Leaders League

In the annual Ranking of the Top Law Firms in Luxembourg compiled by French business publisher and rating agency Leaders League, Chevalier & Sciales has been recommended in the following areas:

Excellent
2024 Ranking of Best Law Firms in Luxembourg
Fund structuring
Private equity

Highly recommended
2024 Ranking of Best Law Firms in Luxembourg
Dispute resolution - Commercial litigation
Dispute resolution - International arbitration
Corporate, Mergers & acquisitions
Restructuring & insolvency
Tax law - Corporate tax
Tax law - Tax litigation

Recommended
2024 Ranking of Best Law Firms in Luxembourg
Banking & finance

Legal 500

Our firm has been consistently recommended in the Legal 500 rankings in recent years for its investment fund practice. In 2023, Chevalier & Sciales was cited among the top Luxembourg law firms for investment funds for the 16th consecutive year. Here is what the Legal 500 has to say about our teams:

Investment funds

“Investment funds work informs much of boutique independent law firm Chevalier & Sciales’ deal flow and it is this determined focus on work in the sector which ensures that clients receive ‘very client focused and pragmatic’ advice to fund managers on their fund structuring, regulatory and operational requirements. Although it also handles work in the retail space, the firm has gained most traction within the alternatives space, including on debt, private equity and hedge funds”

Who’s Who Legal (WWL)

Olivier Sciales has been recommeded in the WWL’s Private funds - Formation 2024 edition.

WWL Private Funds provides an in-depth focus on the international private funds legal market, and identifies the foremost practitioners around the world including fund formation specialists and regulatory experts who advise and assist clients in relation to alternative asset classes such as private equity, venture capital and hedge funds.

Rémi Chevalier

A founding partner of Chevalier & Sciales and a member of the Luxembourg bar, Rémi Chevalier heads the firm’s litigation, disputes, and resolutions practice. He has recognised experience in a wide spectrum of complex and high-stakes commercial, corporate, and financial litigation, as well as arbitration cases. He has appeared as counsel before the European Court of Human Rights and in an ongoing bilateral investment treaty arbitration case with a value of more than $1 billion against an EU member state. Rémi has also assisted clients in cases regarding indirect investments relating to the Bernard Madoff fraud. Rémi, who speaks French, English, and Spanish, has a law degree from France’s Neoma Business School and a degree in business law from Jean Moulin University in Lyon, where he also obtained a master’s degree in tax and business law. He has been highly recommended for litigation and arbitration in the 2024 edition of Leaders League.

Olivier Sciales

Olivier Sciales heads the firm’s investment management and private wealth team, and specializes in the structuring, formation, operation and fundraising of Luxembourg alternative investment funds, which include special limited partnerships (SCSp), RAIFs, and SIFs. He also handles matters relating to UCITS. His clients comprise asset managers, family offices and other firms that manage PE funds, RE funds, VC funds, private debt funds, and hedge funds. Additionally, he has experience in various capital-raising strategies. His expertise includes establishing club deals, co-investment schemes, joint ventures, and providing comprehensive advisory services for PE and RE transactions. Fluent in French, English, and Dutch, Olivier earned his law degree from the University of Antwerp and an LLM (Master of Laws) from Cornell University. Before co-founding the firm in 2005 he worked in the corporate departments of a magic circle firm and a large Luxembourg law firm. He has been recommended in the WWL’s Private funds 2024 edition., the Leaders League editions as well as the Legal 500.

You may contact Olivier Sciales at oliviersciales@cs-avocats.lu

Investment funds

Chevalier & Sciales possesses in-depth expertise in investment funds and asset management, offering advice on an extensive range of legal and regulatory issues for asset management firms and investment funds. Our interdisciplinary approach helps clients with the organisation, establishment, and operation of UCITS and Luxembourg alternative funds, including specialised investment funds (SIFs), reserved alternative investment funds (RAIFs), as well as unregulated common and special limited partnerships. Additionally, we assist in the negotiation of service and management agreements. Our team goes beyond addressing purely legal and tax issues. We assist investment managers and fund promoters in enhancing their competitiveness by structuring investment vehicles that are flexible, easy-to-administer, and cost-effective.

Olivier Sciales and Cécile Rechstein lead this department assisted by a multilingual team including French, Dutch, Greek and Czech native speakers. All lawyers are fluent in French and English as well as other languages including Spanish, a vital asset in Luxembourg’s international and multicultural business environment.

The firm is constantly developing its practice, focusing notably in recent years on sustainable finance and environmental, social responsibility and governance considerations for fund managers and promotors.

