CEE Legal Matters

Category: Estonia

  • Eversheds Saladzius Advises SM VII B.V. on Acquisition of AS Starman

    Eversheds Saladzius Advises SM VII B.V. on Acquisition of AS Starman

    Eversheds Saladzius is representing SM VII B.V., a company incorporated under the laws of the Netherlands, on its acquisition of 100% of the shares in the Estonian company AS Starman from shareholders Baltic Cable Holding OU, Com Holding OU, and Polaris Invest OU. The firm represented SM VII during the acquisition process and have drafted the notification to Competition Council requesting for competition clearance for the proposed acquisition.

    AS Starman is a cable network operator based in Estonia. Starman operates in the Lithuanian market under the Cgates brand through UAB Cgates Group and its wholly owned subsidiaries UAB Cgates, UAB Alpha Komunikacijos, UAB Kapsule, UAB Dinetas, UAB Kavamedia, and Kava UAB. AS Starman belongs to a group of affiliated entities consisting of a private equity fund and private individuals widely known as the East Capital Explorer group. 

    SM VII belongs to a group of affiliated entities managed by Providence Equity, a private equity investor in the media and communications sectors globally.  SM VII was established as a special purpose vehicle for the purposes of acquisition of shares in AS Starman. Providence Equity is active in the telecoms sector in Lithuania through its controlled company UAB Bite Lietuva.

    Eversheds Saladzius informed CEE Legal Matters that it was unable to provide information about counsel for the sellers. 

  • Raidla Ellex Picks Up TGS Partner in Estonia

    Raidla Ellex Picks Up TGS Partner in Estonia

    Raidla Ellex has announced the addition of Risto Vahimets to its team. Vahimets was a Partner and Head of Tark Grunte Sutkiene’s M&A practice in Estonia.

    Vahimets has been with the TGS team for over 22 years and became a Partner with his previous firm in 2001. He is the second Partner to leave the TGS Estonian team following the departure of Rene Frolov, the former Head of Competition in the Estonian office (as reported by CEE Legal Matters on April 1, 2016).

    As the head of the M&A practice, Vahimets led the TGS team that assisted NOW! Innovations OU on the sale of its software platform to Infra Park (as reported by CEE Legal Matters on December 23, 2015), advised two separate clients – Flora Ehitus OU and Kemiflora OU – on the sale of a total of six “developed business immovables” in Tallinn (as reported by CEE Legal Matters on August 18, 2015), and supported Rudus on the sale of its concrete products business in Lagedi, Estonia to Talot, among others. 

    Throughout his career he was also a Chairman of the Supervisory Board for various companies: Svensky Kaubandus between March 2005 and April 2008 and again between February 2012 and March 2015; Nova Vita Kliinik between January 2003 and May 2015; and for AS Ideal from September 2015 to date. He has also been a Member of the Supervisory Board for the Sportland International Group since March 2010.

  • Frolov Jumps from TGS to Fort in Estonia

    Frolov Jumps from TGS to Fort in Estonia

    Rene Frolov, the former Head of Competition at Tark Grunte Sutkiene’s Estonia office, has joined the partnership of Fort Law Offices as Head of Competition in Estonia.

    Frolov is an expert on Estonian competition law, with more than 10 years of experience in the field. According to a statement by Fort, Frolov’s “specialism is in antitrust (cartel and dominance) investigations before the Estonian Competition Authority, competition compliance in both regulated or non-regulated industries and complex merger work. Over the years, Rene has been involved in a number of landmark cases, such as the ‘milk-cartel’ and ‘vodka-cartel’ cases that ended successfully for his clients. Recently Rene helped Eesti Post to secure a positive court ruling in a rare civil suit against allegations of abuse of dominance. Rene has also advised both private and public sector clients on application of EU State aid rules, e.g. represented them before the European Commission.” Fort claims that “a key part of Rene’s work is in pre-transaction competition assessment (‘mapping’), i.e. providing firms with high-level views on feasibility of specific transaction scenarios and expected regulatory obstacles in merger investigations.”

    Frolov’s work with Tark Grunte Sutkiene included a successful representation of AS Eesti Post, the Estonian national postal service provider, in a competition matter before the Estonian Supreme Court (as reported by CEE Legal Matters on September 17, 2015), and providing notice to the Estonian Competition Authority of Nordic Capital’s acquisition of the Full Service business from ABB Group (as reported by CEE Legal Matters on September 29, 2014). 

    Frolov worked as an Attorney at Lextal from January 2004 to February 2009, at which point he became the Head of Competition/Antitrust in Tark Grunte Sutkiene’s Estonia office. He graduated from the University of Tartu in 2003, then received an LL.M. as a Fulbright Scholar from the University of Arizona in 2012.

