Category: Lithuania

  • Four New Partners at Valiunas Ellex

    Four New Partners at Valiunas Ellex

    Valiunas Ellex has announced that Joana Baublyte-Kulviete, Dovile Greblikiene, Aiste Medeliene, and Laura Ziferman have been made partners at the firm.

    Joana Baublyte-Kulviete is an expert in financial markets and regulation law and has over 14 years of experience working with different financing, acquisitions, securities, and corporate sales transactions and in other areas of regulated financial services. She offers advice to clients on matters of incorporating, licensing, restructuring banks and other financial institutions, and represents them in litigation. She joined Valiunas Ellex in 2002 and supervises the firm’s financial market and regulation practice.

    Dovile Greblikiene is Head of the firm’s Regulatory Industries and Trade practice. She Greblikiene has work with projects in areas ranging from power, gas and heat, and hydrocarbon extraction. She has represented clients in energy-related cases in national courts and international arbitrations. She also works in other regulated industries such as transport and telecommunications, among others.

    Aiste Medeliene is Head of Valiunas Ellex’s Tax practice. Before coming to work for Valiunas Ellex in 2011, she was a member of Lithuania’s Commission on Tax Disputes and has spent ten years working at the Law Faculty of Vilnius University. According to Valiunas Ellex, “by combining her theoretical and practical knowledge and keeping a systematic approach, she has earned her clients’ trust in solving the most complicated tax-related issues.”

    Laura Ziferman is Head of the firm’s Public Procurement and PPP practice at Valiunas Ellex. She has eleven years of experience in providing public procurement advice in complex infrastructure projects, and the firm describes her as “working on every major public and private partnership project currently underway in Lithuania.” In addition, according to Valiunas Ellex, “over her years of practice, Ziferman has represented her clients in many case-law proceedings involving termination of multi-million contracts due to violations of the public procurement procedure, imposition of huge fines, and presentation of interpretations of the most relevant public procurement matters.”

    “Business has been undergoing significant changes over the recent years, with new products and services being developed (particularly in the e-space) and business consolidations taking place, which all leads to the diminishing of the traditional boundaries of cross-sector competition,” said Rolandas Valiunas, Managing Partner of Valiunas Ellex. “Clients are expecting a full range of integrated legal services. Therefore, we are positive that the four experts in different fields will strengthen the firm’s existing team of fifteen partners and will help us offer even more innovative solutions and premium legal services to our clients.”

  • Consider Structuring an Investment Company (Fund)? Why Not Do This in Lithuania?

    Following the global financial crisis of 2008, the Government of Lithuania started considering measures that would create effective alternatives to banking financing. This was crucial to small and medium businesses, to which banking financing quite often was not available. One of these measures was the promotion of special collective investment undertakings (private capital, alternative, real estate, etc.), designated for professional and well-informed investors (the “Specialized CIUs”).

    After Commission Directive 85/611/EEC of December 20, 1985 on the coordination of laws, regulations, and administrative provisions relating to undertakings for collective investment in transferable securities (as amended; the “UCITS Directive”) and other related EU legislation was transposed to the Lithuanian legal system, only a few Specialized CIUs were found in Lithuania. This was due to the fact that the absolute majority of investors in Lithuania were non-professional investors, to which the highest level of protection had to be ensured, which in turn resulted in the highest level of obligations to intermediaries, providing investment services to such investors. Thus, when structuring the Specialized CIUs the market professionals and managers of collective investment undertakings usually searched for more advantageous jurisdictions, such as Luxembourg, the Netherlands, or Sweden.

    This situation started to change in 2013, when a new Law on Collective Investment Undertakings Designated for Informed Investors and other related legislation was adopted in Lithuania. As a result, a possibility was created to structure not only heavily regulated UCITS which provided a high level of protection of non-professional investors, but also Specialized CIUs, designated solely for informed investors, which do not require the same level of security. When creating a legal framework for these Specialized CIUs, the progressive regulations of other EU countries, in particular of Luxembourg (with its SIF – fonds d‘investissement specialise and SICAR – societe d‘investissement en capital a risque), were considered. 

    The main features of Specialized CIUs are as follows:

    All their investors must be informed investors. Applicable laws provide a number of conditions that “informed investors” must meet. However, generally these investors include professional investors (including high net worth companies) and natural and legal persons who are not professional investors but who have confirmed in writing their status as informed investors and who undertake to invest at least EUR 125,000 into a Specialized CIU.

    A wide range of legal forms of Specialized CIUs is offered. Specialized CIUs may act in the form of an investment fund (which is not a legal person and is managed by a licensed management company) or an investment company (which is a legal person and not necessarily managed by a licensed management company). The type of an investment company (fund) may be either closed-ended or open-ended.

    An investment company may be established as a public limited liability company (minimum authorized capital: EUR 40,000) or a private limited liability company (minimum authorized capital: EUR 2,500). In addition, it may also be structured as a general partnership (with no authorized capital; however, all partners of the partnership (i.e., investors) must have unlimited liability for obligations of the partnership) or a limited partnership (with no authorized capital; at least one partner of the partnership must have unlimited liability (general partner) and at least one partner must be liable for obligations of the partnership solely in the amount contributed by him or her to the partnership (limited partner)).

