Category: Lithuania

TGS Baltic has advised InMedica on its acquisition of the Vilnius Implantology Center Clinic from the OP Group. Walless advised the seller.

The transaction remains contingent on regulatory approval.

“The acquisition will pave the way for the consolidation of private medical care, which will most certainly increase ease of access and quality of services,” Walless informed.

InMedica is a Lithuanian private healthcare service provider. The VIC is a dental treatment institution in Lithuania.

TGS Baltic previously advised InMedica on its merger with the MediCA Group (as reported by CEE Legal Matters on April 13, 2022) and the acquisition of Saulius Viksraitis’ Plastic Surgery Center (as reported by CEE Legal Matters on January 25, 2022).

The TGS Baltic team included Partner Dalia Tamasauskaite-Ziliene, Senior Associates Simas Paukstys and Ruta Tikuisyte, and Associates Paulius Dabulskis and Elvina Jurciukonyte.

The Walless team included Managing Partner Dovile Burgiene, Partner Aiste Medeliene, Associate Partner Akvile Mackay, and Senior Associate Sarunas Basijokas.

Sorainen has represented Nigerian state-owned company Asset Management Corporation of Nigeria in an oral hearing before the CJEU in a case against aviation company Lufthansa.

“The subject matter of the proceedings was the interpretation and application of the provisions of EU laws,” Sorainen informed. “Taking into account the complexity of the legal issues in this case and requests from the parties, the CJEU decided to examine the preliminary questions, submitted by the Supreme Court of Lithuania … during the oral proceedings, with the examination being done by a panel of five judges and the advocate general. Not only the parties to the case but also representatives of the European Commission and the Government of the Republic of Lithuania have expressed their opinion on questions referred for a preliminary ruling.”

“The current case law of the Court of Justice of the EU on examined provisions is limited, therefore, the upcoming decision will be a tremendous contribution to the unified interpretation and application of provisions throughout the EU,” the firm added. “The case is unique in that it is very rare for the Court of Justice of the European Union to examine preliminary questions during the oral procedure.” 

The Sorainen team included Partner Kestutis Svirinas, Senior Associate Almina Ivanauskaite, and Assistant Lawyer Vincas Sniute.

Sorainen, working with Norton Rose Fulbright, has advised Oxlylabs on its acquisition of the Webshare Software Company. Orrick Herrington & Sutcliffe reportedly advised the seller.

Established in 2015, Oxlylabs is a Lithuania-based public web data gathering solutions provider.

The Webshare Software Company is a Silicon Valley-based self-service proxy company whose portfolio includes over 10,000 active customers.

“Webshare is playing an essential role in the proxy market ecosystem by providing fast and affordable solutions, the quality of which is praised by their clients,” Oxylabs CEO Julius Cerniauskas commented. “Achieving rapid industry recognition is an impressive accomplishment, made possible only by the immensely talented people of Webshare. With the addition of our technical expertise and industry experience, we will help them get established as one of the key players in the industry while maintaining their explosive growth.”

The Sorainen team included Partner Mantas Petkevicius and Senior Associate Matas Maciulaitis.

UBO register changes and an overall companies law overhaul to protect shareholder rights are on the agenda in Lithuania, according to Sorainen Partner Evaldas Dudonis.

“This January saw the introduction of the UBO register, with a rather rudimentary initial version only applying to entities owned by one single natural person,” Dudonis begins. “Subsequently, in May, new aspects were added to it that made it a bit too inquisitive – requiring information on every ownership chain member entity and CEOs, including addresses, passport copies, and tax residence info.” 

Dudonis reports that, during the summer, there has been a “vibrant public debate about whether or not the UBO register is too harsh.” According to him, the debate was so intense that it, in effect, “pushed back on the date of the implementation of sanctions for failure to file information to the UBO register by the end of September. The companies were not very eager to be handing over all on this date, and they are still expectant of a change to the regulations which would ease the requirements,” Dudonis explains.

Furthermore, Dudonis shares that the overall company law framework is set to have a quite important overhaul which might have gone under the radar for many. “The Ministry of Economy and Innovations drafted a number of changes to the Law on Companies, all of which are important and innovative,” he says. For example, the amendments will allow for shareholder meetings and general assemblies to take place via video conferencing tools. “The change will allow for those shareholders that (jointly) own at least 10% of the company to demand to be allowed to participate remotely, which is a great win for minority shareholder rights.”

Additionally, Dudonis reports that squeeze-out and buyout rights are to be put in place for private companies. “In essence, these too are shareholder protection mechanisms and will lead to more market liquidity.” Moreover, he reports that issuing of privileged classes of shares will have a more liberal regime. “The law introduced changes that allow for different classes of shares with the only limitation being that the privileged shares must not represent more than 50% of all shares issued,” he adds. “Also, the upcoming lowering of the initial incorporation capital requirement threshold – coming down to EUR 1000 from EUR 2500 – should only help this further.”

Dudonis feels that these changes will not only increase overall shareholder protection but will also attract new investors. “In general, these changes will increase market flexibility – especially privileged share classes – which should foster an even greater growth of the start-up sector.” Dudonis reports that all of these changes have “passed various clearance stages,” and hopes they “will get enacted by the end of the year, if any part of them, e.g., the minority shareholder parts, do not get blocked.”

