Commercial, corporate and M&A in Estonia

Cobalt

Cobalt focuses on handling large high-value M&A deals, including private equity and venture capital transactions, where partner Martin Simovart has particular expertise. He jointly leads the practice with Peeter Kutman, who has extensive experience of shareholder agreements and in the IT sector. Associate Karl Kull and counsel Ott Aava, who routinely advises on reorganisations and governance, are also noted. The team is further distinguished by its ability to draw on the firm's strong banking practice in cross-border and alternative deal financing.

Practice head(s):

Martin Simovart; Peeter Kutman

Other key lawyers:

Ott Aava; Karl Kull

Key clients

Finnish Private Equity Fund KJK

Alexela Group

BaltCap

Apax Partners LLP

Silberauto

Pocopay

Danish Agro Group

Luminor Bank

STADA Arzneimittel

TMB Group

Zeppelin Group

Work highlights

  • Advised the funds administered by Apax Partners LLP on acquiring 100% of the shares in Baltic Classifieds Group OÜ.
  • Advised Luminor on entering a strategic corporate partnership with a consortium led by Blackstone.
  • Advised Silberauto, a distributor for the Daimler group, on selling its enterprises in Estonia and Lithuania to Finnish Veho.

Ellex

Ellex has a strong full-service M&A offering concentrating on large deals, with key areas of work including corporate governance, private equity and venture capital transactions, joint ventures and restructuring. Practice head Sven Papp is highly regarded for his record of handling international deals. Risto Vahimets is noted for his sector expertise in retail, food production, wholesale and finance. Senior associate Gerda Liik stands out for her experience in financial and insurance industry M&A and in restructuring.

Practice head(s):

Sven Papp

Other key lawyers:

Risto Vahimets; Gerda Liik

Testimonials

‘Very reliable and always high quality.’

‘Risto Vahimets is very knowledgeable, a well connected and commercially-minded transactions lawyer.’

Key clients

East Capital

AS Tallink Grupp

Amserv

BaltCap Private Equity Fund

Sportland International Group

ABC Group

SmartCap

EMG Karjäärid OÜ

Auto-Bon Oy

ISS World Services A/S

Oiltanking Europe B.V.

UnifiedPost Group

3i Group plc

Work highlights

  • Advised a consortium led by Blackstone Group on its acquisition of a majority stake in Luminor for €1bn.
  • Advised Finnish car dealership Veho on its acquisition of Silberauto, which imports and sells Mercedes-Benz and other car brands in Estonia and Lithuania.
  • Advised BaltCap private equity fund on the sale of auto24.

FORT

FORT particularly stands out for its track record in transactions across the Baltic states, and for its corporate governance and regulatory and compliance advice. Minni-Triin Park advises investment funds and asset managers, with a particular emphasis on real estate deals. She jointly heads the practice with Kuldar-Jaan Torokoff, who has extensive experience of distressed assets and restructurings. Associate Margus Kõiva is noted for his administrative and regulatory knowledge.

Practice head(s):

Minni-Triin Park; Kuldar-Jaan Torokoff

Other key lawyers:

Margus Kõiva

Testimonials

‘I used their services this year for the first time as I had heard a lot of good words about them in the market and how they managed to resolve the situation we had ended up was indeed impressive. Namely, we needed to exit from our Estonian investment in a very tight timeframe and they somehow made it happen. They carefully listened what is important for us and concentrated on this. They anticipated all possible issues, were extremely focused and delivered. In the end we did not even need to compromise – we achieved all goals by impossible deadline. ’

‘Kuldar-Jaan Torokoff was leading their team. We were impressed how quickly he reacted to all kind of difficulties and remained calm under huge stress when it almost appeared that instead of transaction we shall have a dispute. He demonstrated a very good knowledge from various areas of law and managed to tactfully negotiate with persons who had very different cultural and professional background.’

‘Highly motivated team full of positive energy. Fast and always to the point advice.’

‘Cornerstone of their M&A team is Kuldar-Jaan Torokoff. If things get complicated, he will always find a solution, as he can somehow filter out and make it clear what is important and what is just “noise”. However, M&A team is generally very strong, as Minni-Triin Park is another star in their firm, a very diligent and thorough transaction attorney I am always impressed with. ’

‘They make you feel confident that everything will work out. Straight to the point and very thorough.’

