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2025 edition: Luxembourg case law briefing—corporate law highlights

2025 edition: Luxembourg case law briefing—corporate law highlights

We are very pleased to present the 2025 edition of our Luxembourg corporate law-focused case law briefing, curated by the A&O Shearman Luxembourg Corporate/M&A team.

In this edition, we focus on the 2024 calendar year rulings we identified as the most relevant for actors navigating the corporate sector. Key topics covered include:

  • the validity of share transfers, even if not recorded in the shareholders' register
  • the importance of clarity in drafting articles of association concerning the classification of employee
  • resignations as "good leaver" or "bad leaver" events
  • the financial condemnation of directors for gross negligence contributing to a company's bankruptcy
  • the effects of merger-absorption on legal proceedings.

Rather than offering an academic analysis, our aim is to inform the reader of the practical relevance of these cases. Whether you are navigating a merger, drafting governance documents, or advising on shareholder disputes, this briefing offers valuable takeaways.

We believe it is crucial for the Luxembourg legal community, as well as international investors, to gain a thorough understanding of key case law developments, and we welcome any feedback, which we will aim to implement in future editions.

We remain at your disposal if you wish to discuss any of the decisions in further detail.

To explore the full analysis and practical implications of these rulings, we invite you to read the complete briefing below.