Former Sorainen Senior Associate Dalia Augaite has joined TGS Baltic as an Associate Partner in Lithuania, at the beginning of September.

According to TGS Baltic, “with almost twenty years of legal experience”, Augaite is an expert in capital markets and financial law and “specializes in developing securities and investment insurance products.”

Augaite joins from Sorainen, where she spent six years as a Senior Associate between 2016 and 2022. She previously spent over 11 years in-house with SEB Bank, first as Head of the Business Law Unit and, since 2011, as Head of the Investment and Insurance Law Unit. Earlier, she spent another two years as Legal Counsel with Swedbank, between 2003 and 2005.

“For me, law is the language of logic. When businesses no longer find a logical link with each other or with regulators, a lawyer is the one who helps to move forward,” Augaite said. “I am delighted to join this team of professionals! I am confident I will not only be able to advise clients on their business development issues, but also to improve Lithuania’s regulatory environment and participate in projects promoting the development of Lithuanian capital markets.”

Sorainen has advised the Vilnius Coding School on the acquisition of Baltijos Kompiuteriu Akademija from its founders.

Baltijos Kompiuteriu Akademija is an information technology professional training and certification academy for IT management and technology professionals. 

The Vilnius Coding School manages schools in Lithuania, Latvia, the Czech Republic, and Ireland. According to Sorainen, “with this expansion, the programming school will have wider opportunities to participate in complex projects, increase market competition, and strengthen operations in foreign markets.”

“Acquiring Baltijos Kompiuteriu Akademija will allow us to expand our training and offer unique options for IT professionals,” commented Vilnius Coding School Founder and Manager Julija Rimsele. “We will now also be able to issue international IT certificates, which have constantly growing value and are in constantly growing demand in the market.”

Sorainen’s team included Partner Mantas Petkevicius, Senior Associate Mindaugas Dominykas Baniulis, and Associate Goda Jakubauskaite.

Former Lietuvos Pastas Head of Legal and Public Procurement Gabija Kuncyte has joined Compensa Life Vienna Insurance Group SE as its Chief Legal and Compliance Officer in Lithuania.

Previously, Kuncyte worked for the Lithuanian postal services company between 2018 and 2021. Between 2015 and 2017 she served as the Director of Legal and Corporate Governance at EPSO-G. Earlier still, she was the Head of Legal at AB Klaipedos Nafta between 2012 and 2015 and the General Legal Counsel of the Group at E Energija between 2011 and 2012. Before moving in-house Kuncyte was an Associate Partner at the Varul law firm between 2010 and 2011 and an Associate with Eversheds between 2009 and 2010. Her experience also includes serving as the Head of the Division of Public Procurement and Real Estate at JSC Lithuanian Railways between 2006 and 2009 and as an Associate Counsel at Ecovis Proventus.

“I am super excited to join the team of Compensa Life Vienna Insurance Group SE as Head of Legal and Compliance for the Lithuanian Branch,” commented Kuncyte. “As the Lithuanian Branch is in its active development and expansion stage, it is a very interesting stage for compliance and legal function to keep pace with business in the face of all new market trends and especially insurance going green tendencies. It all requires a lawyer to be very inventive, business-driven, and able to take out-of-the-box decisions every single day.”

Originally reported by CEE In-House Matters.

Ramunas Kontrauskas has joined TGS Baltic’s Lithuanian office as a Partner and Co-Head of the Dispute Resolution Specialisation Group. 

Kontrauskas was previously a Partner at Marger Law Firm. He joined his previous firm in 2000 and made Partner there in 2006. 

“I have joined one of the strongest law firms not only in Lithuania but also in the Baltics, the colleagues are exceptionally professional and competent,” commented Kontrauskas. “I highly appreciate the experience of TGS Baltic. I believe that this experience will help me not only to use the competencies that I already have but also to go for new professional achievements. I feel the openness of my new colleagues and see many smiles from day one.”

Cobalt has advised Trophy Games Development on its acquisition of Piu-Piu.

According to Cobalt, Piu-Piu is a Lithuanian game developer company that has built the airline tycoon PC game SkyHaven.

Trophy Games is a Danish Copenhagen-based game studio that develops and publishes mobile and PC games. The company focuses on creating multiplayer strategy and manager games. It has more than 15 years of experience with video games for mobile and PC and more than 20 million users.

Cobalt’s team included Managing Partner Irmantas Norkus and Managing Associate Deimante Pagiriene.

Cobalt was unable to provide additional information on the deal.

On September 1, 2022, Cobalt announced that Bewi’s Acquisition of BalPol (reported by CEE Legal Matters on July 22, 2022) has now closed.

As previously reported, Cobalt advised Bewi on its acquisition of the Lithuanian insulation company UAB Baltijos Polistirenas. Triniti advised the sellers on the deal.

Bewi is a provider of packaging, components, and insulation solutions. 

According to Cobalt, “BalPol is the market leader in Lithuania for insulation solutions from expanded polystyrene and PIR, and for EPS packaging solutions. By acquiring 100% shares of BalPol, Bewi will stand as a market leader in Lithuania by broadening its insulation offering and having new products such as PIR and MW sandwich panels and PIR insulation boards.”

Cobalt’s team included Partner Elijus Burgis and Managing Associate Deimante Pagiriene.

Triniti’s team was led by Partner Giedre Ciuladiene.