Banking, finance and capital markets in Estonia

Cobalt

Cobalt focuses on high-value matters, handling complex financing transactions, capital markets projects and venture capital transactions, as well as advising on financial regulatory issues, an area where co-chair Kristel Raidla-Talur is noted. She jointly leads the group with Maria Kotkas, who has significant experience of financial restructuring projects and cross-border financings across the Baltics. Managing associate Monika Koolmeister is noted for advising major banks and financial institutions on regulatory and compliance. Associate Greete-Kristiine Kuru has a burgeoning practice in venture capital transactions.

Practice head(s):

Marina Kotkas; Kristel Raidla-Talur

Other key lawyers:

Monika Koolmeister; Greete-Kristiine Kuru

Testimonials

‘The team is generally very responsive and knowledgeable about this area of law and more importantly, they are also up to date and very apt to keep us duly informed about the developments from a regulatory point of view which, in relation to virtual currencies, is undergoing extensive amendments. ’

‘Monika Koolmeister was our lead and has been very efficient and responsive to our needs. Moreover, she possesses the knowledge required to assist us with a very difficult FIU licence process which we managed successfully. Another team member Julija Kostomarova was very helpful and efficient in helping with corporate matters ensuring a very smooth process to give effect to the corporate changes we wanted to implement.’

‘Business-minded thinking when providing legal services. Great expertise on covered bonds and other debt capital markets topics. ’

‘Thorough background research always done on the case at hand, quick and practical answers.’

‘The team includes great persons with personal close experience from regulated entities. This means they usually have a good idea of the practical side as well, next to the text of law.’

‘Pragmatic and commercially focused advice. Good awareness of how the Estonian system differs from other EU jurisdictions (and therefore very helpful advice on the areas that will be tricky for non-Estonian investors/ lawyers; and comparisons to UK market practices and standards (eg BVCA investment documents)). Struck the right balance between making sure all the legal formalities were observed, whilst not over-lawyering.’

‘Best team in the Baltics. Always available and reliable.’

‘Marina Kotkas is a very dedicated lawyer with strong negotiation skills and solutions- oriented approach. Marina is also very nice to work with.’

‘Cobalt’s team is always ready to move in and deliver more than expected. Cobalt provides clear input while keeping the advice level (where necessary) still understandable and not overly legalistic. Most importantly they do work with the client and really take in the client’s needs as opposed to just state strictly the legal requirements. They have been a tremendous support. ’

‘Monika Koolmeister – she is a rare find. Puts in enormous effort, has extensive prior experience from working both in-house in financial sector as well as from different leading law firms. Monika is fast and very structured, she brings clarity by asking the simple but to the point questions to understand the core of the problem and builds up solutions based on this. ’

Key clients

Luminor Bank

SEB Bank

Karma Ventures

Swedbank

LHV Bank

European Investment Bank

First State Investments

Inbank

Nordic Investment Bank

EBRD

Work highlights

  • Advised Luminor on updating its euro medium-term note programme and on its €500m issuance of covered bonds.
  • Advised LHV, an Estonian credit institution, on the issuance of €250m of covered bonds.
  • Advised venture capital fund Karma Ventures on several investments into financial technology start-ups.

Ellex

Ellex is known for its cross-border financing work on behalf of European banks, and for its capital markets mandates. Ermo Kosk has acted for major Scandinavian and Estonian banks. The team advises on debt and equity securities and on financing and debt restructuring. Practice head Raino Paron  is well thought-of for his expertise in financial regulatory matters and in the financial services sector; Marko Kairjak also handles financial regulatory, alternative financing and fintech. Martin Mäesalu is an up-and-coming new partner; associate Helen Ratso is noted for her experience advising investment funds.

Practice head(s):

Raino Paron

Other key lawyers:

Ermo Kosk; Gerli Kilusk; Marko Kairjak; Martin Mäesalu; Helen Ratso

Testimonials

‘Ellex banking team is very professional. I especially appreciate their business orientated mind – so that they will always see the task not only as from legal point of view but also from business side. This makes in-house lawyers job much easier. I also appreciate their personal and very direct communication. ’

‘Raino is also very easy to talk to and has a very calming and supportive way to deal difficult cases. ’

‘The team has the ability to cover banking, finance and capital markets practice in Estonia from A to Z, and has deep knowledge in navigating between different interconnected matters, practice areas.’