Key clients

LHV Group

Elisa Oyj

Tallinna Kaubamaja Grupp AS

East Capital

mogo OÜ

Crowdestate

Phoenix Group

Nordea Bank Abp

Kapitel

Work highlights

  • Advised LHV on the acquisition of credit portfolios worth €750m from Danske Bank.
  • Advised Selver on its acquisition of 100% of shares in competing retailer ABC Supermarkets AS.
  • Advised on the foundation of a new non-life insurance company LHV Insurance (AS LHV Kindlustus) through the establishment of a joint venture with a leading home electronics retailer.

Sorainen

Sorainen is well known for advising on cross-border mergers across the Baltics and Belarus, and for its expertise in the start-up and emerging technology sectors. Toomas Prangli has a strong reputation for private equity and venture capital transactions. He jointly leads the team with Piret Jesse, who has extensive experience in the real estate, agriculture and heavy industry sectors, and with Karin Madisson, whose practice focuses on share and asset deals and corporate reorganisation. Lauri Liivat, who joined from KPMG, focuses on innovative technology start-ups. Senior associate Triin Ploomipuu was a new arrival in March 2021.

Practice head(s):

Toomas Prangli; Piret Jesse; Karin Madisson

Other key lawyers:

Lauri Liivat; Triin Ploomipuu

Key clients

Bolt

Auth0

Livonia Partners

Xllnc Nordic

Livonia Partners

Milrem

Autolux

Clover Wireless

Lowell

Fincumet Group

Work highlights

  • Advised Bolt on concluding a €50m quasi-equity facility agreement with the European Investment Bank (EIB), the European Union’s long-term lending institution.
  • Advised Boku on the acquisition of Estonian fintech Fortumo.
  • Advised Vienna Insurance Group on a cross-border merger of Lithuanian non-life insurer Compensa with Estonian non-life insurer Seesam and Compensa subsidiaries in Lithuania and Latvia.

Eversheds Sutherland Ots & Co

The corporate and M&A practice at Eversheds Sutherland Ots & Co is particularly recommended for start-ups and for clients in the TMT, food and agriculture, and fintech sectors. Practice head Maivi Ots has a background in commercial law and focuses on M&A negotiation and counselling. Closely linked to the firm's capital markets practice, the team has a strong record in share transactions and in acting for asset management companies.

Practice head(s):

Maivi Ots

Key clients

Media Investments & Holding OÜ

E-Piim Tootmine AS

Naya Capital Management UK Limited

RVM Systems AB

All Media Eesti AS

Compare Finance OÜ

Lindström Oy

Metetra OÜ

Work highlights

  • Advised Media Investments & Holding on the sale of Baltic Classifieds Group, the owner of a portfolio of leading online classified advertising platforms in the Baltics, to funds advised by Apax Partners.
  • Advised E-Piim Tootmine on a cross-border merger of an Estonian agricultural cooperative and a Latvian agricultural cooperative via the establishment of a European cooperative (an SCE) in Estonia.
  • Advised RVM Systems on acquiring 100% of share capital in Moya OÜ.

TGS Baltic

Key areas of work at TGS Baltic include regulated M&A, distressed assets, shareholders' disputes and complex restructurings. The team has extensive experience acting for clients in the energy, manufacturing, finance and IT sectors. Kadri Kallas jointly heads the M&A practice with Sander Kärson, who is noted for his expertise in pharmaceuticals. Leonid Tolstov leads the wider corporate group and is key to its real estate work.

Practice head(s):

Kadri Kallas; Sander Kärson; Leonid Tolstov

Key clients

Opera

Veho

Ares Management

JPJ Group

Creandum

Estiko Energia

Framm

Eden Springs

VBH

Foxsmile

Kafo

Seto Capital OÜ

1Home Group

Work highlights

  • Advised Opera group on signing the share purchase agreement for the acquisition of banking-as-a-service provider PocoSys and its sister company, EU-licensed Pocopay, from Poco Holding.
  • Advised Veho Oy Ab on divesting its Estonian subsidiary Veho Eesti AS to Auto-Bon Oy, which is part of Bassadone Automotive Nordic group.
  • Advised Ares Management, a global alternative asset manager, on Estonian law matters relating to its $120m financing agreement with Teligent, Inc., a generic pharmaceutical company.

