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OVERVIEW OF GOVERNANCE REGIME
Luxembourg’s main statutes on corporate governance include the 10 August 1915 Act on Commercial Companies (the Act), which was revamped in 2016 to modernise Luxembourg corporate law, the Market Abuse Regulation2 and the Securitisation Act.3 On 1 November 2007, Directive 2004/39/EC on Markets in Financial Instruments was implemented to introduce new provisions on transparency for shares and transaction reporting. Companies whose shares are admitted to trading on a regulated market in a Member State of the EU, including Luxembourg, may also be subject to the Act dated 19 May 2006 on Takeover Bids, as amended (the Takeover Bid Act). The Takeover Bid Act notably provides for minority shareholder protection, the rules of mandatory offers and disclosure requirements. Companies intending to admit their shares to trading on a regulated market or to make a public offer may also be subject to the Act dated 10 July 2005 on Prospectuses for Securities (the Prospectus Act), which in particular imposes the requirement for the publication of prospectuses.
Source : The Law Reviews - Mars 2017