    No strict requirements with respect to investment objects and portfolio diversification are prescribed. A general principle is that investment objects of Specialized CIUs are not limited – i.e., they may invest into all kinds of financial instruments provided that the investment portfolio is diversified to ensure a proper breakdown of investment risk. As a general rule, this means that a Specialized CIU must invest no more than 30% of its assets into a single financial instrument (object). However, this portfolio diversification requirement does not apply to Specialized CIUs, assets of which are invested solely based on the risk capital investment strategy. Such Specialized CIUs may invest in a single financial instrument.

    Managers and investors have discretion to agree on conditions of investment activities and participation in a Specialized CIU. The applicable legislation provides for a high degree of discretion for managers of Specialized CIUs and their investments to agree on provisions related to establishment of net asset value, issue, acquisition, and redemption of shares (investment units), etc., discussing them in the incorporation documents of Specialized CIUs.

    Relatively short terms for licensing a Specialized CIU. A license permitting the activities for a Specialized CIU and its management company is issued by the Bank of Lithuania within three months from the provision of all the necessary documents.

    Taxation issues. Similarly, as with UCITS, investment income (except for dividends and other distributable profit) gained by Specialized CIUs is not subject to profit tax; only the distributed profit is taxed. General exemptions regarding distribution of dividends and capital gains are applicable in this case. Furthermore, asset management services are not subject to VAT if provided to Specialized CIUs.

    To sum up, when considering an investment vehicle for informed investors which would manage its portfolio flexibly, would have no strict portfolio diversification requirements, and would benefit from tax exemptions, one should always consider Lithuania as an option. 

    By Vidmantas Drizga, Partner, and Mantas Gofmanas, Senior Associate, Tark Grunte Sutkiene
    This Article was originally published in Issue 3.5 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
  • Motieka & Audzevicius and Dentons Represent PAO Gazprom Before Lithuanian Supreme Court

    Motieka & Audzevicius and Dentons Represent PAO Gazprom Before Lithuanian Supreme Court

    Motieka & Audzevicius, working alongside Dentons, has successfully represented PAO Gazprom before the Supreme Administrative Court of Lithuania.

    According to Motieka & Audzevicius, “in this case, the client contested a decision adopted by the National Competition Authority. For the first time in history, an undertaking’s obligation not to perform positive actions has been converted into an obligation to take positive actions, resulting, to put it mildly, in a significant fine. The delivery of the judgment of the Supreme Administrative Court of Lithuania has been postponed several times. This and the length of the judgment itself are a clear indication of the complexity of the case.”

    Moiteka & Audzevicius covered all issues under Lithuanian law, while Dentons supported PAO Gazprom on all aspects under EU and public international law. The Dentons team was led by Brussels Managing Partner Ed Borovikov, Partner Jorg Karenfort, Senior Counsel David O’Keeffe, and Josef Heinz. 

  • Motieka & Audzevicius Advises Lufthansa Technik on Lithuanian Tax Issues

    Motieka & Audzevicius Advises Lufthansa Technik on Lithuanian Tax Issues

    Motieka & Audzevicius has advised Lufthansa Technik AG, one of the world’s leading providers of aircraft maintenance, repair, and overhaul services, on tax issues in Lithuania.

    According to the firm, its advice “covered the issues of corporate income tax, possibility to carry-forward losses, taxation on dividends, interest and royalties, transfer pricing issues, cross-border taxation of human capital and other relevant tax incentives, including taxation of free economic zones.”

  • Sorainen Assists International Fintech with Lithuanian Launch

    Sorainen Assists International Fintech with Lithuanian Launch

    Sorainen Lithuania has assisted International Fintech with the launch of its operations in Lithuania. International Fintech, backed by investors from Israel, is developing a system that provides e-money and e-wallet services to online customers.

    Sorainen provided legal support in the process of obtaining an e-money license from the Bank of Lithuania which would authorize e-wallet and e-money services. International Fintech is the fifth of Lithuania’s 12 e-money institutions with foreign capital backing.

    “It is a great pleasure to see so much work bear fruit,” says Sorainen Associate Arturas Asakavicius, who led the firm’s team on the matter along with Associate Vytautas Sabalys. “Just recently the licensing process in Lithuania has experienced some favorable attention from local regulatory bodies, yet International Fintech was one of the first FinTech companies in Lithuania to set pathways in the licensing process. International Fintech is sure to make waves in the local market and abroad.”

  • Sorainen and Valiunas Ellex Advise on Largest M&A Deal in Lithuania in 2016

    Sorainen and Valiunas Ellex Advise on Largest M&A Deal in Lithuania in 2016

    Sorainen has advised the shareholders of Palink, the operator of the IKI grocery retail chain, on the EUR 213 million cash sale of 100% of Palink shares to ICA Gruppen, the shareholder of the Rimi Baltic retail chain. Valiunas Ellex advised the buyers on the deal, which is reported to be the largest M&A transaction in Lithuania this year, and which makes Rimi Baltic the second largest player in the Lithuanian grocery retail market.

