The Shareholders’ Rights and Shareholder Activism 2021 guide features 16 jurisdictions. The guide provides the latest legal information on voting requirements and the proposal of resolutions, shareholders’ rights to appoint/remove/challenge directors and in the event of liquidation/insolvency, shareholder activist strategies, and remedies available to shareholders against the company and directors.
In Luxembourg, commercial companies are governed by the law on commercial companies, dated 10 August 1915, as amended (Law 1915). Only the société anonyme (public liability company) (SA) and the société à responsabilité limitée (private limited liability company) (Sàrl), which are the most commonly used forms of commercial companies in Luxembourg, will be covered in this article.
Additionally, given the size of this article, specific shareholders’ rights in companies whose shares are admitted to listing and trading will not be able to be taken into consideration, hence rights deriving from the following laws will not be discussed:
• the law dated 24 May 2011 on the exercise of certain rights of shareholders of listed companies;
• the law dated 19 May 2006 on takeover bids;
• the law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market; and
• the law dated 21 July 2012 on the mandatory squeeze-out and sell-out of securities.