WALLESS (former Derling Primus)

WALLESS (former Derling Primus)'s corporate practice is a key pillar of the firm's work, routinely advising on matters ranging from cross-border M&A transactions to corporate support for the Estonian subsidiaries of multinational corporations. Practice head Rolan Jankelevitsh is noted for his expertise in logistics and transport, technology and manufacturing. Other key sectors for the practice include start-ups, aviation and heavy industry. Partner Toomas Taube is noted for his expertise in commercial law.

Practice head(s):

Rolan Jankelevitsh

Other key lawyers:

Toomas Taube

Key clients

HeidelbergCement Group

Nortal

AVON

Michelin

Gazpromneft Marine Bunker

Corel Corporation

LMT

JNG Investments group

Lemeks Group

Port of Paldiski

Magnetic MRO AS

Work highlights

  • Advised Magnetic MRO, a global aircraft maintenance service provider, on a series of equity investments from various Hong Kong-based investors.
  • Advised Corel Corporation, multinational software producer best known for titles including CorelDraw, on its acquisition of Parallels group, a global leader in cross-platform solutions.
  • Advised a group of institutional minority shareholders, including Trigon Asset Management, Firebird Management, East Capital and Invesco, in connection with the takeover and squeeze-out of shares of OEG.

KPMG Law in Estonia

The team at KPMG Law in Estonia primarily advises clients on restructuring and corporate governance. The firm's wider network means that the practice is adept at handling cross-border issues, and it has access to a joined-up group of financial and tax experts. Karin Kaup heads the practice.

Practice head(s):

Karin Kaup

Testimonials

‘The response times, quality of work and flexibility of the Estonian KPMG’s M&A people was something that made our common projects much easier – it was great working with them.’

Key clients

Lagerdare Travel Retail

Tintrade LTD/Baltic Sea Bunkering OÜ

Stora Enso Eesti AS

Stera Group Oy

Barrus AS

Stockmann AS

LEONHARD WEISS

T-Systems A/S

Versobank AS

Limestone Platform AS

Iizi Group AS

Staycool OÜ

Intercheese Holland BV

Alandia Engineering Estonia OÜ

Balancer Labs OÜ

SOL Baltics OÜ

Everaus Capital OÜ

Tallinna City

Work highlights

  • Advised Intercheese Holland B.V. on setting up its business entity in Estonia.
  • Advised Stera Group Oy on restructuring the group, including an inter-group share transfer.
  • Advised T-Systems Nordic A/S and its Estonian branch with regard to the T-Systems Nordic A/S demerger in Denmark.

LEADELL Pilv

LEADELL Pilv provides a broad range of corporate and commercial advice, including on governance and partnerships, with a particular focus on litigation. With allied offices in Lithuania and Latvia, the practice is well-situated to handle cross-border matters. Team lead Pirkka-Marja Põldvere is an expert on shareholder relations and on management board member obligations and liabilities.

Practice head(s):

Pirkka-Marja Põldvere

Other key lawyers:

Marko Pilv; Aivar Pilv

Testimonials

‘They are professionals and very quickly available.’

Key clients

LM Keskus OÜ

Surgitech AS

Peaceful Tech OÜ

OÜ Lesven

Vinmark Grupp OÜ

BeautySpa Baltic OÜ

Agal Kinnisvarad OÜ

Goldstar Eesti OÜ

Grundar Puit OÜ

LVM Kinnisvara OÜ

Work highlights

  • Advised cryptocurrency trading platform Peaceful Tech on various corporate and commercial issues.
  • Advised Lesven on in-court and out-of court negotiations between three company shareholders.
  • Advised LVM Kinnisvara on  various corporate questions – for example data protection, anti-money laundering regulation and non-compete clauses.

LINKLaw

Kairi Kurisoo heads the practice at LINKLaw, which handles M&A transactions and corporate governance advice. Other key areas of work include restructuring, partnerships, the founding and registration of companies and shareholders' agreements.

Magnusson

With offices across the Baltics, the Nordics and in Russia, Magnusson is well-positioned to handle cross-border work, and regularly advises companies on entering the Estonian market. The practice is particularly recommended for Estonian start-ups looking to establish an international presence. Jaanus Mägi, who has extensive experience advising on foreign trade and investment, jointly heads the practice with Toomas Mälberg.

Practice head(s):

Jaanus Mägi; Toomas Mälberg

Testimonials

‘Our team at Magnusson knows and understands our business.’

‘Fast, friendly, professional service .’

Key clients

Saint-Gobain Eesti AS

DEPO

FlixBus

Intercars S.A

Standard

Elers Medical

FutureLife a.s.