    “The growing demand of our clients for strategic and comprehensive, but also smart and practical, advice in complex transactions, dispute resolution and everyday advisory has driven us to strengthen our expertise in all key areas,” said Kuldar-Jaan Torokoff, Managing Partner of Fort’s Tallinn office. “Competition law expertise is of increased strategic importance to our international, pan-Baltic and local corporate clients in transactions and disputes, but, above all, as a key part in their increased focus on ensuring compliance.” He continued: “Rene’s reputation, experience and track-record in all of these areas is excellent and also well-known. His expertise – competition law – will add a crucial element to our portfolio of services. We are extremely pleased to welcome Rene to our dedicated and result-driven team of experts.”

    “I’ve kept a close eye on Fort ever since they entered the pan-Baltic market in 2013 – and I’ve been impressed,” said Frolov. “When I was approached to join Fort, to combine my expertise in competition law with theirs in M&A, dispute resolution and corporate advisory, it sounded right from the start – the potential for synergies, and raising the bar in legal services, is there. I’ve worked with all the Estonian partners before; I know how passionate, professional, result-driven and efficient they are. We share core values and have a common understanding of what a ‘user-friendly’ legal advisory service looks like – I can’t wait to get started.”

  • Infra Park Acquires Technology and Assets from Estonian NOW! Innovations

    Infra Park Acquires Technology and Assets from Estonian NOW! Innovations

    Tark Grunte Sutkiene and Glimstedt have advised NOW! Innovations OU, a parking management and payment software provider in Estonia, on the sale of its software platform to Infra Park, an “individual mobility solutions” provider. Wragge Lawrence Graham & Co advised Infra Park.

    Infra Park has acquired the technology, brand, and customer contracts of NOW! Innovations, as well as its subsidiary MobileNOW!, a leading mobile payment provider for drivers in the United States.

    NOW! Innovations is a start-up company in the field of SaaS solutions for parking and mobility services. NOW! Innovations was backed by Smartcap (an investment arm of the Estonian Development Fund (EDF)), Artiston Invest, Caplia, and other local business angels. It has developed a cloud-based software platform to manage billing and payment for parking and other mobility services. Now! Innovations’ technology supports close to 50 million transactions a year throughout Europe and North America. 

    Infra Park will continue to offer NOW! Innovations’ SaaS platform to municipalities, parking operators, and mobility service providers worldwide. 

    Ullar Jaaksoo, CEO of NOW! Innovations, declared: “NOW! Innovations’ team is proud to join Infra Park, a strong global group that will enable us to further deploy our technology worldwide, both to Infra Park Group companies and to new clients. Our technology will continue to be enhanced by our world-class software development team, which will remain based out of Tallinn, Estonia, and our business development team resumes operations in our Amsterdam office.”

    Pirko Konsa, Managing Director of EDF, said: “With the transaction yet another global corporation has settled their R&D center in Estonia. It is exactly why EDF was created nine years ago, for fostering the evolvement of smart jobs and promoting innovation in Estonia, to help the country to become a foothold of the knowledge-based economy”.

    Tark Grunte Sutkiene and Glimstedt acted as legal advisers to the sellers. The Tark Grunte Sutkiene team was led by Partners Risto Vahimets and Rolan Jankelevitsh, supported by Associate Kristina Promet. 

    The Glimstedt team consisted of Partner Priit Latt and lawyers Ulla Helm, Triin Siil, and Triin Raudsepp.

    Image Source: nowinnovations.com

  • Matjus Jumps from Sorainen to Jesse & Kalaus in Estonia

    Matjus Jumps from Sorainen to Jesse & Kalaus in Estonia

    Jesse & Kalaus has brought on former Sorainen Senior Associate Mari Matjus as a new Partner. Matjus specializes in pharmaceuticals and healthcare law, competition law, EU law, contract law, mergers and acquisitions, and personal data protection. She also claims extensive experience in the field of competition law. Matjus joined Sorainen in 2010, and eventually led the firm’s pharmaceuticals and life sciences group across the Baltics and Belarus, while teaching at the University of Tartu on competition law.

    Matjus received her law degree from the University of Tartu in 2009 and a subsequent Master’s degree from the same institution in 2011. She received a Magister Juris degree from the University of Oxford in 2012.

    “I am delighted to join a law firm serving as a worthy alternative to today’s market leaders in terms of legal expertise and client service, and I share its values,” said Matjus. “I welcome the firm’s involvement in public debate as experts and commitment to supporting academic activities.”

    In a formal statement released by Jesse & Kalaus, founding Partners Piret Jesse and Tanel Kalaus state their belief that the name of the firm is increasingly irrelevant to clients, compared to the strength and reputation of the individual lawyers that work within it: “Rather than selecting a law firm, the clients are willing to hire the best specialist in the particular field. That’s exactly what we are offering and the demand is increasing.”

