Banking, finance and capital markets in Estonia
Cobalt acts primarily on high-value transactions, venture capital and capital markets projects, alongside advising on financial regulatory and restructuring matters. Clients include Luminor, First State Investments, and Rubylight. The 'results-oriented' Marina Kotkas leads the practice alongside Kristel Raidla-Talur, while senior associate Monika Koolmeister is highly recommended for her work on regulatory and AML-related matters. The firm's capabilities are best demonstrated by its advice to Luminor, DNB, and Nordea Bank on its strategic partnership with Blackstone, a landmark deal including a €1bn acquisition by Blackstone of 60% of Luminor. Kristjan Kotkas has left the firm.
Marina Kotkas; Kristel Raidla-Talur
‘Very pro-active and supportive attitude, good project management.’
‘Very energetic, forward-looking team. Actively works with the client and proposes solutions, looking beyond the assigned matter.’
European Investment Bank
First State Investments
- Advising European Investment Bank on a €12mloan to Elcogen.
- Advising Luminor on updating its euro medium term note programme and establishing a covered bond and subordinated note programme.
- Advising European Diversified Infrastructure Fund II on its €320m investment in Utilitas.
Raino Paron leads the experienced practice at Ellex, working on capital markets and financial regulatory matters, advising major financial institutions alongside handling IPOs and bonds issues. Ermo Kosk and Gerli Kilusk are noted for their expertise in bank finance and capital markets matters. Clients include Danske Bank, and the European Investment Bank. The team advised on the regulatory aspects of Blackstone's €1bn acquisition of Luminor, assisting with complex elements of the deal including the establishment of Blackstone as a banking institution. Senior associate Martin Mäesalu is also noted. Marko Kairjak joined from TGS Baltic.
Nasdaq CSD SE
European Investment Bank
European Bank for Reconstruction and Development
- Advised Blackstone on the acquisition of a majority stake in Luminor for €1bn. The process of approval of the transaction and obtaining of permissions for the acquisition by the European Central Bank is still pending.
- Advised AS LHV Varahaldus and AS LHV Pank on the financing the lease of an aircraft by national airline Nordica.
- Advised LHV Group AS on the first ever bond programme in Estonia, totalling €30m.
Sorainen maintains its prominent regional position, advising on significant transactions alongside regulatory advice to banks and financial institutions. The team is led by the well-respected Reimo Hammerberg, who advises on traditional banking and finance matters alongside new technologies and cryptocurrency. Notable regional clients include Nordea Bank, Nasdaq Baltic, and PlusPlus Capital, with the firm acting on both sides of high-value transactions and financing matters. The team's capability was demonstrated by its advice to a syndicate of banks on the complex financing of the European Diversified Infrastructure Fund's €364m investment into Utilitas. Senior associate Jane Eespõld is also noted.
‘The team is a market leader in financial regulatory work and fintech in particular. There is not much to go around in terms of transactional work on the Estonian market, but the team seems to get at least their fair share.’
‘The team is exceptionally smart, knowledgeable and client-oriented. They react quickly and provide absolutely fantastic advice.’
Northern Horizon Capital
Former minority shareholders of EestiTelekom
- Advised Baltic Horizon Fund, managed by Northern Horizon Capital, on listing its five year unsecured bonds on Nasdaq Baltic Bond List and subsequent €50m bond issues under the same terms and conditions.
- Analysis of the legal and regulatory framework of the Estonian capital markets for the Estonian Ministry of Finance as part of the Estonian capital markets diagnostic project.
- Acted for a syndicate of banks on Estonian elements of financing the €364m investment of European Diversified Infrastructure Fund II SPSc, an infrastructure fund managed by First State Investments into Utilitas.
The experienced pair of Andres Siigur and Hannes Vallikivi head up the practice at Derling Primus, advising international financial institutions on complex regulatory matters including passporting and licensing alongside handling high-value capital markets and banking work. Clients include Swedbank, East Capital, and online trading platform Funderbeam, demonstrating the team's expertise throughout the practice area. Siigur advised IT company Nortal on its €50m bond issue. The 'extremely responsive' Rolan Jankelevitsh is also noted.
Andres Siigur; Hannes Vallikivi
‘Derling Primus provide a highly professional and at the same time comfortably tailored legal service.’
‘Partner involvement is excellent’.
- Acted as the Estonian legal adviser on Nortal’s €50m bond issue.
- Advising the institutional minority shareholders of Olympic Entertainment Group AS (OEG) on the squeeze-out of shares of OEG by Novalpina Capital Partners I GP S.à r.l.
