisitions,including negotiated acquisitionsand divesturesManagement incentive packages

Offshore Law Firmof the YearLawyer Awards 2019

Best OffshoreLaw FirmWealthbriefingEuropean Awards2019

Five LuxembourgPartners"recommendedlawyer"The Legal 500 EMEA2019

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Daniel RichardsPractice Partner, Luxembourg

The whole Ogier team, in both the Luxembourg and the Jersey offices were fantastic throughout the matter. They did really well... without a doubt we would use them again for the same type of thing. Would we recommend to others? Definitely.Client feedback

Legal Services

06

Investment FundsOur investment funds teamprovides legal advice on fundformation, structuring, taxation,regulation and ongoing advice toinvestment funds and managers.

We advise on all types ofinvestment funds, regulated andnon-regulated, including open-ended funds, closed-ended funds,single investor funds across allalternative investment strategiesincluding private equity, hedge,real estate, credit funds,infrastructure, special situationsand structured products. Weadvise managers locatedthroughout the world on the fullspectrum of investment strategies.

Investment Funds servicesCreditHedgeInfrastructureInvestment managementParallel structuresRegulatoryStructured productsPrivate equityReal estateSpecial situations

TaxWhere Luxembourg tax advice isan important consideration in aninternational transaction, Ogier’sTax team provides specific taxexpertise to support financialinstitutions, multinationalcorporates, funds and assetmanagers. In each case we offerpractical experience of how issuesof management and tax residenceare addressed.

Tax servicesDirect and indirect taxes anddutiesLocal property taxes,consumption taxes and chargesAdvice to businesses wishing toestablish an entity in ourlocationsTax advice on corporaterestructuringCorporate redomiciliation,migration and tax residenceAdvice on bilateral andmultilateral agreements onexchange of information andinternational conventionsregarding mutual assistancebetween tax authoritiesAdvice on substanceTransfers of assets within thejurisdiction related to aircraftand other high value movableassets

We truly appreciatethe efforts andsupport of the team.We were veryimpressed and lookforward to workingwith you again onother matters.Client feedback

07

Paladin Capital Group

Ogier acted as Luxembourg Counsel to Paladin on the structuring and launch of their cutting-edge fund investing in and developing global cyber security assets.

The Luxembourg-based European Cyber Fund, whose cornerstone investors include side-by-side commitments from the European Investment Fund (‘EIF’) and Luxembourg Future Fund, is managed by Paladin and invests in cyber security companies throughout Europe and worldwide.

Paladin, one of the world’s leading investors in this sector, has offices in both Europe and the US and works closely with governments, universities, research and development companies and entrepreneurs in the cyber security domain. Since its inception, it has committed

Ogier’s Luxembourg team is delighted to act for Paladin, a leading, transformative investor which is driving the development of cutting edge cyber security technology.Daniel Richards, Partner

more than $1 billion across multiple funds and investment vehicles.

The EIF supports European small and medium-sized businesses (SMEs) by helping them to access development finance, while the Luxembourg Future Fund is a EUR 150 million sovereign investment fund which aims to invest in the sustainable development of the Luxembourg economy.

Legal Services

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Private ClientOgier's Private Client offeringfocuses on estate planning,matrimonial regimes, successionand relocation.

Our clients include independentfinancial advisors and insuranceintermediaries, family offices, andfinancial institutions includingprivate banks, asset managementcompanies, insurance companiesand non-luxembourg law firms.

Private Client servicesEstate planningLife insurance structuringOwnership, assignments andbeneficiary clausesMatrimonial regimes &successionCommon law and civil lawsolutionsTrusts, foundations, limitedpartnershipsEntrusted insurance policiesProbate & estatesOwnership structuringRelocation of private individualsInheritancePhilanthropyTaxation

They were good,responsive, knew thelaw, took a goodcommercialapproach and theygot the deal doneefficiently.Client feedback

09

Anne-Gaëlle DelabyePartner

Exceptional... she shows a deep understanding of our industry and market conditionsLuxembourg client 2018

Legal Services

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Reasons to use LuxembourgLuxembourg is one of thelargest global financial centres,benefitting from flexible andattractive legal, regulatory andtax regimes.

Luxembourg is home to asignificant concentration ofprofessional services providers.Luxembourg’s investment fundsindustry ranks as the largest EUfund domicile jurisdiction and thesecond largest fund domicilejurisdiction globally.

Luxembourg’s sophisticatedfinancial services infrastructure,global brand recognition, full EUsingle market access and extensivedouble tax treaty network has alsoled to its development as a corejurisdiction for non-fundinvestment structures. This hasresulted in the domiciling ofseveral tens of thousands ofinvestment holding companies,many of which form part ofglobally recognised institutionalcorporate groups or hold theportfolio investments of leadinginternational investment funds.

Luxembourg’s securitisationvehicle forms a third principalpillar of its financial servicessector.

As a leading global jurisdiction forthe establishment of investmentvehicles, Luxembourg hasdemonstrated one of the mostsolid track records of stability, withAAA credit rating, low levels ofsovereign debt and one of thehighest per capita GDPs globally.This economic and politicalstability, allied to the legal,regulatory and fiscal attributes ofits financial services industry, hasresulted in Luxembourg’s positionas a premier ranking globalinvestment domicile.

Global regulatory change is givingincreasing prominence to the useof complementary structurestailored to the needs of particularclients and particular investorgroups. Luxembourg has a strongtrack record of successfullyapplying regulatory change to thebenefit of clients and investors –the growth of institutional,alternative investment fundsproviding one example of thisamong many.

Luxembourg regularly reviews andupdates its domestic regulatoryframework in light of marketchange opportunities as theyarise; for example, to optimise theefficient utilisation of the EUinvestor distribution passportintroduced for professionalinvestor funds under the EU AIFMdirective.

Legal Services

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Key contacts

Daniel RichardsPartnerT +352 2712 2011M +44 7797 779755daniel.richards@ogier.com

Anne Gaëlle DelabyePartnerT +352 2712 2039M +352 621 982 039anne-gaelle.delabye@ogier.com

Bertrand GéradinPartnerT +352 2712 2029M +352 691 751 027bertrand.geradin@ogier.com

William Jean-BaptistePartnerT +352 2712 2058M +352 691 212 058william.jean-baptiste@ogier.com

François PfisterPartnerT +352 2712 2020M +352 621 317 818francois.pfister@ogier.com

Benoît RosePartnerT +352 2712 2065M +352 691 302 065benoit.rose@ogier.com

Laurent ThaillyPartnerT +352 2712 2032M +352 621 245 402laurent.thailly@ogier.com

Legal and CorporateServicesBritish Virgin IslandsCayman IslandsGuernseyHong KongJerseyLondonLuxembourgShanghaiTokyo

Ogier provides practicaladvice on British VirginIslands, Cayman Islands,Guernsey, Jersey andLuxembourg law throughour global network ofoffices. Ours is the only firmto advise on these five laws.We regularly win awards forthe quality of our clientservice, our work and ourpeople. Regulatoryinformation can be foundat ogier.com

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