Our investment management team:

• Supports clients in finding appropriate investment vehicles to meet their requirements and goals from a marketing, regulatory and legal perspective.
• Introduces clients to service providers that meet their requirements, including custodian banks, AIFMs, fund administrators, registrars and transfer agents and auditors.
• Assists with the establishment of UCITS and alternative investments funds such as SIFs, RAIFs, SICARs and limited partnerships (SCS & SCSp) including drafting of PPMs, LPAs, assistance with incorporation of fund and general partner, and regulatory filing with the CSSF.
• Assists with the migration of offshore funds to Luxembourg.
• Provides corporate support services throughout a fund’s lifetime, including amendment of fund documents, restructuring, and launch or closure of sub-funds or share classes.
• Assists with changes of service provider.
• Assists with the listing of fund share or units on the Luxembourg Stock Exchange’s regulated or EURO MTF markets.
• AML and CFT advice.
• Advises on AIFMD-related issues.
• Advises fund promoters on domestic private placement rules for marketing their funds in Luxembourg.
• Keeps clients up to date with legal and regulatory developments.
• ELTIF advice.
• ESG advice.

Litigation, arbitration and dispute resolution

Chevalier & Sciales specialises in financial litigation, often involving high-stakes and complex and issues relating to corporate, commercial, banking and financial law and encompassing both jurisdictional and arbitration issues, and involving amounts ranging up to one billion euros. Rémi Chevalier leads this department assisted by a multilingual team including French, Dutch, and Czech native speakers. All lawyers are fluent in French and English as well as other languages including Spanish, a vital asset in Luxembourg’s international and multicultural business environment.

International litigation & arbitration
Our lawyers have acquired unique skills, and the breadth of expertise necessary to devise appropriate strategies and successfully manage, represent, advocate and litigate complex financial multilingual and multi-jurisdictional cases.

As a leading Luxembourg law firm with a specialised focus on arbitration, we pride ourselves on our unique ability to guide and represent our clients throughout the entire arbitration process. With our in-depth understanding of the recent reform of the Luxembourg arbitration law, we provide up-to-date and strategic advice tailored to the specific needs of each case. Here’s how we can assist you:

• Arbitration Strategy Development: Our team excels in devising effective strategies for dispute resolution, taking into account all relevant legal, commercial, and practical aspects. Through thorough analysis, we advise on the most advantageous course of action, whether it involves pursuing arbitration, litigation, negotiation, or other alternative dispute resolution methods.
• Drafting and Reviewing Arbitration Agreements: Our team drafts robust, clear, and enforceable arbitration clauses in commercial contracts. We ensure that your agreements are carefully tailored to protect your interests. Moreover, we can review existing agreements and suggest modifications to optimize them in light of the latest legal changes and best practices.
• Representation in Arbitration Proceedings: Our team takes care of the entire arbitration process, from initiation to presentation and enforcement or challenge of the award. We work diligently to safeguard your interests, with a strong focus on achieving favourable outcomes while minimizing risks and costs.
• Advisory Services: We advise on conflicts of interest, procedural issues, disclosure obligations, and the application of the competence-competence principle under the new arbitration law reform.
• Confidentiality and Ethics: We fully uphold the new obligation of confidentiality introduced in the reform, ensuring that all proceedings are treated with the utmost discretion. Our commitment to the highest ethical standards and professionalism is unwavering.
• International Arbitration: With our extensive experience in international law, our arbitration team is highly skilled in managing cross-border disputes. We navigate the complexities of international rules and jurisdictions, offering comprehensive support for global disputes.

Corporate litigation

• Directors’ liability: Assistance in legal proceedings regarding of directors’ and officers’ liability as well as tailored advice on specific cases, such as whether to give notice of liability, whether there is a risk of directors’ and officers’ liability, and measures to protect clients against personal liability risk.
• Group liability: Comprehensive cross-border legal advice on voluntary and involuntary liability of parent companies and subsidiaries.
• Shareholder’s disputes: Assistance in or out of court on any issue relating to shareholders’ relationships, including liability actions on the abuse of majorities or minorities, actions for the correction of registers, disputes over shareholder and other corporate agreements, and litigation arising from share purchase agreements.
• Proceedings relating to the right of investigation: Assistance in addressing requests to courts to institute an inquiry and assistance during inquiry proceedings affecting companies.
• Provisional and protective measures: Measures for sequestration and suspension of effects of general meetings and board meetings.

Investment fund-related litigation

• Prospectus liability.
• Limited partner and general partner disputes, disputes among fund principals and conflicts of interests.
• Assisting clients with cases involving investments in relation to the Bernard Madoff case.

