Category: Latvia

  • The Buzz in Latvia: Interview with Eva Berlaus of Sorainen

    The Buzz in Latvia: Interview with Eva Berlaus of Sorainen

    Changes in the Latvian tax system, the overall strength of the market, and the interest companies are showing in recent improvements to regulations relating to employee share options, along with the looming GDPR deadline, are all keeping law firms quite busy, says Eva Berlaus, Managing Partner at Sorainen Latvia. As a result, she admits to being quite pleased with the beginning of the year.

    The country’s regulations affecting employee share options recently underwent significant changes, according to Berlaus, and new clarity has been provided on how and when shares are issued. Although share options were not prohibited before the new regulation was adopted in the fall of 2017, there were no specific rules in place. As a result, she says, “it was somewhere in the grey area, both for legal, and to some extent, for tax consequences.” Berlaus adds that the clarity in the regulations has led to visible interest from companies seeking to employ the mechanism either for the remuneration of employees or to motivate employees more than previously.

    Berlaus underlines the relationship between the new regulations and the country’s tax reforms, suggesting that “the progressiveness in the growing tax burden on the employees might be an additional reason to use those mechanisms.”

    The changes have positively influenced law firm business, Berlaus reports, as has the improved tax system that went into force in January, 2018. “Since the new laws were adopted, there has been a huge increase in requests for tax services and tax consultations,” says the Sorainen Managing Partner, who reports that her firm has a substantial tax practice, consisting of seven full-time tax lawyers, generating substantial part of the firm’s revenues.

    Unlike the tax and share option reforms, which were well received by the public, Berlaus says, the significance of the GDPR has not been fully understood in Latvia. “We still hear quite a lot of comments that not everybody has realized that it concerns every company. People still think it applies to somebody else — not to them.” As a result, she says, only a small percentage of companies are fully prepared for the regulation’s entrance into force in May 2018.

    Real estate, which Berlaus says has been picking up for the last four years, remains very strong. Indeed, she believes there is a possibility for increased growth in the sector in 2018. “It is based on a general growth of economy, which is predicated for around four percent this year. Also it is related to the availability of EU funding: new programs became available last year, but not many of the funds have been put to use.” Nonetheless, despite concerns about bubbles developing in other countries, Berlaus is confident that comparatively low state debt and various other factors will keep Latvia in a safe zone.

    Turning to the subject of Latvia’s legal market, Berlaus says no immediate changes are expected from big law firms any time soon, since several law firms, including Cobalt, Ellex, and TGS Baltic have switched members or merged with smaller firms, and therefore are still in the process of integration, and Sorainen’s model of development, as the only truly integrated firm in the region, keeps it calm and steady. Still, despite the overall consolidation of the market, Berlaus says, several smaller firms remain significant, as they continue to find ways to become more competitive.

     

  • TGS Baltic Assists KnowledgePrice with Sale to Sapiens International Corporation

    TGS Baltic Assists KnowledgePrice with Sale to Sapiens International Corporation

    TGS Baltic has assisted KnowledgePrice with the sale of 100% of its shares to Sapiens International Corporation. Israel’s Meitar law firm advised Sapiens on the deal.

    TGS Baltic describes Sapiens International Corporation as “a leading global provider of software solutions for the insurance industry, with a growing presence in the financial services sector,” and reports that “it has expanded its digital division’s capabilities through the acquisition of KnowledgePrice.com, a technology specialist with expertise in digital insurance services and consulting.”

    Privately-held KnowledgePrice, which is based in Riga, employs about 50 digital insurance technology experts and is a provider of services to European insurance providers. According to TGS Baltic, “KnowledgePrice has extensive expertise and long-term experience with open technologies, agile methodologies, and best practices surrounding digital insurance, which will equip Sapiens’ customers with complete digital solutions. KnowledgePrice will serve as a center for excellence for digital engagement services. Its experts will join Sapiens’ Digital Division, which focuses on digital and business intelligence services and solutions, including portal and digital distribution offerings to customers worldwide. The expanded Digital Division will create innovative offerings and provide full support during customers’ digital journeys.”

    TGS Baltic’s team was led by Partner Inese Hazenfusa, supported by Associate Rudolfs Vilsons.

     

  • Sorainen and V&E Successful for E-energija in ICSID Arbitration Against Latvia

    Sorainen and V&E Successful for E-energija in ICSID Arbitration Against Latvia

    Sorainen Latvia and Vinson & Elkins have successfully represented the energy group E-energija in an investment dispute against the Republic of Latvia.

    After proceedings that took five years, an arbitral tribunal of the World Bank International Centre for Settlement of Investment Disputes (ICSID) rules that Latvia must compensate E-energija EUR 3.7 million for investment abuse in the district heating business. According to Sorainen, this is the first decision on the merits in an ICSID case against the Republic of Latvia, and the only ICSID case lost by a Baltic State in the last ten years.

