The Modernisation Of Luxembourg Company Law: Voting Agreements, Transferability Of S.A. Shares And Minority Rights

Conditions surrounding voting agreements, the transferability of S.A. shares and minority rights were updated as part of Luxembourg's Company Law reform.

An important update within Luxembourg's Company Law reform is that of voting agreements, the transferability of S.A. shares and minority rights.

Shareholders may agree on how to exercise their respective right to vote, unless the agreements are against the law or the corporate interest, or oblige a shareholder (or the shareholder promises) to follow instructions given by the company; a subsidiary or their organs (art. 67bis (1) for S.A., art. 195bis (1) for S.à r.l.). In case of a breach of the above, the individual votes are not considered and the decision is void unless the votes did not influence the outcome of the vote (art. 67bis (2) for S.A., art. 195bis (2) for S.à r.l.). The articles of an S.A. may limit the transferability of shares and instruments convertible into shares, if these clauses are limited in time (art. 37 (2)). (A group of) Shareholders holding 10% or more of the shares at the date of the general meeting which granted...