The new act on markets in financial instruments (the “MiFID Act”), transposing Directive 2014/65/EU on markets in financial instruments (“MiFID II”) and implementing Regulation (EU) No 600/2014 on markets in financial instruments (“MiFIR”), was voted into law on 15 May 2018 and published on 30 May 2018. The MiFID Act will enter into force on 4 June 2018.

Dutch government publishes new definition of UBO On 6 April 2018 the Dutch Minister of Finance published an updated draft decree which contains the new definition of ultimate beneficial owners (UBOs) of companies and other entities (Uitvoerings-besluit Wwft 2018, the Decree). The Decree was sent to the Upper Chamber (Eerste Kamer) and the Lower Chamber (Tweede Kamer) of the Dutch parliament by way of a so-called preliminary scrutiny procedure (voorhangprocedure).

NautaDutilh has posted on its website an English translation of the Luxembourg Commercial Companies Act, as consolidated by the Grand Ducal Regulation of 5 December 2017 and applicable as from 19 December 2017. The translation was prepared internally by our lawyers and staff. Click here for more.

Luxembourg's well-known financial secrecy laws are changing. Bill n° 7024 amending inter alia Article 41 of the Financial Sector Act of 5 April 1993 (the "FSA") in this respect, initially gave rise to much discussion but was ultimately adopted. Barriers to several financial outsourcing transactions will officially disappear and the (IT) outsourcing landscape could undergo substantial changes.

The X Principles of Corporate Governance ("X Principles") of the Luxembourg Stock Exchange (LSE) were revised in December 2017 in order to introduce a new ninth principle on corporate social responsibility (CSR). The revised X Principles are effective as from 1 January 2018 and applicable to financial years starting as from that date. Consequently, companies are expected to implement the new CSR rules in the course of their first financial year starting on or after 1 January 2018 and to include the relevant CSR information in their annual report for that year.

Bill 7217 implementing Directive (EU) 2015/849 (the "4th AML Directive") with respect to the establishment of a central register of ultimate beneficial owners ("UBO Register") has been brought before the Luxembourg Parliament. The bill has yet to be adopted by Parliament which could amend the text.

The Act of 10 August 2016 modernising Luxembourg company law and amending the Act of 10 August 1915 on commercial companies introduced a new management evaluation (expertise de gestion) procedure inspired by French law. The new Art. 154 now provides certain minority shareholders with the right to ask the company's management body questions about specific managerial transactions. Based upon the outcome of the foregoing, minority shareholders may be able to assess whether they wish to start action to bring a liability claim against managers in the context of a specific transaction.

A draft Grand Ducal Regulation, published on 10 October 2017, proposes a new numbering of the articles of the Act of 10 August 1915 on commercial companies (the "Act") without otherwise changing its content. The Companies Act is divided into titles which in turn are made of chapters, subdivided into sections. The proposal is that the titles be numbered 100, 200, etc., the chapters be numbered, 10, 20, etc. and the sections be numbered 1, 2, 3 and so on.

The Act of 10 August 2016 modernising Luxembourg company law and amending the Act of 10 August 1915 on commercial companies (the "Act") modifies certain rules with respect to the calling and holding of general meetings of shareholders of an S.A. and an S.à r.l. The new rules are intended to facilitate the calling and holding of general meetings for both the S.A. and the S.à r.l. by ensuring more flexibility and fewer formalities. The Act formally extends to the S.à r.l. certain practices that were already applicable to the S.A.

On 12 September 2017, a highly awaited bill implementing and complementing the EU General Data Protection Regulation or GDPR (Regulation No 2016/679) was submitted to the Luxembourg Parliament. Since the GDPR is a European regulation, its provisions will be directly applicable in Luxembourg as from 25 May 2018. However, the Member States have a number of options when it comes to implementing the GDPR.