Private banking litigation

• Representing investors in issues arising out of bank-customer relationships.
• Litigation over compensation for substantial market losses.

Tax

Our tax services offer customized tax advice to both international and Luxembourg clients. Our dedicated tax practice serves a diverse range of entities, including fund promoters, managers, investors, banks, multinational corporations, and high net worth individuals. With our comprehensive expertise in various areas, we deliver comprehensive service and strategic guidance to meet our clients’ unique needs.

William Jean-Baptiste leads this department assisted by a multilingual team including French and Dutch native speakers. All lawyers are fluent in French and English as well as other languages including Spanish and German, a vital asset in Luxembourg’s international and multicultural business environment.

Our tax services cover the following key areas:

Tax Advisory
Personalized advisory services covering all aspects of tax, including tailored tax structuring advice, tax opinions, representation in disputes and non-contentious matters with the Luxembourg tax authorities, assistance during tax audits. Our team has a particular focus on :

• Fund formation: Navigating the complexities of fund formation is crucial for success in the investment industry. Our experienced team possesses an in-depth understanding of fund structures, regulatory requirements, and tax optimization strategies. We provide tailored advice to assist our clients in establishing and managing their funds efficiently.
• Private Equity: In the dynamic realm of private equity, staying ahead requires astute tax planning. Our tax team possess a deep understanding of the intricacies involved in private equity transactions. We work closely with our clients to optimize tax structures, identify potential risks, and maximize tax benefits, ensuring a competitive advantage in the market.
• Mergers & Acquisitions: In the fast-paced world of mergers and acquisitions, tax implications can significantly impact deal outcomes. We offer strategic advice throughout the entire M&A process. We assess tax risks, devise optimal transaction structures, and conduct due diligence to ensure our clients make informed decisions and achieve favorable tax outcomes.
• Financing Transactions: Efficient tax planning is paramount in financing transactions. We offer tailored tax advice on debt and equity financing, securitizations, derivatives, and other financial instruments. Our goal is to help our clients navigate the tax complexities and optimize their financing arrangements.

Tax Litigation
Representation in all tax-related matters, including VAT and transfer pricing, before local courts and the Court of Justice of the European Union.

VAT & Indirect Taxes
Advice on VAT and other indirect taxes, providing comprehensive services ranging from advisory support to compliance assistance and litigation representation. We help clients navigate complex VAT regulations and optimize their indirect tax positions.

Tax Compliance
Comprehensive corporate tax compliance services, encompassing both direct and indirect taxes. We handle initial and periodic tax returns, tax provision calculations.

Private Wealth Planning
Preserving and maximizing wealth requires careful tax planning and structuring. Our team assists high net worth individuals with comprehensive wealth planning strategies. We provide personalized advice on estate and inheritance tax planning, asset protection, family governance, and wealth transfer, ensuring our clients’ long-term financial security

In addition to the above, we provide additional specialized services to meet our clients’ specific needs:

DAC 6
Legal analysis of DAC 6 concepts and rules, identification of potentially reportable transactions and arrangements, guidance on reporting duties, strategic advice, assistance in managing the impact of DAC 6 on existing policies and procedures, comprehensive reporting solutions.

FATCA | CRS
Assistance and support in matters relating to FATCA and CRS, including identification of reportable accounts, review of report content and other related services.

AML Tax
Drafting and review of tax policies and procedures to ensure compliance with anti-money laundering (AML) and counter-terrorism financing (CFT) regulations, including assessments of compliance with CSSF circulars.

Banking, finance & capital markets

Chevalier & Sciales has developed wide-ranging expertise in banking, finance and capital markets, including bond issues and debt programmes of all types including classic and new global notes, the preparation of classic or synthetic securitisation transactions, and the structuring of investments and financing operations. As well as advising on and drafting prospectuses, financing and guarantee contracts, the firm is also active in developing innovative solutions to meet our clients’ needs. We have also been expanding our expertise on issues relating to financing of environmental projects.

We also represent investors, lenders and borrowers in the negotiation of cross-border financing transactions, and the enforcement of their rights under financing and surety agreements, and helps them comply with increasingly complex regulatory requirements. We bring extensive experience to advice on sophisticated financing tools and surety instruments including derivatives such as credit default swaps, total return swaps, commodity swaps, options and forward transactions, as well as bridge financing, senior and subordinated debt, securitisation transactions, syndication agreements and pledge agreements.

Debt and equity capital markets

• Bond issues and debt issuance programmes.
• Equity-linked transactions including private placements.
• Listing on the Luxembourg Stock Exchange’s regulated and Euro MTF markets.
• Clearing and settlement.

