Introduction

After many years of reacting only to new European directives – the best analyses of which are by Professor Eddy Wymeersch, in whose honour the present contribution is made – Luxembourg company law is now undergoing major modernization, as demonstrated by the series of innovative laws that have been adopted over the last two years. The 25 August 2006 Act on the European company (the Societas europaea or SE), sociétés anonymes (public limited companies or SAs) with management and supervisory boards and single-person private SAs, together with the first Act of 23 March 2007 reforming the mergers and divisions (M&D) regime, and introducing partial asset contributions, transfers of all assets and liabilities, arms of business and professional assets are the key changes in the overhaul. The creation by the 11 May 2007 Act of a separate framework for companies managing family assets is just one further step intended to encourage the formation of companies under Luxembourg law. At the margins of company law, the 19 May 2006 Act on takeover bids transposes Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004. More modestly, the second Act of 23 March 2007 on international mergers stops a loophole in commercial company law while we await transposal into Luxembourg law of the directive of 26 October 2005 on cross-border mergers of companies with share capital. Of varying scope, these laws all deal with specific matters but do not yet address company law as a whole.