    According to Sorainen, in 2005, the private district heating company Latgales energija, owned by E-energija, entered into a 30-year lease agreement of municipal district heating infrastructure with the Rezekne municipality in Latgale, Latvia. However, in 2008 the newly-elected Rezekne municipality revoked the license and seized the assets and investments of the heating network without compensation, transferring them to a municipal company.

    After a failed attempt to protect its rights in the Latvian courts, in 2012 E-energija brought its claim against the Republic of Latvia to the ICSID. The tribunal confirmed that Latvia had violated the Latvia-Lithuania bilateral investment treaty.

    ”By this decision, international arbitration has confirmed that the state is responsible for [the] abuse of investors and acts by a municipality and ultimately the State is obliged to pay compensation for the investments,” commented Virginijus Strioga, CEO of the E-energija Group.

    Sorainen Dispute Resolution Partner Agris Repss led the firm’s team, supported by Counsel Martins Paparinskis, Senior Associate Valts Nerets, and Associates Agita Sprude and Linda Reneslace.

     

  • Cobalt Advises B2Kapital on Acquisition of Non-Performing Loan Portfolio

    Cobalt Advises B2Kapital on Acquisition of Non-Performing Loan Portfolio

    Cobalt has advised B2Kapital SIA on the acquisition of a non-performing loan portfolio from SIA Hiponia in Latvia.

    B2Kapital procures and manages corporate and retail, secured, and unsecured non-performing loans. The Riga-based company operates as a subsidiary of B2Holding ASA, a European distressed asset solution provider for banks and institutional vendors.

    Cobalt Latvia office acted as the legal counsel to B2Kapital. Within the acquisition process their office conducted legal due diligence, as well as provided structuring and transactional advice to the buyer. The team was led by Partner Gatis Flinters, accompanied by Senior Associate Maijfa Tipaine and Associate Dita Busa.

    Cobalt said that confidentiality concerns prevented it from identifying counsel for sellers.

     

  • TGS Baltic Advises Latvia’s Ministry of Economics on Acquisition of 16.05% of AS Conexus Baltic Grid

    TGS Baltic Advises Latvia’s Ministry of Economics on Acquisition of 16.05% of AS Conexus Baltic Grid

    TGS Baltic, acting as part of a consortium led by Rothschild, has advised Latvia’s Ministry of Economics on the acquisition by Latvian electricity transmission system operator AS Augstsprieguma Tikls of 16.05% of the shares of the natural gas transmission and storage system operator AS Conexus Baltic Grid from SIA ITERA Latvija.

    AS Conexus Baltic Grid is a unified natural gas transmission and storage operator in Latvia. The company cooperates with natural gas traders in the Baltic Sea Region in accordance with the tariffs for natural gas transmission system services set by Latvia’s Public Utilities Commission. The company manages one of the most modern natural gas storage facilities in Europe – Incukalns underground gas storage – which is considered an important strategic object in the Baltic Sea region.

    AS Augstsprieguma Tikls is an independent electricity transmission system operator carrying out the operational management of the transmission system and providing secure, reliable transmission of electricity. AS Augstsprieguma Tikls initiated operations in 1939. All the shares of the company are owned by the State of Latvia, and the Ministry of Finance is the holder of those shares. According to the provisions of the Latvian Energy Law, the electricity transmission system may not be disposed of.

    On December 19, 2017, the Latvian Cabinet of Ministers decided to acquire 16.05% of the shares of underground natural gas storage operator AS Conexus Baltic Grid from SIA ITERA Latvija. The transaction was signed on December 27, 2017, and as a result, the State of Latvia currently owns 34.36% of the shares of Conexus, as – on December 15, 2017, prior to the SIA ITERA transaction – AST had purchased 18.31% of Conexus shares from Uniper (as reported by CEE Legal Matters on December 28, 2017).

    According to a TGS Baltic press release, “based on the assessment and opinions of the responsible authorities and involved independent consultants, the Government has concluded that the purchase of Conexus shares is an important issue of national energy independence and security. At the same time, by purchasing the shares of Incukalns underground gas storage operator, the State aims to continue the movement towards establishment of the Baltic and Finnish regional gas market by 2020.

    It will be possible to fully achieve the goal defined by the Government by ensuring the development of appropriate infrastructure (Estonian-Finnish interconnection Baltic connector and Lithuanian-Polish interconnection GIPL), reaching high market efficiency and equal competition, as well as ensuring gas price alignment with the Central Europe. The purchase of Conexus shares is also a profitable transaction to the Latvian Government based on the assessment carried out according to internationally recognized assessment methods.”