Securitisation and structured finance

• Asset-backed securities.
• True-sale and synthetic securitisations.
• Non-performing loans.

Banking and financial services

• Leveraged finance.
• Project and acquisition financing.
• Restructuring.
• Secured lending.
• Establishment of professional sector financial services, such as advising on licences for private portfolio management.

Private wealth management

At Chevalier & Sciales, our private wealth management services are tailored to serve the unique needs of our global and Luxembourg-based clientele. We cater to a wide variety of clients, such as families, high net worth individuals, family offices, privately-owned enterprises, offering all-encompassing advice and strategic direction leveraging our broad-ranging expertise. With our extensive expertise in numerous domains, we provide an all-inclusive service and strategic direction tailored to our clients’ distinctive needs.

Our private wealth management services cover the following key areas:

Wealth Advisory
Our dedicated team offers personalized services across all facets of wealth management. These include custom asset structuring advice, risk management solutions, and representation in both contentious and non-contentious dealings.

Estate and Trust Administration
Our team assists clients in effectively managing estates and trusts. With an in-depth understanding of regulatory requirements and risk management strategies, we offer advice tailored to efficient estate and trust administration.

Private Investment
Our expertise in the dynamic domain of private investment allows us to work closely with clients to optimize investment structures, identify potential risks, and maximize returns, providing our clients a competitive advantage.

Succession Planning
The ramifications of succession planning can significantly influence business outcomes. We guide our clients throughout the entire process, assessing risks, developing optimal succession strategies, and ensuring informed decision-making for favorable outcomes.

Family Governance
We provide customized advice on the establishment and management of family offices, family charters, and governance structures, aiding our clients in seamlessly navigating legal complexities.

Charitable Giving
We provide comprehensive advisory support on philanthropic initiatives and tax-efficient structures. Our services range from compliance assistance to dispute representation, helping clients optimize their philanthropic strategies in line with complex regulations.

Private Wealth Planning
Our team provides personalized advice on estate planning, asset protection, family governance, and wealth transfer, ensuring long-term financial security for our high net worth clients.

Additionally, we offer specialized services in:

Cross-border transactions
We provide legal and tax analysis of international regulatory requirements, identify potential challenges in transactions, offer strategic advice, and assist in managing the impact of international regulations on existing policies.

AML Compliance
Our team drafts and reviews policies and procedures for compliance with anti-money laundering (AML) and counter-terrorism financing (CFT) regulations, including assessments in line with CSSF circulars.

Corporate

Our corporate practice offers clients a full range of services relating to corporate transactions and ongoing business requirements. We assist public and privately-held companies in a wide range of sectors with corporate restructuring, cross-border transactions and general corporate matters.

Olivier Sciales and Cécile Rechstein lead this department assisted by a multilingual team including French, Dutch, Greek and Czech native speakers. All lawyers are fluent in French and English as well as other languages including Spanish, a vital asset in Luxembourg’s international and multicultural business environment.

Our corporate team:

• Assists Luxembourg companies at all stages of their life cycle.
• Assists with the incorporation of Luxembourg holding and financing companies and advises on appropriate legal structures.
• Advises on corporate governance issues, including the drafting of joint venture and shareholder agreements.
• Advises on the implementation of intra-group financing transactions.
• Assists lenders, creditors, investors and distressed companies as well as their management and principal shareholders with support through customised advice on restructuring and insolvency issues.
• Assists clients, their board of directors and managers as well as their in-house legal team in respect of their restructuring and insolvency questions by providing assistance in relation to: Domestic and cross-border mergers, in-bound and out-bound migrations, asset deals, acquisition or reorganization of subsidiaries, insolvency, bankruptcy and liquidation.

The following cases stand out for their significance or complexity:

Investment Management

• Assisting a Swiss asset manager signatory of the Principles for Responsible Investment with the launch of its second AIF.
• Assisting the manager of an existing offshore fund focused on leasing commercial aircraft and engines with the fund’s migration to Luxembourg.
• Establishment of a SIF platform and creation of around 30 sub-funds.
• Restructuring of an offshore master-feeder arrangement into a Luxembourg UCITS master-feeder structure.
• Assistance with the migration of an offshore fund to a Luxembourg fund.
• Assistance with the set-up and ongoing legal support of real estate funds investing in Germany, Spain, Belgium and Luxembourg.
• Assistance with the set-up and liquidation of a private equity fund investing in South- East Asia.
• Assisting a manager with establishment of a crypto fund investing in cryptocurrencies and tokens, and decentralised finance platforms.
• Assisting a promoter with the establishment of an SCSp investing in perpetual futures contracts with cryptocurrencies as underlying assets.