Põhjala Brewing AS

MyLook

Kiilto Family Oy

Work highlights

  • Advised Saint-Gobain Group on the restructuring of its Estonian companies.
  • Assisted Latvian retailer DEPO DIY SIA with expanding its operations into the Estonian market.
  • Assisted German intercity bus transport group Flixbus on entering the Baltic States market and expanding its operations into the Estonian market.

NJORD Law Firm

NJORD Law Firm handles a broad range of work, including M&A transactions, corporate governance, and advisory work for companies in the start-up and technology sectors.  The practice has a great deal of experience advising investment funds on investing into tech-focused start-ups. Karolina Ullman is the name to note.

Practice head(s):

Karolina Ullman

Testimonials

‘Karolina Ullman  can be warmly recommended for any domestic or cross-border M&A, corporate and similar assignments.’

‘NJORD is more than a legal advisor to us, they are target-oriented and business minded.’

‘The client is always more important to them than money. The importance of having a firm adapt to your needs and never leave you hanging dry can’t be overstated.’

‘Great and fast service in M&A transactions. Great at spotting risks, but still business-oriented.’

Key clients

Harboes Bryggeri A/S

AQ Group AB

Stoneridge Electronics AS

Sveafastigheter / Brunswick real estate

Imepilt AS

Fundwise OÜ

Wihuri Oy

City Service SE

ICOR UAB

Work highlights

  • Advised Wihuri Oy on purchasing the Estonian business of Baltic Agro Machinery OÜ.
  • Assisted Viru Õlu AS in closing production and preparing for liquidation.
  • Assisted the Estonian Business School in the liquidation of two associations belonging to the group.

TARK

The full-service corporate and commercial practice at TARK has particularly strong offerings for clients in the gaming, start-ups, transport, logistics, financial services, agriculture and biotechnology sectors. Hannes Küün jointly heads the practice with Marit Savi, who has experience advising on corporate structure and on the acquisition and sale of real estate investments.

Practice head(s):

Marit Savi; Hannes Küün

Key clients

Icebreaker VC

Pipedrive

Estonian Hotels and Restaurants Association

Regional Jet OÜ (Xfly)

Rakuten Estonia

KlausApp

CRH Group

Work highlights

  • Provided Pipedrive with day-to-day legal advice.
  • Advised CRH group on the sale of a concrete production factory.
  • Advising Ühinenud Farmid on the sale of 1000 hectares of agricultural land.

Triniti Estonia

Triniti Estonia handles a wide range of matters including business formation, corporate governance, reorganisation and liquidation, shareholders' disputes, contracts and day-to-day commercial advice. Ergo Blumfeldt heads the team and specialises in M&A.

ALTERNA

Boutique firm ALTERNA  focuses on providing day-to-day advice and corporate counselling to a variety of domestic and pan-Baltic clients. Annika Vait heads the practice and has experience in the technology and telecoms sectors.

Practice head(s):

Annika Vait

Testimonials

‘ALTERNA is an efficient and trustworthy law firm. Their work is thorough, comprehensive and with great quality. ’

‘Annika Vait is a dedicated corporate law expert with thorough knowledge and long experience. She is able to accurately assess risks, think forward and find the most suitable solutions to different kind of matters. Excellent in dealing with contractual relationships (incl. employment relationships). Appreciate her hands-on approach, quick service and good quality of her work. ’

‘Partner Annika Vait is juridically very capable, smart and through. Always wants to achieve the best solution for the client.’

‘ALTERNA is an outstanding firm for commercial legal advice. They offer strategic and considered legal service. A smart and quick team of professionals. ’

Key clients

Sulev OÜ

TaEthni OÜ

DK Konsultatsioonid OÜ

E-Riigi Akadeemia Sihtasutus

KV Service OÜ

VMT Ehitus AS

Xolo (former business name LeapIN Business Services OÜ)

Incproit Solutions OÜ

Estonian Association for Property Maintenance

Eventus Ehitus OÜ

OÜ Runforest

Uuesalu Arendus OÜ

Narva linn (Narva city)

Best Apartments OÜ

Work highlights

  • Advised E-Government Academy on its IT sector collaborations.
  • Represented Estonian Association for Property Maintenance in proposing legislative amendments in the field of commercial law.