    The TGS Baltic team was led by Partners Marius Matonis and Andra Rubene and Associate Nauris Grigals. Partner Linda Strause and Senior Associate Mara Stabulniece advised on Energy Law aspects, and Senior Associate Mara Stabulniece advised on State aid regulatory aspects. The team also included Associates Aija Kreicberga, Jekaterina Anohina, Raivis Znotins, Rudolfs Vilsons, and Reinis Grunte.

     

     

  • Cobalt Obtains Positive Result for SIA Reaton Against Minority Shareholder Claim

    Cobalt Obtains Positive Result for SIA Reaton Against Minority Shareholder Claim

    On 16 November 2017 the Supreme Court of Latvia recognized the right of SIA Reaton, Ltd., a long-time client of Cobalt, to choose the most suitable form of business restructuring.

    According to Cobalt, the board of the company proposed to spin off certain business areas to daughter companies, with the majority of shareholders approving the plan in an annual meeting. A minority shareholder, who disagreed with the plan, filed suit, attempting to block the decision on the grounds that restructuring of business as proposed by the board should have been implemented as a reorganization, for which a 2/3 majority of shareholders’ vote is required. 

    The Supreme Court stated that according to the Commercial Law of Latvia there are two options on how a company may transfer its business to a subsidiary: 1) to establish a new company and to invest business into the capital of daughter-company or 2) to reorganize the company by splitting off certain businesses into new companies. The company has the discretion to decide which of the forms are most suitable for its purposes. Thereby, the minority shareholder cannot claim violation of its corporate rights if the model, selected by shareholders does not demand qualified majority of votes.

    Cobalt describes the ruling as “a landmark decision in relation to complex topic of shareholders involvement in company restructuring,” and claims that “it will further stimulate corporate activity in companies with diverse shareholder base.”

    The Cobalt Latvia team included Managing Partner Lauris Liepa and Specialist Counsel Sergejs Rudans.

     

  • Ellex Klavins, EY Latvia, and TGS Baltic Advise on Uniper Ruhrgas Exit from Latvian Gas Transmission and Gas Storage Market

    Ellex Klavins, EY Latvia, and TGS Baltic Advise on Uniper Ruhrgas Exit from Latvian Gas Transmission and Gas Storage Market

    Ellex Klavins and EY Latvia have advised Uniper Ruhrgas International GmbH on the sale of its stake in AS Conexus Baltic Grid — Latvia’s unified natural gas transmission system operator and natural gas storage system operator. The buyer, AS Augstsprieguma Tikls, was advised by TGS Baltic.

    According to Ellex Klavins, “the CBG share sale transaction was negotiated under the duress of the deadline prescribed by the Energy Law of Latvia that if Uniper (as a global gas producer / trader) had failed to divest its shareholding in CBG by 31 December 2017, then under the respective unbundling regulations Uniper would have lost its voting rights in the CBG shareholders’ meeting as well as lost the right to nominate candidates to the company’s supervisory board.”

    CBG was created as a legal entity in January 2017 as a result of the spin-off of the gas transmission and gas storage assets and functions of AS Latvijas Gaze (which until then had exclusive rights in Latvia for gas transmission, storage, distribution, and trading), which was mandated by Latvia’s implementation of the EU Directive requiring the unbundling of gas transmission operators/functions from gas production and trading.

    The seller, Uniper, which is part of a global energy company headquartered in Germany, has been a shareholder in LG since its privatization in 1997, and, in the LG reorganization, Uniper consequently acquired shares in CBG.

    The buyer, AS Augstsprieguma Tikls, is Latvia’s electric power transmission system operator (TSO) and is owned by the Republic of Latvia via shares owned by the Finance Ministry. The transaction is the initial share acquisition in the Latvian Government’s stated intent to acquire control of Latvia’s natural gas transmission and storage infrastructure. The transaction also brings within one state-controlled entity both electric power transmission and gas transmission functions. The Latvian Government aims to establish a regional gas market in the Baltic States and Finland by 2020.

    The share sale transaction was executed on December 12, 2017, and completed on December 15, 2017. The purchase price is confidential.

    The Ellex Klavins team advising Uniper was led by Senior Counsel Ivars Slokenbergs and Senior Associate Reinis Sokolovs.

    EY Latvia provided Uniper with sell-side M&A advice, financial modeling services, and regulatory support, with a team of Partners Guntars Krols and Nauris Kļava and Managers Viktors Sentuhovskis, Dmitrijs Minajevs, Damian Lozinski.

    Editor’s Note: After this article was published, TGS Baltic confirmed that it had advised Latvia’s Ministry of Economics on the acquisition of 18.31% of the shares of AS Conexus Baltic Grid by Latvian electricity transmission system operator AS Augstsprieguma Tikls.

    According to TGS Baltic, “based on the assessment and opinions of the responsible authorities and involved independent consultants, the Government has concluded that the purchase of Conexus shares is an important issue of national energy independence and security. At the same time, by purchasing the shares of Incukalns underground gas storage operator, the State aims to continue the movement towards establishment of the Baltic and Finnish regional gas market by 2020.