Key clients

Swedbank

SEB Pank

Danske Bank

Coop Pank AS

AS Inbank

Nasdaq OMX Tallinn

AS Tallink Grupp

SmartCap

Republic of Estonia via Ministry of Finance

European Investment Bank

SA KredEx

Admiral Markets AS

Estateguru OÜ

IUVO Group OÜ

Julianus Inkasso OÜ

Argeld OÜ

Work highlights

  • Advised a consortium led by Blackstone Group on the acquisition of a majority stake in Luminor for €1bn.
  • Advised a syndicate of Citigroup Global Market, Deutsche Bank AG, London Branch, ING Bank N.V., London Branch and UniCredit Bank AG, on the initial bond purchasers and mandated lead arrangers on Bite Group’s €700m bond issuance and financing.
  • Advised Coop Pank on issuing new shares during the IPO and submitting them for public trading on the Tallinn Stock Exchange.

Sorainen

Sorainen has a strong presence across the Baltic states and in Belarus, advising domestic and international banks and financial institutions on significant transactions. Other key areas of work include blockchain finance and ICOs, and capital raising through structured notes and bond issues. Practice head Paul Künnap is experienced in venture capital and private equity transactions. Associate Jane Eespõld is noted for her work in financial services and regulations, and the team has handled licensing for credit and payment institutions and the development of new products.

Practice head(s):

Paul Künnap

Other key lawyers:

Jane Eespõld

Key clients

Citibank, Société Générale and Nordea Bank

LHV Varahaldus (LHV asset management)

Estonian Ministry of Finance

European Bank of Reconstruction and Development (EBRD)

European Commission’s Structural Reform Support Service (SRSS)

Nexo Capital Inc.

Northern Horizon Capital

OP Corporate Bank

Bolt (formerly Taxify)

Vienna Insurance Group

European Investment Bank (EIB)

Work highlights

  • Advised Citi, Société Générale and Nordea Bank as the joint lead managers on the €1.5bn 10-year government bond issue of the Republic of Estonia.
  • Advised the Estonian Ministry of Finance on the development of a legal and regulatory framework for covered bonds in Estonia, to provide investors with the same level of protection throughout the Baltics.
  • Represented Polybius Foundation, which had conducted an initial coin offering, in an Estonian landmark dispute where one of the buyers attempted to force a reversal of his token purchase.

TGS Baltic

TGS Baltic is particularly recommended for fintech and financial regulatory matters, with a particular niche in the setup of crowdfunding and P2P lending platforms. Practice head Kirsti Pent, who joined from FORT in July 2020, has experience advising both traditional financial institutions and fintech clients. Associate Elina Varendi has a growing practice providing regulatory assistance, and also advises clients on alternative and start-up financing. Other key areas of work for the team include capital markets transactions, where it has a strong record in bond issuance.

Practice head(s):

Kirsti Pent

Other key lawyers:

Elina Varendi

Key clients

EstateGuru

PRFoods

Bigbank

Advapay

GetID

Risk Point A/S, UK Branch

Opera

Tuleva

Rimi

IUVO Group

Work highlights

  • Advised Opera group on signing a share purchase agreement for the acquisition of banking-as-a-service provider PocoSys and its sister company, EU-licenced Pocopay.
  • Advised Estateguru on its registration as a crowdfunding platform operator.
  • Advised a client in applying for a payment institution license.

WALLESS (former Derling Primus)

WALLESS (former Derling Primus) is particularly known for acting as financial regulatory counsel, in addition to its cross-border finance and capital markets work. The team handles trade finance in the energy trading sector, acquisition finance and project finance. Andres Siigur has experience advising financial institutions and corporate clients, and handling debt and equity financing transactions. He jointly heads the practice with Hannes Vallikivi, who has expertise in IPOs, public takeovers and bond issues.

Practice head(s):

Andres Siigur; Hannes Vallikivi

Key clients

East Capital

Firebird

Funderbeam

Invesco

INVL Asset Management

Nortal

Swedbank

Trigon Asset Management

Work highlights

  • Advised the minority shareholders of Olympic Entertainment Group on the squeeze-out of the shares in Olympic Entertainment Group.
  • Advised on the financing of several renewable energy projects in Estonia and in neighbouring countries as both lenders’ and borrower’s legal counsel.
  • Advised on the establishment of several alternative investment funds in Estonia.

Eversheds Sutherland Ots & Co

Eversheds Sutherland Ots & Co handles a broad range of commercial and financing transactions, with particular expertise in bond issues and all fintech-related regulations. Practice head Risto Rüütel specialises in financial regulatory and compliance issues and has experience advising on blockchain technology. The team can draw on the firm's wider global platform, and in consequence is recommended for international clients seeking licences to operate in Estonia.