  • TGS Advises Two Clients on Sale of Properties in Tallinn

    TGS Advises Two Clients on Sale of Properties in Tallinn

    Tark Grunte Sutkiene has advised two separate clients – Flora Ehitus OU and Kemiflora OU – on the sale of a total of six “developed business immovables” in Tallinn (which the firm clarified consisted of “office spaces and tenants, warehouses, production buildings, and access roads”) to local Estonian retailer Puumarket AS.

    TGS’s legal advice consisted of “assisting the clients in all the stages of the deal from due diligence, preparing documents, and conducting negotiations to closing and resolving practical issues related to closing.”

    The firm’s team included Partner Risto Vahimets and Senior Associate Hannes Kuun.

  • Lawin Represents Ladee Pharma Against Bayer in “Groundbreaking” Estonian Patent Disputes

    Lawin is representing Ladee Pharma in three extensive patent disputes against Bayer — the first of which was recently resolved by the circuit court in favor of Ladee Pharma. According to Lawin, “ such judicial proceedings between pharmaceutical companies are rare in the Estonian legal landscape and significantly affect the end-consumers of the medicinal products.”

    Lawin reports that Ladee Pharma Baltics, a pharmaceutical company focused on the commercialization of generic medicinal products, and Bayer Pharma, a manufacturer of original medicinal products, have been litigating over the revocation of patents registered in Bayer’s name since 2011. If the patents are revoked, the Estonian pharmaceuticals market would be opened up for Ladee Pharma Baltics and other producers of generic pharmaceuticals with regard to the medicinal products currently protected by Bayer’s patents. 

    On July 15, 2014, the Tallinn Circuit Court upheld the previous county court judgment and satisfied the action of Ladee Pharma Baltics in the full extent by revoking one of the patents registered in Bayer’s name. Separate proceedings regarding a second challenged patent are ongoing.

    Lawin attorney-at-law Kadri Michelson and an unnamed patent agent are representing Ladee Pharma Baltics in the proceedings.

     

  • Glimstedt Successful in the Supreme Court of Estonia in Constitutional Review

    Glimstedt Estonia reports that it successfully convinced the Supreme Court of Estonia, sitting en banc, to hold as unconstitutional a procedural law passed by the Parliament of Estonia regarding limits to the compensation of legal expenses.

    According to Glimstedt Partner Priit Latt, the case involved a regulation established by the Government of Estonia, establishing the maximum amounts for which payment of expenses for contractual representatives could be claimed from other participants in a civil proceeding). In the trademark case at hand, that amount was EUR 319.56, which Glimstedt claims is “clearly not enough in the case of more complex disputes.”

    Glimstedt’s client in the case before the Supreme Court involved AS Uvic, an Estonian food production company, which was contesting the decisions of the Harju County Court and Tallinn Circuit Court in connection with the expenses it incurred in a successfully-resolved trademark dispute. According to Glimstedt, “In case no. 3-2-1-153-13 the Supreme Court en banc declared several important provisions of Code of Civil Procedure and the Government’s regulation which  prescribed the limits of legal expenses unconstitutional and invalid. The Supreme Court annulled the lower court’s decisions and assigned the designation of procedural expenses to be reviewed again in county court.”

    According to Glimstedt Partner Priit Latt, the key to law-making is in quality and protection of fundamental rights not speed and dissolving of separation of powers. “The legal environment in Estonia today must be clear and understandable for all parties to ensure stability and equality of treatment for all citizens,” he said. “Parliament must not become a ‘rubber stamp’ and this means the Riigikogu must resolve important matters, such as limitations of right of ownership and everyone’s fundamental right to recourse to the courts, themselves, and not assign the resolving of these matters to executive power of the state – the Government.“  

     

  • Triniti Successfully Represents Viasat in Dispute with Estonian Authors Union

    Triniti has successfully persuaded the Estonian Supreme Court to dismiss the Estonian Author’s Union (EAU) appeal for cassation in a dispute with Viasat.

    In 2011 the EAU presented claims against Viasat, requesting that Viasat be ordered to refrain from providing the signal of 42 different television channels to end consumers without obtaining prior permission (in the form of a license) from the EAU, and requesting damages. 

    According to Triniti, “from a legal perspective, the law states that if a television program is transmitted via satellite by a television service provider (i.e. under its control and responsibility), the (unified) transmitter of the television program is the television service provider who must achieve an agreement of transmission of works with the authors in the country of entering the signals into the uninterrupted chain of communication. In that case, the undertaking enabling the service of transmission via satellite (such as Viasat) is only a provider of a technical service and does not itself transmit the programs within the meaning of the Copyright Act. Therefore, [Viasat] does not need to obtain the authors’ consent nor to pay remuneration to them for its activity.”