    It will be possible to fully achieve the goal defined by the Government by ensuring the development of appropriate infrastructure (Estonian-Finnish interconnection Baltic connector and Lithuanian-Polish interconnection GIPL), reaching high market efficiency and equal competition, as well as ensuring gas price alignment with the Central Europe. The purchase of Conexus shares is also a profitable transaction to the Latvian Government based on the assessment carried out according to the internationally recognized assessment methods.”

    The TGS Baltic team — which acted as part of consortium led by Rothschild — was led by Partners Marius Matonis and Andra Rubene and Senior Associate Nauris Grigals. Partner Linda Strause and Senior Associate Mara Stabulniece advised on Energy Law aspects, and Senior Associate Mara Stabulniece advised on State aid and Competition Law aspects. The team also included Associates Aija Kreicberga, Jekaterina Anohina, Raivis Znotins, Rudolfs Vilsons, and Reinis Grunte.

     

  • Eversheds Sutherland Bitans Advises Citadele on EUR 25 Million Second Unsecured Subordinated Bonds Program

    Eversheds Sutherland Bitans Advises Citadele on EUR 25 Million Second Unsecured Subordinated Bonds Program

    Eversheds Sutherland Bitans has advised AS Citadele Banka on its EUR 25 million Second Unsecured Subordinated Bonds Program and on a public offering of a first series of subordinated bonds issued under the program with a total nominal value of EUR 20 million and subsequent listing on the Baltic Bond list of Nasdaq Riga Stock Exchange.

    Citadele Banka is a Latvian bank with a presence across the Baltics and Switzerland. According to Eversheds Sutherland Bitans, “in terms of actual shareholdings, 75% plus one share belongs to a group of international investors represented by the investment company Ripplewood Advisors LLC, while the remaining shares belong to the EBRD.”

    In addition, according to Eversheds Sutherland Bitans, “the 10-year bonds, with a coupon rate of 5.5% payable semi-annually, were issued to strengthen Citadele Group’s overall capital position and to refinance the current subordinated debt outstanding to the European Bank for Reconstruction and Development (EBRD).” The firm reports that, “as with Citadele’s EUR 40,000,000 First Unsecured Subordinated Bonds Program, completed last year [as reported by CEE Legal Matters on January 9, 2017 http://ceelegalmatters.com/latvia/5604-eversheds-advises-citadele-bank-on-corporate-bond-issuance], we provided full-scope legal support: from preparing the issuer for the public offering (drafting the prospectus and principal documents, advising on regulatory and jurisdictional matters, managing the issuer’s legal relationship with stakeholders, including Latvia’s Financial and Capital Market Commission, Nasdaq Riga and Nasdaq CSD) to its post-listing commitment management.”

    The firm’s team was led by Partner Edijs Poga.

  • Ellex Klavins and Triniti Advise on Orkla Confectionery & Snacks Latvija on Property Acquisition

    Ellex Klavins and Triniti Advise on Orkla Confectionery & Snacks Latvija on Property Acquisition

    Ellex Klavins advised Orkla Confectionery & Snacks Latvija on a land acquisition in the Adazi Region intended for a new production facility. The seller, Sabre Group, was represented by Triniti.

    Orkla is planning to move its current production facilities out of Riga. According to Ellex Klavins, the transaction was launched in the summer of 2017 and provides for the concurrent development an industrial park, parceled lands, and installation of a new infrastructure. The opening is scheduled for late 2019.

    Ellex Klavins reports that it worked in close collaboration with the Colliers International real estate consulting company. Cooperation agreements with the local government of Adazi were also involved in the transaction process.

    The Ellex Klavins team was led by Partner Ivars Pommers and included Partner Zinta Jansons and Associate Zane Miglane.

    The Triniti team advising Sabre Group was led by Senior Associate Armands Masulis, working with Associate Harijs Lielvards. 

  • Cobalt Advises Karma Ventures on Investment in Sonarworks

    Cobalt Advises Karma Ventures on Investment in Sonarworks

    Cobalt Latvia has advised venture capital firm Karma Ventures on its investment in Sonarworks, a Latvian innovative audio technology startup. 

    Karma Ventures is an early-stage venture capital firm, specialized in late seed and A round investments in Europe’s most promising tech startups. Cobalt has previously advised Karma Ventures on its investments in AppGyver (as reported by CEE Legal Matters on October 24, 2017), Plumbr (as reported by CEE Legal Matters on April 19, 2017), SpectX (as reported on June 9, 2017), Adaptive Simulations (as reported on May 9, 2017), and Minut, Inc. (as reported on November 27, 2017).

    Cobalt’s team was led by Partner Kristel Raidla-Talur and Associate Greete-Kristiine Kuru.