Practice head(s):

Risto Rüütel

Other key lawyers:

Maivi Ots; Tarmo Repp

Key clients

Placeholder Fund I, LP

Xolo Go OÜ

Mattig Management Partners GmbH

OmniMatrix OÜ

Naya Capital Management UK Limited

Compare Finance OÜ

Work highlights

  • Advised Xolo Go, a fintech company, on successful cooperation negotiations with a German bank providing white-label banking solutions to fintech companies.
  • Advised Mattig Management Partners on financing from European Bank of Reconstruction and Development (EBRD) structure funds.
  • Advised Naya Capital and its affiliates on a €100m investment in Bolt Technology OÜ, an Estonian origin technology company.

FORT

Group lead Merit Lind has been key to FORT's growing practice in fintech and alternative financial services. The practice routinely advises start-ups, particularly innovative technology start-ups, and has experience with regulated industries as well as the information technology sector. In addition, the team handles real estate financing and is strong in financial regulatory.

Practice head(s):

Merit Lind

Other key lawyers:

Minni-Triin Park; Kristin Kamilla Kirss

Testimonials

‘The team we have worked with (Merit Lind and Katrin), have always been attentive and delivered impeccable service throughout our long cooperation. We work in a new industry, where there are still many unclear regulations, so we were looking to cooperate with open-minded lawyers who could think outside the box. We have found such a partnership in FORT. ’

‘Listening to our needs very carefully is what stood out the most. ’

‘In one word, SMART. Working with Merit is relaxing since that you have the feeling that whatever comes she has the answer on how to deal with it.’

‘Merit does not panic, at she does not show it, and its reassuring to ask for and take counsel from someone you really feel they know what they are talking about. The tech sector is not easy to begin with and when you add the legal side into the mix even more so.’

‘Work quality, commitment and teamwork has been a key in effective case management. Building long-term personal relationships with clients and supporting them in times of need.’

‘I found partner’s (Merit Lind) availability and engagement in case management exceptional. Always approachable, hands-on, precise with details but having a big picture in mind at the same time enabled to offer clear solutions in a timely manner.’

‘Young and dynamic collective who have quickly gained strong accolades across sectors as key spokespeople and ‘go to team.’

‘Special nomination to Merit Lind – thrive to seek excellence and full dedication to achieve the best results, very focused and driven.’

‘Team members have actual experience at banking/finance area, used to work at top financial market participants. This gives an opportunity to help their clients in a best way, as team is familiar with regulatory requirements from practical perspective.’

‘Kristin Kamilla Kirss – amazing management skills, knowledge of international regulations, but most important – very warm communication and sincere care!’

‘I refer to my professional experience in cooperation with Kristin Kamilla Kirss. She is a professional legal counsel in the financial area, with the great knowledge and long experience in compliance and financial crime prevention. Multitasking, responsible, open minded and results oriented specialist. ’

Key clients

Catapult Labs OÜ

Crowdestate OÜ

Crowdestor OÜ

Elisa Oyj

Enterprise Estonia

ERGO Insurance Group

 

LHV Pank AS

mogo OÜ

Nordea Bank Abp Estonian branch

Work highlights

  • Advised on the acquisition of Danske Bank’s loan portfolios of both private and business customers.
  • Advised AS LHV Pank on setting up a new non-life insurance joint venture.
  • Advised Crowdestate OÜ, an online crowdfunding platform provider, on day-to-day operations.

KPMG Law in Estonia

KPMG Law in Estonia is recommended for its work in the financial regulatory space, with particular expertise advising emerging payment providers. Other key areas of experience include the structuring of bond issues, and the team has strong sector specialisation in telecoms. Practice head Hetti Lump, whose practice focuses on advising credit institutions, investment firms, and fund managers, joined from PwC in April 2020.

Practice head(s):

Hetti Lump

Testimonials

‘I saw good engagement of the KPMG team about our topic, there were several specialists invited to the meeting from KPMG side, not only the project manager.’

‘Thorough and broad views.’

‘Openminded.’

Key clients

Limestone Platform

Inbank

ERGO Insurance

ForPeeps Payments

Ettevõtete Finantseerimise

Bonaares

Elisa Eesti

Telia Eesti

Levikom Eesti

Versobank (in liquidation)

Work highlights

  • Advised Limestone Platform and its shareholder on a qualifying holding procedure at the EFSRA (Estonian Financial Supervision and Resolution Authority).
  • Advised Bonaares, a shareholder of Porto Franco, on a syndicated loan facilities agreement and security documentation.
  • Advised ForPeeps Payments in relation to establishment and authorisation of a payment institution.

Advokaadibüroo PricewaterhouseCoopers Legal OÜ

Advokaadibüroo PricewaterhouseCoopers Legal OÜ has a strong track record of work for clients in fintech and blockchain, as well as traditional businesses. The team stands out for its multidisciplinary advice and the availability of the firm's tax and advisory departments. Practice head Viljar Kähari has extensive experience assisting with anti-money laundering, debt and restructuring.

