The Governance of Luxembourg Investment Vehicles, Asset Managers, and Asset Owners

This book examines the governance of Luxembourg investment vehicles, asset managers and asset owners from both legal-regulatory and financial-organizational perspectives. It explores the evolution, objectives and functions of corporate governance, considering both soft law principles and binding legal provisions. The analysis covers Luxembourg company law, corporate structures, governance models, the role of boards, shareholder-director relations, and the specific features of listed companies. It also addresses family businesses, wealth-holding structures such as SPF and SOPARFI, and corporate groups.

A central focus is the governance of investment funds and management companies, including third-party management companies, board composition and responsibilities, and ALFI’s Code of Conduct. The Luxembourg fund ecosystem is examined through the analyisis of the role of key actors, delegation, depositaries, valuation and marketing.

The book further analyses private equity and venture capital structures, EU regulations (AIFMD, EuVECA, ELTIF), and sustainable finance. Combining academic analysis with practical insights, it is aimed at professionals, such as asset managers, lawyers and auditors as well as researchers and academics dealing with financial regulation.

Marco Bodellini is a Professor of Banking and Financial Regulation at the University of Bergamo, and a Visiting Professor at Fordham University – New York, University of Westminster – London, Université de la Côte d’Azur – Nice, and China University of Political Science and Law – Beijing, as well as the vice president of the South Korean Digital Finance Law Forum – Seoul. Marco is an Italian qualified lawyer and an “of counsel” at PWC Legal in Milan. He provides legal and regulatory consultancy to financial intermediaries and international institutions such as the World Bank, IMF, EBRD and IFC.

Massimo Paolo Gentili has been based in Luxembourg for over 15 years. He currently focuses on independent directorships for financial structures but has extensive experience advising financial clients, with a particular focus on cross-border transactions and club deals, working alongside leading law and consulting firms. In 2004, he was involved in the MBO of TMF Group and remained with the group until its acquisition by CVC in 2018. He is the author of several books, including “The European Investment Fund Management Industry”.