    Subject to obtaining regulatory approvals the transaction is expected to complete not later than in the fourth quarter of 2017.

    Palink is currently the second biggest grocery retailer in Lithuania, operating more than 230 stores. Established by three brothers from Belgium in 1991, Palink opened its first store, billed as Lithuania’s first self-service food shop, in July 1992. Today Palink is an EUR 630 million-turnover company with an EBITDA of EUR 35 million in the 12 months that ended September 2016. Rimi Baltic operates a grocery retail business in the three Baltic States with 262 stores in total, 56 of which are in Lithuania.

    “This investment of the Swedish company ICA Gruppen is an excellent sign to Lithuania,” said Valiunas Ellex Partner Dovile Burgiene. “It bespeaks the confidence that global business has in Lithuanian retail market, its perspective, and its economy at large. It is natural that formally the transaction will be completed in the fourth quarter of the next year, as the merger of two competitors must be carefully assessed by the regulatory authorities in terms of its impact on the market.””

    The Sorainen team was led by Partner Laimonas Skibarka and Specialist Counsel Liudas Ramanauskas.

    In addition to Burgiene, the Valiunas Ellex team consisted of Inga Ciagiene, Julija Nikitaraviicene, Marius Juonys, and Aleksandr Asovskij.

  • Sorainen Advises CPA:17 on Lease of Kesko Senukai Logistics Center

    Sorainen Advises CPA:17 on Lease of Kesko Senukai Logistics Center

    Sorainen has advised CPA:17 – Global on the EUR 60 million acquisition of a modern Class A central logistics facility located in Kaunas from Baltic Retail Properties IISUTI UAB (BRP) and on the signing of a long-term lease agreement with Kesko Senukai, a prominent Do-It-Yourself retailer in Lithuania and the Baltic States. Valiunas Ellex advised the seller of the facility on the deal.

    CPA:17 – Global is managed by affiliates of W. P. Carey Inc., a prominent internally-managed net-lease real estate investment trust based in the U.S. that provides real estate-based financing solutions primarily for companies in the U.S. and Europe. Baltic Retail Properties IISUTI UAB is a real estate investment company managed by Zabolis ir Partneriai Kapitalo Valdymas.  

    Arvi Luoma, Executive Director of W. P. Carey Inc., commented: “We are pleased to have completed this transaction, which builds on our knowledge and expertise in Central and Eastern Europe. The acquisition of a critical asset leased to a strong tenant with leading market share and in a sector recognized as one of the most promising in the Baltic States is an attractive addition to CPA:17 – Global. This transaction is another example of how W. P. Carey is able to structure investments in existing net leased properties that meet our established criteria, while addressing the current financial objectives of the seller and the longer-term requirements of the tenant.”

    The purpose-built facility is the primary central distribution warehouse for Kesko Senukai. The facility serves all of Kesko Senukai’s stores in Lithuania and the majority of its other Baltic retail sites. The net lease has a term of approximately 15 years.

    The Sorainen team was led by Partner Kestutis Adamonis and Associate Karolis Kunigelis.

    Valiunas Ellex did not reply to our inquiries on the matter.

  • Motieka & Audzevicius Plays Ball with the LBL

    Motieka & Audzevicius Plays Ball with the LBL

    Motieka & Audzevicius is announcing that it has begun cooperating with the Lithuanian basketball league.

    According to the firm, “from now on, our lawyers are official LBL attorneys, who will take care of all legal issues of the basketball players and assist them in seeking victories.”

  • Glimstedt Advised UAB Glaveckaite Media on Investment by UAB Nextury Ventures

    Glimstedt Advised UAB Glaveckaite Media on Investment by UAB Nextury Ventures

    Glimstedt has advised UAB Glaveckaite Media on the investment into the company from UAB Nextury Ventures.

    According to Glimstedt, “the transaction commenced in August 2016 and was completed in November 2016.”

    Glimstedt lawyers structured the deal, drafted the transaction documents, and provided other legal support on transaction-related legal matters (including corporate, tax, intellectual property, etc.) The firm’s team was led by Associate Partner Ausra Maliauskaite-Embrekte, assisted by Senior Associates Edvard Gasperskij and Asta Macijauskiene.

  • Valiunas Ellex Advises on Tender for Lithuanian National Stadium

    Valiunas Ellex Advises on Tender for Lithuanian National Stadium

    Valiunas Ellex team has helped the city of Vilnius to prepare concession tender conditions for the country’s National Stadium.

    According to Valiunas Ellex, “it has been agreed that there will be established a multifunctional facility by a private investor based on the concession agreement.” The firm describes itself as “honored to be a part of this nationally significant case,” as “this is the first time when concession will be provided by two institutions i. e. the municipality and the Department of Physical Education and Sports under the Government of the Republic of Lithuania. The concession is planned for 25 upcoming years; the first three years are intended for construction.”

    According to Valiunas Ellex Partner Dovile Burgiene, assuming the tender takes place as planned and without any delays, construction should start within two years.