    The firm also elaborated that, “although the presumption is that primarily the transmitter of the television programs is the television service provider, the authors’ consent is also required for the satellite service provider if that satellite service provider, by its service, makes the television programs available to a wider public than that which was intended by the authors and the television service provider when signing the agreement of communicating the works.”

    The court found that no new public was created by the activities of Viasat and thus that the company was required neither to obtain the consent of the authors nor to pay remuneration to them. In Triniti’s summary, the court ruled that “Viasat is an undertaking enabling the service of transmission via satellite and is not itself transmitting the programs within the meaning of the Copyright Act. In simple words – there are no activities of Viasat that would require consent from authors.”

    Viasat was represented by Triniti Partner Erki Vabamets and attorney Karmen Turk. 

     

  • Triniti Argues for Internet Freedom Before European Court of Human Rights

    The Triniti law firm is representing one of Estonia’s largest news websites before the Grand Chamber of the European Court of Human Rights in a case that could have profound implications on freedom of expression on the Internet.

    In particular, the dispute between the Delfi news agency and Estonia, after that country’s Supreme Court dismissed Delfi’s appeal of a ruling in favor of an Estonian ferry company’s main shareholder, involves the question of how closely websites need to police comments and whether they can be held accountable for defamatory posts — even if they are responsive in deleting such posts once asked to. 

    In a press release by Triniti, the firm describes it as “a historic court case – a precedent could be set that all online environments where users can comment and upload images or videos, must pre-moderate the content created by users.” Triniti quotes Dirk Voorhoof — who the firm describes as “one of the best known media-and-freedom of speech professor from Gent University, Centre for Human Rights and Centre for Journalism Studies — as saying that: “the whole world of online media and civil society stimulating participatory public discussion is looking very much forward to the Grand Chamber’s judgment in the Delfi case. There are legitimate reasons to assume that the Grand Chamber can opt for a more sustainable approach in light of international and European standards on internet liability for intermediaries for user generated content, online freedom of expression and the right of anonymity on the Internet.”

    The case dates back to early 2006, when a neutral news item was published online by Delfi about an ice road breaking down, reportedly in connection with the maneuvers of the Saaremaa Laevakompanii (the Saaremaa Shipping Company). The article attracted 185 comments. At the time, Delfi was using a filter system to automatically remove comments containing profanities and “Report an unsuitable comment” button, which could be clicked to support the removal of the comment. Six weeks after the publication of the article, Delfi was presented with a letter from a lawyer, stating that 20 comments were offensive and defamatory. Delfi removed the offending comments immediately after receiving the letter.

    Nonetheless, in April 2006 the ferry company sued, and an Estonian court found Delfi liable for damages in the amount of 5,000 Estonian kroon (approximately EUR 340). Delfi’s appeal was dismissed by Estonia’s Supreme Court in June, 2009. Delfi then took the case to the European Court of Human Rights in Strasbourg, which ruled that: “Given the nature of the article, the company should have expected offensive posts, and exercised an extra degree of caution so as to avoid being held liable for damage to an individual’s reputation.” The judgment declared that if a commercial website allows anonymous comments, it is both “practical” and “reasonable” for it to be held legally responsible for the contents of those comments.

    In response, a group of 69 media organizations, Internet companies, human rights groups, and academic institutions sent an open letter to Dean Spielmann, the 51-year-old judge and president of the European Court of Human Rights, explaining that the court’s judgment could lead to “serious adverse repercussions for?.?.?.?democratic openness in the digital era.” The 69 signatories included Google, Guardian News and Media, the Daily Beast, PEN International, and the World Association of Newspapers and News Publishers.

    The Court’s decision isn’t final, however. On February 17 it was accepted for referral to the Grand Chamber of the European Court of Human Rights, a relatively rare occurrence (only about 5% of cases are accepted for consideration).

    According to Triniti, “Delfi’s purpose is to convince the court that in order to substantiate the freedom of expression on the Internet, it must extend to the disseminators of user generated content like news portals, video and picture sharing sites, blogs, social media. Otherwise, we give the state the right to decide what is available on the Internet.” And Triniti Partner Karmen Turk points out the logistic nightmare the court’s ruling could create: “Every minute, more than 130 hours of video is uploaded to Youtube; more than 40 000 posts on Facebook; more than 2000 posts and comments in just one blogging platform WordPress.”

    The court heard the positions of Estonia and Delfi on July 9, and its decision is expected sometime in 2015.

    Urmo Soonvald, the editor-in-chief of Delfi, says, “we have come from a society where the civil society and freedom of opinion was a luxury. We wish that from now on, no one in Estonia or elsewhere in Europe should have to fight for freedom of opinion, because it is a basic right of people.” 

    Delfi is represented by Triniti Partner Villu Otsmann and attorney Karmen Turk.