Fund Corporate & M&A

At Leroy & Goldbach, we guide international and domestic clients through the full lifecycle of their corporate endeavours, from inception to wind-down, much like navigating a winding road to a strategic triumph. Renowned for our expertise in Luxembourg’s investment fund and securitisation landscape, we serve global groups establishing a presence in Luxembourg or leveraging it as a hub for corporate investment and financing. Our boutique approach combines deep technical knowledge with agility, addressing complex matters such as shareholder agreement, corporate restructuring, and governance with precision.

Private Equity and Venture Capital: Full Lifecycle Support As specialists in Private Equity (PE) and Venture Capital (VC), we partner with clients through every phase of their investment journey, ensuring compliance and strategic success in Luxembourg’s dynamic market.

Club Deal Expertise

Facilitating collaborative investments among multiple limited partners (LPs) or funds to access high-value transactions, we leverage Luxembourg’s flexible corporate structures, such as SCSp, for tax transparency and contractual agility. Our approach optimises terms with arm’s-length agreements, incorporating drag-along and tag-along rights to align investor interests, and documenting why the vehicle is not an alternative investment fund or, where it is one, which AIFMD rules apply. Drawing on Luxembourg’s robust tax regime and double tax treaty network, we structure club deals to minimise fiscal burdens and enhance returns, making it an attractive hub for cross-border investments.

Co-Investment Structures

Advising on co-investments where LPs invest alongside GPs in specific deals, structuring vehicles for fee reductions, enhanced returns, and governance controls, with emphasis on carried interest alignment and exit provisions.

Joint Venture Enhancements

Supporting JV formations in PE/VC contexts for shared control in portfolio investments, incorporating flexible partnership agreements (e.g., SCSp) to manage contributions, profits, and dissolution.

Investment & Acquisition

Conducting thorough due diligence on target companies or funds, structuring transactions, and negotiating purchase and shareholder agreements to protect client interests.

Financing Solutions

Collaborating with our tax and finance experts to arrange tailored financing or refinancing, supporting fund launches and growth.

Exit Strategies

Guiding clients through divestitures, IPOs, or other exits, preparing transaction documents, and coordinating with advisors for a compliant process.

Company Law Expertise

Advising entity formation, including SPVs for funds and securitisation vehicles, with tailored governance frameworks.

Crafting shareholder agreements and delegation of authority for fund sponsors and LPs, ensuring alignment and compliance.

Supporting recapitalisation and restructuring to optimise fund performance or securitisation portfolios.

Navigating directorial responsibilities and liability issues, particularly in cross-border fund structures.

Client Focus

We empower family offices, asset managers, and institutional investors, drawing on our experience with fund managers/GPs and LPs.

Mergers and Acquisitions: Strategic Deal-Making

Leroy & Goldbach structures, negotiates, and executes M&A transactions within Luxembourg’s legal framework, guiding clients to orderly closings. Our counsel covers:

Transaction Structuring & Execution

From initial due diligence to final agreements, we ensure compliance and value creation for fund acquisitions, disposals, and portfolio company deals.

Corporate Financing & Refinancing

Securing funding or restructuring obligations for investment funds and securitisation vehicles, aligning with CSSF requirements.

Contractual Precision

Drafting and reviewing complex agreements, including carry vehicle terms and club deal contracts, tailored to client needs.

Regulatory Support

Assisting with business licences (autorisation d’établissement) and cross-border approvals for fund-related M&A.

Incentive Plans & Private Equity

Designing management incentive schemes and advising on private equity transactions, optimising returns for GPs and LPs.

Our role as a trusted advisor safeguards client interests, navigating regulatory complexities with agility and foresight.

Ready to navigate your corporate or M&A journey? Speak to a partner about club deals, joint ventures, and investment structures.