Category: Estonia

  • Pohla & Hallmagi Advises Fort Aero on Obtaining Reorganization Plan Approval

    Pohla & Hallmagi has advised Fort Aero on obtaining court approval for its reorganization plan previously approved by creditors.

    Fort Aerto is a Tallinn-headquartered jet management and maintenance services provider.

    The Pohla & Hallmagi team included Partner Juri Ploom, Of Counsel Elena Lass, and Lawyer Madli Astok.

  • 5 Things You Need to Know About the New EU Markets in Crypto-Assets Regulation (MiCAR)

    On December 30, 2024, a new European Union crypto-asset regulation, known as MiCAR (Markets in Crypto-Assets Regulation), came into effect. This regulation establishes unified rules for the crypto-asset market and imposes stricter requirements on crypto service providers. Additionally, on July 1, 2024, a new crypto-asset market law came into force in Estonia (krüptovaraturu seadus or KrüTS in Estonian).

    Here are five key points that every professional in the crypto-asset and fintech sector should know about these new regulations.

    1. New License for Providing Crypto-Asset Services

    Providing crypto-asset services now requires a new license. In Estonia, licenses are issued by the Financial Supervisory Authority. Existing Virtual Asset Service Provider (VASP) licenses will become invalid. Companies holding these licenses must apply for a new license by July 1, 2026, if they wish to continue offering crypto services. This new license is also referred to as CASP license (Crypto-Asset Service Provider).

    Under the new regulation, a license is required for more services. While previously a license was required mainly for crypto exchange, transfer, storage and organizing token offerings, a license is now required for more services. In summary, a CASP license is required for one or more of the following activities:

    • providing custody and administration of crypto-assets on behalf of clients;
    • operation of a trading platform for crypto-assets;
    • exchange of crypto-assets for funds;
    • exchange of crypto-assets for other crypto-assets;
    • execution of orders for crypto-assets on behalf of clients;
    • placing of crypto-assets;
    • reception and transmission of orders for crypto-assets on behalf of clients;
    • providing advice on crypto-assets;
    • providing portfolio management on crypto-assets;
    • providing transfer services for crypto-assets on behalf of clients.

    The scope of the regulation has also expanded to include more types of assets. While earlier laws focused on virtual currencies, MiCAR now governs crypto-assets more broadly (e.g., most NFTs and utility tokens).

    Before applying for a license, companies must carefully analyze the services they intend to provide, as these must be specified in the application.

    2. Documents Required for the New License

    To apply for the new license, a CASP must prepare several documents for submission to the Financial Supervisory Authority (FSA), including:

    • A business plan outlining the types of crypto-asset services to be provided, along with their marketing methods and locations;
    • Proof of compliance with prudential safeguards as per MiCAR Article 67;
    • A description of the governance structure;
    • Poof that members of the management body of are of sufficiently good repute and possess the appropriate knowledge, skills and experience to manage that provider;
    • Details of direct or indirect shareholders with significant holdings, including proof of their good reputation;
    • Internal control mechanisms, policies and procedures to identify, assess and manage risks, including money laundering and terrorist financing risks, and business continuity plan;
    • Technical documentation of ICT systems and security measures, with a non-technical description;
    • Procedure for the segregation of clients’ crypto-assets and funds;
    • Complaints-handling procedures;
    • Where the applicant crypto-asset service provider intends to provide custody and administration of crypto-assets on behalf of clients, a description of the custody and administration policy;
    • Where the applicant crypto-asset service provider intends to operate a trading platform for crypto-assets, a description of the operating rules of the trading platform and of the procedure and system to detect market abuse;
    • Where the applicant crypto-asset service provider intends to exchange crypto-assets for funds or other crypto-assets, a description of the commercial policy, which is non-discriminatory, governing the relationship with clients as well as a description of the methodology for determining the price of the crypto-assets that the applicant crypto-asset service provider proposes to exchange for funds or other crypto-assets;
    • Where the applicant crypto-asset service provider intends to execute orders for crypto-assets on behalf of clients, a description of the execution policy;
    • Where the applicant crypto-asset service provider intends to provide advice on crypto-assets or portfolio management of crypto-assets, proof that the natural persons giving advice on behalf of the applicant crypto-asset service provider or managing portfolios on behalf of the applicant crypto-asset service provider have the necessary knowledge and expertise to fulfil their obligations;
    • Where the applicant crypto-asset service provider intends to provide transfer services for crypto-assets on behalf of clients, information on the manner in which such transfer services will be provided.