- Advising Funderbeam, operator of a global trading platform for investors to buy and sell equity stakes in private companies, on various legal matters
The 'very efficient' Kirsti Pent heads the team at FORT, which specialises in fintech matters including crowdfunding and P2P lending, alongside traditional financing transactions and regulatory advice. The team has a range of sector specialisms and, testament to this, its client list includes crowdfunding platform Crowdestate, telecoms operator Elisa, and Nordea Bank. Headline work includes its advice to LHV Pank on the €410m acquisition of Danske Bank's private loan portfolio, where the team handled due diligence and regulatory matters.
‘Able to deliver work at the same standard as bigger firms.’
Tuleva Fondid AS
LHV Pank AS
ERGO Insurance Group
Nordea Bank Abp
Montonio Finance OÜ
- Advised LHV Pank on the acquisition of Danske Bank’s private loan portfolio, valued at around €410m.
- Advised Mogo Finance on its €75m public bond issue.
- Advised EveryPay on negotiating and concluding a payment gateway services agreement with a leading bank.
TGS Baltic specialises in fintech and regulatory work, with a particular focus on crowdfunding and other alternative funding platforms. The firm's transactional capabilities are also notable, the team are advising Ares Management on its $120m financing agreement with Teligent, a cross-border deal involving parties from Estonia and the US. Other key clients in the fintech space include Admiral Markets, Fellow Finance and EstateGuru. Marko Kairjak left the firm to join Ellex.
‘Innovative team with hands-on experience.‘
Ares Management Corporation
Kreditex Group companies (AB Kreditex, Express Credit and Kreditex Ühisraha)
Arco Vara group
Dreymoor Fertilizers Overseas Pte Ltd
- Advised Ares Management on Estonian legal matters regarding a $120m financing agreement with Teligent Inc.
- Assisting Bigbank with terminating the activities of its branch in Spain and handover of the portfolio.
- Advising Admiral Markets on the exploration of options to provide services for virtual currencies, more specifically virtual currency wallet service and virtual currency exchange service, establishing Admiral Virtual.
Eversheds Sutherland Ots & Co focuses on financing work, both in terms of transactions and advising funding institutions, with a particular specialism in online and tech-based clients, which include Click&Grow, TeamScope, and Wise Guys Ventures. The team is led by banking and finance specialist Tarmo Repp alongside regulatory expert Risto Rüütel, allowing the firm to focus on a range of issues. Maivi Ots is also highly regarded; she advised K-Fund, JB Nordic Ventures, and Naya Capital on their €60m investment into taxi dispatch start-up Bolt, formally known as Taxify.
Tarmo Repp; Risto Rüütel
Wise Guys Ventures
K-FUND I FPCI
JB Nordic Ventures Oy
Naya Capital Management UK Limited
- Advised Click & Grow on the closing of a financing round through which the company raised over $11m.
- Advised K-FUND I FPCI/Korelya Capital, JB Nordic Ventures Oy, and Naya Capita on a €60m equity investment in Taxify (Bolt).
KPMG Law in Estonia
Advokaadibüroo KPMG Law assists emerging payment providers, particularly within the telecoms industry, with securing payment licenses, with clients including Elisa Eesti and ForPeeps. The team also advises on transactions financing and bond issues, and continues to act for Versobank in liquidation. In a difficult capital markets environment, the successful €2m bond issue by Levikom was a highlight. Lauri Liivat is a key name to note. In 2020, Risto Agur departed to NOVE.
P81 Business Property
Glint Pay Limited
Lozik Media Services
- Advising Elisa on its payment institution license from the Estonian FSA.
- Advised Versobank (in liquidation) on the disposal of its loan portfolio for an approximate value of €12.2m to LHV Pank AS.
- Advising Levikom on its €2m securities offering.
Advokaadibüroo PricewaterhouseCoopers Legal OÜ
Advokaadibüroo PricewaterhouseCoopers Legal OÜ focuses on regulatory and compliance work, taking advantage of Estonia's growing fintech and cryptocurrency industries, alongside advising traditional businesses and investment funds. Viljar Kähari and Priit Lätt lead the team, advising clients including Ferratum Group, InWise, and Crowdcredit on blockchain, payment systems, and various other developments. Testament to its expertise in emerging fintech markets, the firm is acting for the European Bank for Reconstruction and Development and the Estonian Ministry of Finance on the creation of a fintech sandbox regime in Estonia, including incorporating it into existing regulatory frameworks.
Viljar Kähari; Priit Lätt
Baltic Real Estate
Estonian E-Residency team
- Advising and making recommendations to the European Bank for Reconstruction and Development and the Estonian Ministry of Finance on the creation of a fintech sandbox regime in Estonia.