Glikman Alvin LEVIN

Glikman Alvin LEVIN is recommended for corporate governance advice, representation in bankruptcy proceedings and for shareholder disputes. The practice also handles legal and financial due diligence and audits. Experienced litigator and arbitrator Paul Keres heads the team.

LEXTAL

LEXTAL's practice handles M&A transactions and the creation of companies, and also has experience of shareholder rights and management board liability. Ants Karu heads the team.

NOVE

NOVE handles transactions in Estonia and the Baltic, and is also known for its representation of clients in commercial disputes and for its participation in legislative drafting. Practice head Urmas Volens has extensive experience advising on complex commercial contracts.

Practice head(s):

Urmas Volens

Testimonials

‘The law firm consists of the experts who deliver and are driven to get the good result. Concrete and trustworthy, always considering all the angles.’

Key clients

Estonian Ministry of Justice

AAA Patendibüroo OÜ

Danpower Eesti AS

Bigbank AS

Redhot OÜ

ByteLife Solutions OÜ

MFG Nordic OÜ

Hotell Pärnu OÜ

Humanlink Estonia OÜ

Amtop Holding Pte Ltd

Tartu University

Saaremaa rural municipality

CybExer Technologies OÜ

Estonian Artists’ Association

ADM Interactive OÜ

Tammer OÜ

BHC Laboratory OÜ

Work highlights

  • Headed the expert group in the codification and revision of Estonian commercial law.
  • Advised Bigbank on using claims as collateral in various financing agreements.
  • Advised AAA Patendibüroo OÜ, a patent firm, on merging with LASVET Patendibüroo OÜ.

RASK

RASK handles M&A transactions, corporate restructuring, and the negotiation  and drafting of agreements. Financial services and investment are key sectors for the practice. Ramon Rask leads the team and has significant experience advising foreign investors on transactions.

Practice head(s):

Ramon Rask

Other key lawyers:

Timo Kullerkupp

Testimonials

‘Ramon Rask has extensive experience in M&A transactions and has been instrumental in finding solutions to several multinational M&A transactions.’

Key clients

BaltCap AS

TF Bank AB (Estonian Branch)

Ridango AS

Magnetic MRO AS

Air Baltic Corporation AS

Bestair Group

Digital Sputnik Lighting OÜ

Unimed Grupp OÜ

Spaceit OÜ

Aus Design OÜ

Cleveron AS

Unimed Kliinikud OÜ

Spring Capital OÜ

Zenith Family Office OÜ

MAVE Varahalduse OÜ

Johnny AS

Hedman Partners

Hedman Partners is particularly recommended for start-ups, with specific experience advising real estate and fintech clients. Key areas of work include funding and capital raising, partnership arrangements, and international expansion. Merlin Seeman and  Valter Võhma lead the practice.

Practice head(s):

Merlin Seeman; Valter Võhma

Key clients

StayCool OÜ

Vivita International OÜ

Autolevi OÜ

BC Arenduse OÜ

Katana Technologies OÜ

Cachet OÜ

L99 OÜ

Inclusion OÜ

Haut.AI OÜ

OYE Network O

Work highlights

  • Advised Katana Technologies on securing an investment of €400,000.
  • Advised Inclusion OÜ (Planet42) on securing an investment of €2.2m.
  • Advised VIVITA on setting up a corporate structure and offices in Estonia and subsidiaries in Singapore, Lithuania, Korea, Philippines and USA.

Advokaadibüroo PricewaterhouseCoopers Legal OÜ

Advokaadibüroo PricewaterhouseCoopers Legal OÜ advises on M&A due diligence, the establishment of subsidiaries and shareholder relations. The team is particularly active in the fintech and start-up space. Rutt Värk jointly heads the practice with Indrek Ergma, who focuses on corporate restructuring.

Practice head(s):

Indrek Ergma; Rutt Värk

Testimonials

‘We got valuable information how to solve the problem we had. They have specialists with knowledge.’

Key clients

Forum Cinemas OÜ No

Siparila Oy

ID Süsteemide OÜ

OneMed OÜ

Krimelte OÜ

Accord Healthcare AB Eesti filiaal

SRC Group AS

eCartic Industries OÜ

Tootsi Turvas AS

Kodumaja AS

Work highlights

  • Advised Forum Cinemas on a cross-border merger with Latvian and Lithuanian companies.
  • Advised DncOne OÜ on the acquisition of iD Süsteemide OÜ, a software developer.
  • Advised OneMed on the acquisition of OÜ Mercurio, a distributor of medical supplies.