Litigation, arbitration and dispute resolution

• Representation of institutional, hedge fund and high net worth investors in Madoff-related fraud litigation.
• Litigation regarding compensation for substantial financial market losses, principally resulting from investment in uncovered options and extensive use of Lombard credits.
• Enforcing a €500 Million Commercial Award: Our team effectively represented and assisted a creditor in enforcing a €500 million commercial award within Luxembourg, leveraging the provisions of the New York Convention of June 10, 1958 on the recognition and enforcement of foreign arbitration awards. We achieved favorable outcomes at both the Court of Appeal (decision 55/17-VIII-exequatur) and the Supreme Court (Cour de Cassation 70/2018). The judgments for these decisions are publicly accessible online, underscoring our capability to handle high-stakes cases.
• Appointment as counsel before the European Court of Human Rights in proceedings against an EU member state.
• We were involved in a highly intricate US$1 billion investment treaty claim against a European country. For more details regarding this case, please find below the links to the official site of the PCA (Permanent Court of Arbitration) and UNCTAD’s Investment Policy Hub:
  (1)https://pca-cpa.org/en/cases/213/
  (2)https://investmentpolicy.unctad.org/investment-dispute-settlement/cases/904/diag-and-va-v-czech-republic
• Litigation relating to errors committed in the performance of a discretionary investment management mandate.

Banking, Finance and Capital Markets

• Issue of a convertible bond for a listed company and establishment of a dedicated private equity fund for the development of its franchisee network.
• Issue of a green bond by a listed company for financing of environment-related projects (including generation of renewable energy).
• Renewal of a bond issuance programme for a listed company, including the conversion of matured bonds tendered by existing bondholders as subscription to the new issue.
  Renewal, modification and extension of a bond issuance programme for a listed company specialising in reprocessing of waste materials, involving the issue of bonds denominated in various currencies.
• Securitisation of bank receivables with a value exceeding €100m, involving advice on structuring and drafting of contracts relating to a profit participating loan, collateral,
• financing, subordination, services, novation, legal counsel and options.
  Financing structure for the construction of a real estate complex with a value of £65m.

Corporate

• Advising an international investor group seeking and funding innovative companies, and assisting with the merger of an absorbed company in Luxembourg.
• Assisting an SEC-registered investment advisor that has conducted transactions totalling some $1.5bn with the structuring of European private debt investments via Luxembourg companies.
• Drafting of a capacity and validity legal opinion relating to transactions including the sale of shares in a Nordic real estate company by a Luxembourg company.
• Assisting a UK multinational on the Luxembourg aspects of the cross-border merger.
• Assisting client in relation to a partial liquidation. Assisting a client with the migration of his company to Luxembourg.
• Assisting clients in respect of migration from BVI to Luxembourg.

Private wealth management

• Assisting a LATAM family with the set-up of a RAIF.
• Assisting a Swiss based family with the restructuring of their Luxembourg fund.
• Assisting a Greek family with the establishment of their SPF.

Entrepreneurial spirit

We are committed to devising innovative and profitable solutions that create value for our clients. We understand their need for us to be responsive, accurate and cost-effective, and we always seek to exceed their expectations.

Expertise and experience

Our expertise is combined with interdisciplinary and international experience of complex cases,
detailed knowledge of the financial sector, an uncompromising focus on quality and a continuous learning process. Our partners are often invited to speak as experts in their practice areas at seminars and conferences and write or are quoted frequently in legal publications.

Our attorneys and legal staff closely monitor changes in the law and regularly attend seminars and courses, as well as reviewing materials to ensure we continue to possess a thorough and up-to-date understanding of the law.

Responsiveness

Our firm strives to provide services to our clients in a timely manner. The firm remains in touch with clients to ensure they receive assistance when they need it. We return phone calls and e-mails promptly and respond to all inquiries with straightforward answers.

Integrity

We aim to build and maintain long-term and personal relationships with clients, and our fee
arrangements and other terms of business are transparent. We are flexible and try to help clients manage their legal costs, particularly in times of financial stress. We endeavour to ensure that fee estimates are accurate and that our clients’ total costs remain fair and reasonable.

Professional relationships with
service providers and the Luxembourg authorities

Our firm has extensive experience of negotiation with Luxembourg’s Financial Sector Supervisory Authority (CSSF) and the Luxembourg Stock Exchange and has built strong relationships with Luxembourg custodian banks, fund administrators, authorised AIFMs and auditors.