Category: Estonia

Arsi Pavelts of Nove and Paul Varul from Varul — the Estonian office of Tark Grunte Sutkiene — have successfully represented Netica OU before the Estonian Supreme Court in a dispute with Paldiski Logistikapark OU and OU Riigiressursside Keskus revolving around, according to Nove, “acknowledgement of obligation.”

The matter began in 2012 when Pavelts and Varul were working together at the Varul law firm, and continued after Pavelts’ departure to Nove. According to Varul,  the case “has not ended,” and “the Supreme Court sent it back again to District Court for further review.”

Tark Grunte Sutkiene has advised real estate crowdfunding platform EstateGuru on the acquisition of a 4% interest in the company by Helmes, an Estonian IT solutions provider.

According to Tark Grunte Sutkiene (TGS), “EstateGuru, established in 2014, is one of the largest real estate crowdfunding platforms in Scandinavia, [and] it has already issued loans amounting to over 18 million euros.” The founder and partner of EstateGuru, Marek Partel, says that Helmes’ involvement gives his company an opportunity to further develop its platform and expand it to foreign markets.

TGS reports that, “Helmes has been investing via EstateGuru platform for over two years now and having been convinced in the reliability of the team, software and business process functionality, decided to make the investment into its share capital.”

The TGS team was led by Associate Partner Kadri Kallas. 

Cobalt has successfully represented the European Commission in a dispute against the Republic of Estonia in the Court of Justice of the European Union.

According to Cobalt, Estonia had challenged the EC’s refusal, asserted in a letter, to review a previous decision regarding the penalties to be charged for “quantities of surplus sugar not eliminated” (2006/776EC), claiming, inter alia, “that the letter was not an act producing legal effects and therefore could not be challenged at all.” According to the firm, “the General Court disagreed on this point.”

The European Commission was represented by Cobalt Senior Associate Maarja Karson.

Fort has advised Tuleva Fondid AS on its successful application for authorization from Estonia’s Financial Supervision Authority for its launch of mandatory pension funds, with simultaneous registration of two second-pillar pension funds.

According to Fort, “Tuleva Fondid AS serves as Estonia’s first and only pension fund manager which is owned by the pension savers themselves, and the capital requirement of which was fulfilled through crowdfunding. Furthermore, it serves as the first management company pursuing an exclusively passive investment policy. The novelty of the business model, the amendment of legal acts in the process, the desire to achieve both the issue of the authorization, and the simultaneous (usually a separate procedure) approval of the conditions of two pension funds and so on required innovative solution-finding from the entire team.”

The Fort team was led by Estonian Partner Kirsti Pent, supported by Attorney Kristel Raamat.

Ellex Raidla has advised Nasdaq Tallinn-listed Harju Elekter on its acquisition of an 80.5% stake in Energo Veritas OU, a company trading in electrical materials and equipment. The transaction closed on March 29, 2017. 

According to Ellex Raidla, “after launching its activities in 1968, Harju Elekter Group has developed into a leading producer of MV/LV electrical and engineering devices in the Baltic countries and a known and respected manufacturer in Scandinavia. Harju Elekter’s main field of business is the development, manufacture, and sale of equipment necessary for the distribution and transmission of electric energy. The main business is supported by a sheet metal plant in Estonia and the development and leasing of industrial real estate.” The firm reports that, “with the purchase of Energo Veritas and establishment of a trade unit operating as a subsidiary of the Group, the Group increases its market share in Estonia, notably expands its offered product range, and creates prerequisites for boosting the sale of the Group’s products in Estonia and the Baltic states.”

Harju Elekter Group’s plants in Estonia, Finland, and Lithuania employ more than 500 people, and its annual sales revenue, according to Ellex Raidla, exceeds EUR 60 million.

The Ellex team was led by Partner Risto Vahimets and Lawyer Anna Trine Raudsepp.

Ellex Raidla did not reply to our inquiry about counsel for the sellers.

Ellex Raidla has announced that Martin Kaerdi – who the firm describes as “our long-term colleague and one of the best experts of Estonian private law” – has been appointed Partner and will lead the firm’s Real Estate and Employment Practice Group.

According to Ellex Raidla, “Kaerdi is a doctor of law and one of the best known specialists of civil and commercial law in Estonia who has participated in the drafting of more than 40 important laws and regulations in Estonia. He is also an Associate Professor of civil law at the University of Tartu. His legislative work began at the beginning of the last decade as the director of the Private Law Division of the Ministry of Justice of Estonia when he participated in the development of numerous Estonian legal acts and over the years he has helped introduce numerous European Union legal norms to Estonian law. He has participated in the development of numerous substantial legal acts, incl. the Law of Obligations Act, General Part of the Civil Code Act (Head of the work group), Bankruptcy Act (Head of the work group), Law of Succession Act (Head of the work group), Law of Property Act, Commercial Code, Securities Market Act, Investment Funds Act, Credit Institutions Act, Reorganization Act, Employment Contracts Act etc.”

He has a Ph.D. from the University of Freiburg in Germany.

Cobalt has advised the Arvo Pert Centre in Estonia regarding construction procurement for a new building.

According to the Centre’s website, “the Arvo Pert Centre was founded in 2010 by Arvo Pert and his family with the aim of creating opportunities for preserving and researching the creative heritage of the composer in his native land, Estonia, and in the context of the Estonian language. The centre is situated in Laulasmaa, 35 kilometers from Tallinn, on a peninsula with magnificent natural surroundings – within a pine forest near the sea. The building for the centre has been named Aliina – a name that symbolizes new beginnings in Part’s music. It was with the piano piece Fur Alina that the tintinnabuli style was introduced in 1976.”

