Anticipating liabilities of SOPARFI managers and directors

Formation inter et intra-entreprise

À qui s'adresse la formation?

  • Managers or directors of Luxembourg SOPARFIs
  • Employees or managers put at disposal of client group’s companies to fulfill one or several legal mandates as managers or directors
  • Domiciliation or fiduciary companies

Niveau atteint

Avancé

Durée

4,00 heure(s)

Langues(s) de prestation

EN FR

Prochaine session

Objectifs

The management of a SOPARFI involves several professional responsibilities for the managers and directors, most of whom are provided by a domiciliation or fiduciary company. The role of these executives and the extent of their liability is a sensitive topic given the fluctuating economic context. There are numerous examples of situations in international corporate restructuring which raise the question of the corporate interest of a Luxembourg SOPARFI (e.g. the granting of non-interest bearing loans or of broad guarantees by the SOPARFI to other group companies, share capital contributions to a company with negative net assets, difficulty in valuating specific in-kind contributions, pressure to repatriate as much funds as possible to the head company of the group, etc.). The risks incurred by the manager or the domiciliation / fiduciary companies become less theoretical in such situations and may increase the potential legal claims. A proper understanding of what is at stake in terms of liability for each party involved (domiciliation company, manager put at disposal, SOPARFI) allows an accurate assessment of the risks involved and the implementation of required precautionary measures through the proper use of existing legal tools.

Within this context, PwC's Academy is pleased to offer this training session, which will provide you with a clear and concrete understanding of your responsibilities as a SOPARFI manager or director. This session will offer guidelines for the proper management of a SOPARFI, with a particular focus on the limited liability company (S.à.r.l.), which is the vehicle of choice for intra-group corporate structuring.

By the end of this training, the participants will be able to:

  • distinguish between the liability of the managers themselves, the liability of the SOPARFI and the liability of the domiciliation company;
  • clarify the concept of corporate interest;
  • identify risk scenarios;
  • be aware of the existing protection mechanisms.

Contenu

Specific aspects of the mission of a SOPARFI manager put at disposal
  • Particular context of the domiciliation activity, specific legislation and key aspects of the domiciliation agreement
  • Particularities of the day-to-day management of a SOPARFI: autonomy vis-à-vis the client and its managers; meeting the corporate interest within an international group context: perimeter of such a duty
Liability of the parties involved
  • SOPARFI managers’ standpoint: main principles and grounds (civil, criminal, bankruptcy) to claim against the managers, identifying persons having the right to bring legal actions, individual and collective managers liability
  • Domiciliation company’s standpoint: liability based on the domiciliation agreement and issues raised by its employees’ actions
Risk management
  • Panorama of corporate and contractual mechanisms
  • Limitations of the domiciliation company’s liability
  • Liabilities that cannot be covered
Some frequent issues relating to SOPARFI’s management mentioned along the training
  • Actions undertaken by the SOPARFI without equitable consideration
  • Shareholders’ conflicts
  • Share capital increases and asset’s valuation transactions, repatriation of funds

Certificat, diplôme

An attendance certificate will be sent to participants.

Mode d'organisation

Number of participants limited to 20 participants, to ensure good interactivity

Informations supplémentaires

This training is presented by Soledad Pascual, Director specialised in corporate group restructuring, mergers and acquisitions and private equity at the law firm PwC Legal S.à.r.l., registered at the Luxembourg Bar.

Soledad is a senior counsel/director in the corporate team of PwC Legal with over 20 years of experience.

She was admitted to the Paris Bar in 2002 and is a member of the Luxembourg Bar since 2007. She advises a wide range of companies, private equity and real estate sponsors, and management teams in the structuring and financing of international joint ventures, co-investments, reorganisations, buyouts, national and cross-border mergers, and acquisitions (including the related security pack and incentive schemes).

She also assists established startups with their successive funding rounds, but also local headquarters of large groups with strong corporate governance aspects with their daily needs and generally advises on shareholders’ conflicts.

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