    3. New Crypto-Asset Categories and ICO Requirements

    Under MiCAR, crypto-assets are divided into three categories:

    • Asset-Referenced Tokens (ARTs);
    • E-Money Tokens (EMTs);
    • Other Crypto-Assets (services related to which are provided by CASPs).

    Initial Coin Offerings (ICOs) are subject to stricter rules. Depending on the type of crypto issued and other circumstances, requirements may include:

    • Preparing a whitepaper that meets specific criteria;
    • Notifying regulatory authorities of ICO plans;
    • Obtaining a separate license for conducting an ICO.

    4. New Cybersecurity Requirements Under DORA

    Crypto service providers must comply with the cybersecurity requirements set out in the Digital Operational Resilience Act (DORA). This includes:

    • Robust risk management systems;
    • Effective monitoring by security teams;
    • Regular resilience testing.

    The goal of DORA is to ensure fintech companies, including crypto service providers, can handle cybersecurity threats.

    5. Consequences of Non-Compliance

    Violations of the rules carry serious consequences. Offering services without a license is a criminal offense, and financial penalties can reach up to €15 million. Additionally, regulatory breaches may result in reputational damage and suspension of operations.

    By Rauno Kinkar, Partner, Head of IT, IP & GDPR, Attorney at law, Henri Ratnik, Co-Head of IT, IP and Data Protection, Senior Associate, and Dan-Erik Roosve, Associate, WIDEN

  • Cobalt Advises CybExer Technologies on Investment from SEB

    Cobalt has advised CybExer Technologies on a EUR 1.5 million investment from SEB via the Baltic Venture Debt investment program.

    CybExer Technologies is an Estonian cybersecurity testing and training solutions company.

    SEB Venture Debt is a EUR 20 million program for debt investments in high-growth companies in the Baltic countries. 

    The Cobalt team included Partners Marina Kotkas and Kristel Raidla-Talur and Senior Associates Christine Magi and Marten Amjarv.

    Cobalt did not respond to our inquiry on the matter.

  • TGS Baltic, Ristal Keba Partners, and Sirel & Partners Advise on IVC Evidensia’s Acquisition of Tartu Loomakliinik

    TGS Baltic has advised IVC Evidensia on its acquisition of Tartu Loomakliinik. Ristal Keba Partners and Sirel & Partners advised the sellers, Karerin OU and Kersti Paju.

    Headquartered in the UK, IVC Evidensia is a European veterinary services provider.

    Tartu Loomakliinik is a veterinary clinic in Estonia. 

    According to TGS Baltic, with this transaction, IVC Evidensia has expanded its network to seven veterinary clinics in the country.

    The TGS Baltic team included Managing Partner Sander Karson, Counsel Maris Vutt, Senior Associates Anu Kirss, Ingeri Luik-Tamme, and Grete Lind, and Associates Marija Toomjoe and Helena Kuuse.

    The Ristal Keba Partners team included Partner Kevin Siivelt.

    The Sirel & Partners team included Partners Juri Sirel and Sandra Toots.

  • Anneli Krunks Appointed as Head of FinTech at Ellex in Estonia

    Ellex has appointed Counsel Anneli Krunks as the Head of the Fintech practice in Estonia.

    Krunks has been with the firm since 2019 when she joined as a Senior Associate. She became a Counsel in 2025. Earlier, she was with Sorainen as an Associate between 2017 and 2019. Earlier still, she served as a Compliance Officer with Danske Bank between 2014 and 2017.

    “The steady introduction of new regulations in the financial sector will continue through 2025 and beyond,” Krunks commented. “Financial sector technology is evolving at an incredibly fast pace. The past decade has brought new demands by the clients for financial service providers as well as to the understanding of what financial services are. Technological advancements lead to more specific rules, and high-quality legal advisors must have strong industry-specific expertise and an openness to change – essentially staying one step ahead of current regulations.”

  • Ellex Advises Trigon Capital on Acquisition of Estonia Farmid

    Ellex has advised Trigon Capital on its acquisition of Estonia Farmid.

    Estonia Farmid is an agricultural producer. According to Ellex, Trigon plans to merge Estonia Farmid with its existing Vaatsa Agro, forming one of Estonia’s biggest farming conglomerates. Prior to this acquisition, Trigon Capital operated 6,800 hectares of farmland and managed 3,500 dairy cows. The Estonia Farmid group adds 9,300 hectares of farmland and 2,700 dairy cows to the expanded operation.