Practice head(s):

Viljar Kähari

Other key lawyers:

Priit Lätt; Karl Paadam

Key clients

PlusPlus Capital AS

Crowdcredit Inc (Japan)

Linnakodu OÜ

Inhouse Pay AS

Krimelte

Samla Capital Oy

Ferratum Bank Malta

Porto Franco OÜ

Nasdaq CSD

F-TKO OÜ

Work highlights

  • Advised Finnish alternative investment fund Samla Capital on establishing Estonia-based real estate funds.
  • Provided client onboarding services to the Estonia branch of NASDAQ.
  • Advised Osaühing Krimelte, a chemicals company, on the sale of 50% of its ownership to Russian investors.

RASK

RASK is a popular choice for for credit institutions and investment companies. The team handles matters including negotiating syndicated loans, implementing securitisation structures, and registering investment funds. Practice head Timo Kullerkupp has experience of foreign investments into Estonia, and is key to the team's start-up and fintech work; the team is highly active in crowd-funding.

Practice head(s):

Timo Kullerkupp

Testimonials

‘Strong project management skills, meeting all the deadlines, fast response time during the process. The attorney was an active participant in the negotiations during the process and was not just drafting up the documentation for the financing structure.’

‘Timo Kullerkupp managed to put together professional cross-border collateral agreements for our securities offering and managed all the communication between the issuer, their advisers, and collateral agent in a very professional manner. ’

Key clients

TF Bank AB (Estonian Branch)

Yaico AS

Modera Software AS

La Muu AS

Zenith Family Office OÜ

Procedo Capital OÜ

Replace OÜ

Nexd OÜ

Bogfox OÜ

Tallinna Teaduspark Tehnopol SA

Spaceit OÜ

Punch Drinks OÜ

Work highlights

  • Advised Procedo Capital OÜ, a special purpose vehicle, on purchasing 100% of shares in Pharma Plaza OÜ, a special purpose vehicle for real estate development.
  • Handled the documentation in Yaico AS’ issuance of secured notes to arrange bridge financing related to the group’s loan obligations.
  • Advised Replace’s shareholders on the sale of all shares in Replace to Xllnc Group, an IT equipment recycling provider.

NJORD Law Firm

NJORD Law Firm specialises in newtech and fintech, and has a good deal of experience in blockchain and cryptocurrency matters. Other key areas of work include ICOs, P2P debt and equity financing, crowdfunding and fintech regulatory. Practice head Virgi Nael has significant expertise in compliance and anti-money laundering precautions.

Practice head(s):

Virgi Nael

Testimonials

‘Great team.’

Key clients

Fundwise OÜ

BitOfProperty

Solaris Keskus AS

Blackfort Tech Estonia OÜ

CHAPKAZ S.A.

ULTRA Corporation OÜ

UADBB AON Baltic Eesti filiaal

Woonkly OÜ / Santos Capital OÜ

PLMJ Advogados, SP, RL

PrepayWaySystems Estonia OÜ

NEXO

Manticore Labs OÜ

Gnosis Limited

Coingaming Group

Block Technology Ltd

E-Advisors OÜ

Mellius Ventures Ltd

IMEPILT AS

MBK Co., Ltd. (Japan)

Work highlights

  • Advised CoinField on its SologenicIEO, which merges traditional financial markets with crypto assets and aims to tokenise over 30,000 stocks and ETFs from top global stock exchanges.
  • Advised on a security token offering project for Fundwise OÜ.
  • Assisted with the private sale and public sale of Ultra Corporation OÜ by developing a private token sale agreement and a token sale agreement respectively.

TARK

Allar Aru and Tanel Küün head the practice at TARK, which is particularly notable for its domestic and EU-wide regulatory work. Other areas of expertise include acquisition and project finance, with significant retail real estate experience. The team is highly active in fintech and cryptocurrency.

Practice head(s):

Allar Aru; Tanel Küün

Key clients

ESTO

Bank of America Merrill Lynch

Association for Financial Markets in Europe and the Association of Global Custodians

Nordic Trustee

FDRA Technologies OÜ

OÜ Delta Credit

AIG

CrowdEstate

Work highlights

  • Advised ESTO AS, an online payments solutions company, on launching an online investment platform located in Latvia.
  • Advised FDRA Technologies OÜ, a deposit-guaranteeing start-up company, on its services.
  • Advised AIG on a variety of insurance matters.

Triniti

Triniti has a strong reputation for compliance and regulatory work in the financial services sector, including licensing and anti-money laundering, and also handles fintech issues. Transactional specialist Ergo Blumfeldt heads the team.