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Luxembourg

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Luxembourg is preparing to implement in its national law an ex ante merger control regime which includes a mandatory notification requirement with turnover thresholds and a standstill obligation.
The purpose of Draft Bill No. 8296 (“Bill”), recently submitted to the Luxembourg parliament, is to give the Luxembourg Competition Authority the power to assess in advance whether a corporate concentration significantly hampers competition in Luxembourg.
The Bill currently provides that the law will only enter into force four months after its publication in the Luxembourg official journal. This should give businesses time to adapt to the new obligations.

On 19 September 2023, the law dated 7 August 2023 overhauling the centenary law of associations and foundations (“Law”) was published in the Luxembourg official gazette. The Law repeals the law of 21 April 1928 on non-profit associations and foundations. The Law aims to lighten and modernize the legal framework for non-profit associations and foundations and provide more accounting transparency to guarantee better control and thus create a new legal framework that meets the current associative and charitable sector’s needs.

On 20 July 2023, the Luxembourg Parliament adopted a law reforming the right of establishment in Luxembourg (“Reform”). It amends the Luxembourg law dated 2 September 2011 regulating access to the professions of craftsperson, trader, manufacturer and certain liberal professions as amended (“Business License Law”).
The Reform aims to adapt the Business License Law to embrace the changes in the regulatory, economic, technical, technological, entrepreneurial and artisanal environments and to stimulate entrepreneurship.

On 13 June 2023, the Luxembourg Parliament adopted Draft bill No. 7885 establishing a national screening mechanism for foreign direct investments likely to affect security or public order for the purposes of implementing Regulation (EU) 2019/452 of European Parliament and of the Council of 19 March 2019, establishing a framework for the screening of foreign direct investments in the EU, as amended (“Law“).

On 28 March 2023, the government presented Bill of Law 8186 (“Bill”), which provides a set of amendments to the General Tax Law (Abgabenordnung, AO) dated 22 May 1931 and introduces new procedural aspects applicable to taxpayers. The Bill also introduces new bilateral and multilateral advance pricing agreement procedures, together with the possibility to issue, withdraw or amend a tax assessment further to a mutual agreement procedure or an arbitration decision. Lastly, the Bill proposes a transfer pricing documentation requirement for transactions between associated enterprises, while further details regarding the scope, exact content and magnitude will be unveiled soon in a coming grand ducal decree.

On 24 March 2023, the Commission de Surveillance du Secteur Financier issued a press release requesting certain alternative investment fund managers, management companies of undertakings for collective investments in transferable securities and institutions for occupational retirement provision to participate in the data collection exercise relating to pre-contractual product disclosure information under Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector as amended and Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable investment as amended.

On 22 March 2023, the European Commission tabled a proposal for a Directive on substantiation and communication of explicit environmental claims.
The proposal aims to harmonize the evaluation and monitoring of voluntary environmental claims – often referred to as “green claims” – towards EU consumers and control the proliferation of public and private environmental labels. Complementing the March 2022 proposal for a Directive on empowering consumers for the green transition as a lex specialis by providing more specific requirements on the substantiation, communication and verification of green claims, it contributes to the fight against “greenwashing”.