- Advising Linnakodu, an Estonian real estate fund, on the refinancing of a €6.6m investment loan.
Timo Kullerkupp leads the practice at RASK Attorneys-at-Law, acting for clients on regulatory matters and transactions, with a particular strength in advising investors and funding platforms, alongside work with the public sector, advising the Estonian Investment agency on funding issues. Another example of public sector work is the team's advice to Eesti Energia on its establishment of a cross-border consumer credit platform.
Digitaalne Sputnik OÜ
Zenith Family Office OÜ
International Invest Project OÜ
Magnetic MRO AS
TF Bank AB (Estonian Branch)
Procedo Capital OÜ
Modera Software AS
La Muu AS
Optimum Linea OÜ
- Advising the Estonian branch of TF Bank on all legal matters, including regulatory matters, consumer protection, competition, and consumer credit documentation.
- Advised Proceduro Capital on mezzanine financing for the purchase of 100% of the shares for the development of a major private medical centre.
The 'professional and results-oriented' Ants Karu leads the practice at LEXTAL, specialising in syndicated loan facilities, particularly cross-border transactions. The team primarily acts for banks and financial institutions on lending and equity capital markets work, with clients including Santander Polska, IuteCredit Europe, and Aasa Global. Karu was the Estonian counsel for Skandinaviska Enskilda Banken and other international banks on a €500m syndicated loan facility and notes issue to Adven Group.
‘Lextal were very responsive, always delivered on time and the overall performance has always been very good.‘
‘Very speedy and clear advice without unnecessary legal jargon.’
Skandinaviska Enskilda Banken AB
Santander Bank (Polska) S.A.
AS IuteCredit Europe
AS Aasa Global
- Advised Skandinaviska Enskilda Banken, other banks and a number of institutional investors on a €500m syndicated loan and notes facility to Adven Group.
- Advised Santander Bank Polska and other banks on a €120m syndicated loan facility to plywood manufacturing group Paged.
- Advising AS IuteCredit Europe and its majority shareholder on the issuing of new shares worth €10.8m.
NJORD Law Firm
Veikko Toomere heads the practice at NJORD Law Firm, specialising in newtech and fintech work for a range of tech firms in Estonia. Matters cover crowdfunding, initial coin offerings, and e-licensing arrangements for newly-established companies. Virgi Nael joined from an in-house position at BigBank, bringing considerable expertise in the Nordic banking sector. Clients also include fintech and entertainment companies, as well as international law firms. Fintech specialist Anne Veerpalu advises Fundwise, the first equity crowdfunding platform in Estonia.
Freshfields Bruckhaus Deringer
Kopikas Entertainment OÜ
- Advising bitcasino on the establishment of bitcoin gambling company Kopikas Entertainment, with only bitcoins as share capital contributions.
- Assisting multiple international clients with their initial coin offerings.
Allar Aru and Hannes Küün jointly head the team at TARK, which has a particular strength in acting a financial regulatory counsel for clients domestically and across the EU, also providing advice on acquisition and project finance matters. The firm counts several notable international financial institutions as clients, including AIG Europe, and also acts for funds including Delta Production and Vienna Insurance Group. The firm's expertise in regulatory matters is best demonstrated by its ongoing advice to the Central Bank of Estonia. Tanel Küün is another name to note.
Allar Aru; Hannes Küün
Central Bank of Estonia
AIG Europe Limited
Pro Kapital Grupp
Vienna Insurance Group (VIG)
Delta Production Limited
PharmaEstica Manufacturing OÜ
- Advised Delta Production Limited on setting up and financing Studioworks OÜ.
- Advised PharmaEstica Manufacturing OÜ on EU/state support financing matters, which involved previous financing received through Enterprise Estonia (EAS) from EU support measures.
Triniti Estonia focuses on alternative financing and capital markets transactions within the tech sector, especially fintech. The team also advises banking clients on a number of regulatory concerns, including anti-money laundering (AML) procedures, bankruptcy, alongside providing security agency services for several financing platforms. The practice is led by senior associate Katri Tomson, who focuses on cryptocurrency and AML issues.
OP Corporate Bank Ltd
SIA Unicredit Leasing
OÜ Transpordi Varahaldus
Investors of AS Süda Maja (bankrupt)
EstateGuru OÜ and Estateguru tagatisagent OÜ
Shantiment PTE. LTD and Santiment LLC
Alexela Group OÜ
- Advised OP Corporate Bank Ltd Estonian Branch on the drafting and implementation of internal rules for AML procedures.
- Advising Transpordi Varahaldus on a €10m bond issue for the acquisition of an aircraft.
- Advising Exscudo OÜ on its submission for virtual fiat exchange and wallet services from Estonian FIU.