The Arvo Part Centre has signed an agreement with Ehitustrust AS, which, according to Cobalt, “submitted the most favorable tender to the public procurement for the construction of the new building.” The construction of the building designed by Spanish architects Nieto Sobejano will cost EUR 6.69 million. The Arvo Part Centre will open its doors in autumn 2018. 

The Cobalt team was led by Partner Aivar Taro, assisted by lawyer Kadri Kasepalu.

Primus’s Tallinn office has advised leading BaltCap on acquisition of 100% of Sanoma Baltics AS, the operator of the Estonian online classified sites auto24 and Kuldne Bors, from Sanoma Media Finland Oy. Sorainen advised the sellers and Cobalt advised the management of Sanoma Baltics AS on the transaction, which is expected to close in spring 2017 and the parties have agreed not to disclose the value of the transaction.

Financing for the transaction was partly provided by LHV pension funds, managed by AS LHV Varahaldus, which was advised by Ellex Raidla.

Sanoma Baltics operates the auto24 classified portal in Estonia, which Primus describes as having “a strong position in car, motorbike, boat, and heavy equipment advertising.” It also operates the Kuldne Bors generalist classifieds site, which, according to Primus, covers “a variety of categories, such as construction materials, agricultural equipment, pets, and household goods to name a few.”

“The strong local classified sites auto24 and Kuldne Bors are very well managed and operate in a growing market,” said BaltCap Partner Oliver Kullman. “The sites provide a very useful service to Estonian consumers and businesses by providing an efficient online marketplace. We are excited to work together with the management team to further improve and grow the business of both auto24 and Kuldne Bors.” 

Margus Tomberg, CEO of Sanoma Baltics, added: “The new owner BaltCap opens up solid investment and development opportunities to strengthen our existing business and also to expand beyond classified listings. We are looking forward to developing new and innovative solutions to address customer needs.”

BaltCap Private Equity Fund II (BPEF II) makes equity investments in innovative companies based in the Baltic region focusing on buy-and-build opportunities. BPEF II was established in cooperation with the European Investment Fund (EIF) involved in the project through the Baltic Innovation Fund (BIF). The BIF is an initiative created by cooperation between the Republic of Estonia, the Republic of Latvia, the Republic of Lithuania and EIF.

The Primus team was led by Partner Ermo Kosk and included, among others, Senior Associates Sandra Vark and Dmitri Rozenblat, Special Counsel Toomas Kasesalu, and Associate Marilin Laud.

The Sorainen team consisted of Partner Pekka Puolakka, Counsel Paul Kunnap, and Associate Olga Vijard.

The Cobalt team consisted of Partner Kristel Raidla-Talur and Senior Associate Triin Ploomipuu.

Ellex Raidla team advising the the pension funds managed by LHV included Partner Raino Paron and Senior Associates Helen Metsar and Martin Maesalu. Those funds have more than 170,000 clients, and their volume was EUR 991.4 million at the end of February.

Sorainen Estonia has advised Nettbuss, the Norwegian bus operator, on its acquisition of 15% of Estonian technology company T Solutions. Primus advised T Solutions on the deal, which also involves an agreement by Nettbuss to implement T Solutions’ technology on Nettbuss commercial express lines in Norway and Sweden.

According to Sorainen, “Nettbuss is one of the largest bus operators in the Nordic region with a turnover of EUR 670 million, 3300 buses, 7400 employees, and more than 113 million passengers in Norway and Sweden using its services each year. Nettbuss is Scandinavia’s largest operator of long distance commercial coaches through its subsidiary Nettbuss Travel, which operates a network covering Norway, Sweden, and Denmark.”

Primus describes T Solutions as “a pioneer of public transport ticket systems in Estonia,” and reports that its platform processes around eight million transactions annually and that its services are used by over 40 coach companies across Europe. According to Primus, “the company’s software platform is suitable for medium-sized and large providers of passenger transport operators who require complex multi-leg logistics management, dynamic pricing and marketing, and flexible responsiveness to market situation and demand.” The head office of the company is in Tartu.

According to Andres Osula, Chairman of the Supervisory Board of T Solutions, “even though T Solutions is currently able to serve its customers and develop the product without extra funding, the investment by Nettbuss and their profound knowledge of the sector gives even greater leverage in becoming a key global player in the field. Including the Norwegian state-owned company amongst shareholders provides unprecedented access to international contacts and promotes entry into new markets.”

Stale Nistov, CEO of Nettbuss Travel in Norway, commented that: “Our customers are increasingly becoming digital, and taking our digital offering to the next level is fundamental to maintaining our position as the No. 1 express coach network in Scandinavia. We are confident that this partnership with T Solutions will give us access to the most innovative technology and best knowhow in the industry.”

The Sorainen team consisted of Partner Toomas Prangli and Associate Kai Vainola.

The Primus team consisted of Partner Ermo Kosk and Senior Associate Sandra Vark.

Njord has won a public tender organized by the Tallinn University of Technology to provide “high-level training of 30 selected inspectors of the Labor Inspectorate and heads of the Labor Dispute Committee in Estonia regarding occupational and health regulations, labor relations, and labor disputes.”

According to Njord, the Labor Inspectorate of Estonia “is a government agency in the area of governance of the Ministry of Social Affairs. The main tasks of the Labor Inspectorate are national supervision of requirements of legal acts regulating health and safety at work and labor relations in the work environment and resolution of individual labor disputes at an extra-judicial labor dispute resolution body.”

The training, which concluded with an exam, was provided by Njord Partner Katrin Sarap.