    The Ellex team included Partners Sven Papp and Martin Maesalu, Counsels Gerda Liik, Jaanus Ikla, and Gerd Laub, Senior Associates Kaisa Jakobsoo, Hanna Pahk, and Kevin Gerretz, and Lawyers Karoline Poska, Karl Rudolf Org, Miikael Tuus, and Linda Helen Herman.

  • Karl-Erich Trisberg Takes Over as Managing Partner at Walless Estonia

    Karl-Erich Trisberg has taken over as the new Managing Partner at Walless Estonia, succeeding Partner Piret Kergandberg.

    Trisberg has been with Walless since 2020, firstly as an Associate Partner and then as Partner since 2021. Earlier, he was with Ellex as an Associate between 2013 and 2016 and a Senior Associate between 2016 and 2020. Earlier still, he was with Freshfields Bruckhaus Deringer as a Lawyer between 2015 and 2016, with Tark Grunte Sutkiene as a Lawyer between 2011 and 2013, and with Nordea Bank Finland’s Estonia Branch as a Legal Counsel between 2010 and 2011.

    “It is a great honor to assume the role of Managing Partner at Walless Estonia,” said Trisberg. “Our strength lies in our people-focused values, an exceptionally talented team, and the deep trust we have built with our clients. My goal is to drive Walless forward in the fast-changing professional services market while ensuring we remain the first choice and a strategic partner for our clients, no matter how complex the challenges they face.”

    Outgoing Managing Partner Piret Kergandberg, who will continue as a Partner, added that “it has been a great privilege to lead Walless over the past five years – a journey filled with change and challenges. I am confident that Karl-Erich’s energy, vision, and dedication will drive Walless to even greater success in the years ahead.” 

    According to Walless, the position of Managing Partner rotates every three to five years in order to ensure that “leaders maintain a strong connection with their daily professional work while periodic changes bring fresh perspectives and ideas to the organization.”

  • Cobalt Advises Hanza on Acquisition of Leden Group

    Cobalt has advised Hanza on the acquisition of the Leden Group.

    Founded in 2008, Hanza is a manufacturing solutions provider.

    The Leden Group is a Finnish advanced mechanics manufacturing company operating four production sites in Finland and one in Estonia. According to Cobalt, the Leden Group is known for its sheet metal, machining, and complex assembly capabilities, as well as its own steel profile production. Its diversified customer base spans industries such as power management, medical technology, IT infrastructure, and industrial automation. 

    The Cobalt team in Estonia included Partners Martin Simovart and Jesse Kivisaari and Senior Associate Getter Villmann-Nogene.

    Editorial Note: In line with our editorial policy, CEE Legal Matters reached out to Cobalt to ask about the counterparty’s counsel. Given that today is the last publishing day of the year for our team, we were unable to allow for the customary 24 hours for a response. Should the firm respond following the publication of this article, we’ll update it with the information received.

  • Cobalt Advises Inbank on Synthetic Securitization Transaction with EIB Group

    Cobalt has advised Inbank on a synthetic securitization transaction involving the European Investment Bank and the European Investment Fund.

    According to Cobalt, the transaction, backed by EUR 147 million (PLN 635 million) in solar panel loans to private individuals, aims to accelerate Poland’s green energy transition and boost green lending. By providing capital relief, the deal will enable Inbank to offer up to EUR 163 million (PLN 701 million) in new, competitively priced loans to private borrowers in Poland over the next three years.

    The Cobalt team included Partner Marina Kotkas, Specialist Counsel Kaarel Eller, and Senior Associate Christine Magi.

    Cobalt did not respond to our inquiry on the matter.

  • Cobalt Represents MTU Eesti Roheline Rist on Soybean Oil Factory Permit Revocation

    Cobalt has successfully represented Estonian environmental NGO MTU Eesti Roheline Rist on its appeal leading to the revocation of a construction permit for a planned soybean oil factory in Muuga port.

    According to Cobalt, the Supreme Court of Estonia affirmed a Tallinn Circuit Court ruling from April 27, 2024, supporting the NGO’s claim to revoke the permit. Central to the dispute was whether the proposed soybean oil factory conformed to a nearly 20-year-old detailed plan designating the area for a coal terminal. The courts concluded that if a developer intends to build a facility with a substantially different function than originally planned, a new planning process is required.

    The Cobalt team included Senior Associate Sandra Sillaots.