<p><strong>Luxembourg and Germany concluded on 23rd of April 2012 a new Double Tax Treaty replacing the former treaty signed in 1958. The new treaty follows mainly the OECD Model convention on income and capital but it contains a number of new anti-abuse provisions to tackle situations where double non taxation may arise.</strong></p>
<p>Here below are the salient changes of the provisions of the treaty: </p>
<ul><li>

<h2>
<strong>Projet de loi : Lutte contre le retard de paiement dans les transactions commerciales.</strong></h2>

<p>The new protocol (the “Protocol”) to the tax treaty (the “Treaty”) for the avoidance of double taxation between Luxembourg and Poland was signed on 7 June 2012. The Protocol updates the Treaty in line with the current OECD standards with respect to the taxation of capital gains on real estate companies and the exchange of information. The Treaty also notably switches from the exemption method to the credit method for the elimination of double taxation on certain incomes earned by Polish residents.</p>

<p>The Directive 2010/73/EU dated 24 November 2010, amending the directive 2003/71/EC (the “Directive”), aims at simplifying rules on prospectuses for securities and on information about the issuers of transferable securities on financial markets, and at upgrading investor protection. Said directive forms part of a legislative simplification plan agreed by the European Council in March 2007 with the aim of boosting the competitiveness of European companies by reducing administrative burdens that generate costs and inefficiencies.</p>

<h2>
<strong>Bill 6437: Fight against late payment in commercial transactions</strong></h2>
<p><strong>On May 25, Bill 6437 was introduced in the Chamber of Deputies to combat late payments in commercial transactions; it transposed Directive 2011/7/UE of the European Parliament and the Council of 16 February 2011 concerning the fight against late payment in commercial transactions¹ and amending the modified law of 18 April 2004 regarding payment periods and default interest.</strong></p>

<p>The new CSSF circular 12/540 has been issued on 9 July 2012 and provides clarification on the situation of dormant sub-funds of undertakings for collective investment (“UCI”) subject to the Luxembourg law of 17 December 2010 on undertakings for collective investment or the Luxembourg law of 13 February 2007 on specialized investment funds, as amended.</p>
<p><strong>Scope</strong><br />

<p>On 21 July 2012, the law on squeeze out and sell out of securities issued by companies currently or formerly admitted to trading on a regulated market or which were the object of a public offer (the “Law”) was adopted. This Law will enter into force on the 1st day of the 3rd month following its publication in the Luxembourg Official Gazette (which occurred on 27 July 2012).</p>
<p> </p>
<p>Outside the context of a takeover bid (within the meaning of the Luxembourg law of 19 May 2006 on takeover bids) the Law allows:</p>

<p><strong>The new Luxembourg law of December 17, 2010 concerning undertakings for collective investment (the “New UCITS IV Law”) has implemented the Directive 2009/65/EC of the European Parliament and of the Council of July 13, 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (the “UCITS IV Directive”).</strong></p>

<p>The Member States having recently implemented the so-called UCITS IV Directive¹, on July 3, 2012 the European Commission has already published a “Proposal for a Directive of the European Parliament and of the Council amending the UCITS IV Directive” (the “<strong>UCITS V Proposal Directive</strong>”).</p>

<p><strong>Long awaited CSSF regulation n° 12-01 regarding risk management and conflict of interests has been issued and lays down detailed rules for the application of article 42bis of the amended Luxembourg law of 13 February 2007 relating to specialized investment funds.</strong></p>