Commercial, corporate and M&A in Estonia
Cobalt specialises in high-value M&A transactions, including standard acquisitions, venture capital, and private equity deals. The 'professional' and 'collegiate' Martin Simovart and Peeter Kutman lead the team, advising prominent clients such as Baltcap, TMB Group and First State Investments. The firm's most notable transaction was Blackstone's acquisition of 60% of Luminor for €1bn, with the team advising on the purchase and ensuing corporate restructuring. Counsel Ott Aava and senior associate Karl Kull are also recommended.
‘One-stop-shop with skillful lawyers.’
Ambient Sound Investment
First State Investments
Hamburger Hafen und Logistik AG
- Advised Luminor on entering a strategic corporate partnership with a consortium led by Blackstone.
- Advised the European Diversified Infrastructure Fund II SPSc on investment into Utilitas.
- Advised A-Katsastus and Bridgepoint, as local counsel, on the sale of A-Katsastus Group’s business operations in Sweden, Estonia, Latvia and Poland to pan-European private equity advisory group, IK Investment Partners.
Ellex's team is involved in several high-profile international M&A transactions, including advising Blackstone on its €1bn acquisition of a majority stake in Luminor Bank, a notably high-value deal for the Baltic market. Sven Papp leads the practice, which counts Daimler, Baltcap, and Fazer Group among its key clients. Risto Vahimets is highly regarded, as are Gerli Kilusk and financing specialist Ermo Kosk. Senior associates Gerda Liik is also noted. Karl-Erich Trisberg, formerly a senior associate with the firm, joined Derling Primus in 2020.
‘Legal service of the highest quality. Their communication was concise, clear, professional as well as practical.’
BaltCap Private Equity Fund II
Livonia Partners AS
Valga Puu OÜ
Eesti Gaas AS
European Lingerie Group AB
- Advised Blackstone on the acquisition of a majority stake in Luminor for €1bn.
- Advised BaltCap on the acquisition of leading Estonian dental care provider Kaarli Hambapolikliinik OÜ.
- Advised Kildare Partners PE fund on the public takeover of Technopolis Oy.
FORT acts primarily on transactions, utilising its pan-Baltic reach to work on significant cross-border matters, in particular LHV Pank's acquisition of Danske Bank's private loan portfolio, valued at €410m. Other clients include Nordea Bank, Admiral Markets, and Elisa. The team also has experience handling corporate advice concerning issues such as contracts and international restructuring. Minni-Triin Park and Kuldar-Jaan Torokoff jointly head the practice. At associate level, Margus Kõiva is a key name.
ERGO Insurance Group
Bolt Start Up Development a.s.
Capitalia Finance AS
Nordea Bank AB
- Acted for LHV on the €410m acquisition of Danske Bank’s private loan portfolio.
- Advised the sellers (Siena Capital, a VC firm mainly investing in early stage companies in Northern Europe and California, and Nuova Vita) on the divestiture of their investments into several outdoor media companies.
- Advising MPG AgroProduction on setting up a €200m factory and logistics complex.
Sorainen is a popular choice to handle high-profile M&A transactions for clients in numerous industries, including ride-hailing start-up Taxify (Bolt) and state-owned Nelja Energia. The 'cool, calm, and collected' Toomas Prangli leads the practice alongside Karin Madisson and Piret Jesse, offering great transactional capabilities alongside expertise in corporate reorganisation and post-M&A considerations. In a significant deal, Prangli advised Eurovia, a subsidiary of Vinci, on its acquisition of a 75% stake in leading Estonian infrastructure construction company TREV2 Grupp from BaltCap.
‘Able, despite being in a small market, to deliver services at an international level. They do excellent work on complex, multi-jurisdictional transactions. Very impressive.’
Taxify (current name Bolt)
Tempur Sealy International
Rogue Wave Software
Havas Media Group
Creative Union AS
- Advising Eurovia, a subsidiary of Vinci, on its acquisition of a 75% stake in leading Estonian infrastructure construction company TREV2 Grupp from BaltCap.
- Assisted Compass Group with signing an agreement with Fazer Group to acquire Fazer Food Services.
- Advising Home of Smart Energy on the sale of its Estonian and Latvian daughter subsidiaries, 220 Energia, to the Alexela Group.
Maivi Ots leads the team at Eversheds Sutherland Ots & Co, which handles financing and corporate transactions with a particular strength in TMT matters. The group advises start-ups and established companies on high-value deals, including several with cross-border aspects. Ots advised All Media on the acquisition of 90% of Artist Media, one of the largest BTL, audio and indoor radio services companies in Estonia.
Click & Grow OÜ
Scoro Software OÜ
UP Invest OÜ
Majority shareholders of IIZI Kindlustusmaakler AS
All Media Eesti
Eesti Keskkonnateenused AS
- Advised the former majority shareholders of AS Fenestra on the sale of a 60% shareholding to PE fund Livonia.
- Acted for G4S and its Estonian entity AS G4S Baltic on the sale of AS Ühisteenused to OÜ UG Investeeringud for €6m.
- Advised All Media OÜ on negotiations, drafting transaction documents, and finalising the acquisition of a 90% stake in Artist Media OÜ.
At TGS Baltic, Leonid Tolstov heads the corporate practice, while Kadri Kallas and Sander Kärson jointly lead the M&A group. Highlights included assisting with the $120m financing of Ares Management by Teligent, in which the team advised on the Estonian legal aspects of the deal. The group handles transactions and corporate advisory matters for clients drawn from a wide range of industries, including manufacturing, real estate and transportation/logistics.
Royal Vopak N.V. and Global Ports Investments PLC
Ares Management Corporation
JPJ Group plc
Timbeco Woodhouse OÜ
Eesti Kalatootjate Keskühistu
- Advised Royal Vopak N.V and Global Ports Investments PLC on the sale of shares in Vopak E.O.S to Abu Dhabi-based Liwathon.
- Assisting EstateGuru Holding with a capital investment and convertible loan, drafting all transaction documents, including a new shareholder agreement and handling ongoing negotiations with an investor.
- Advised Ares Management on Estonian legal matters relating to a $120m financing agreement with Teligent.
WALLESS (former Derling Primus)
The practice at WALLESS (former Derling Primus), which is led by Rolan Jankelevitsh, specialises in domestic and cross-border M&A transactions as well as financing for both start-ups and established companies. The team works across a number of industry areas, including logistics/transport, IT, and manufacturing, with notable clients including the Michelin group, Corel, and JNG Investments. Rolan Jankelevitsh and Hannes Vallikivi led on advising HeidelbergCement Group on the separation of Kunda Port and its sale to BLMG group, one of two international M&A deals in the port logistics sector for the firm in 2018. Toomas Taube and senior associate Triin Ploomipuu are also noted. Karl-Erich Trisberg was a new arrival from Ellex in 2020.
Gazpromneft Marine Bunker
Port of Paldiski
- Advised Kantauro OÜ on the sale of the shareholding in Transiidikeskuse AS to Hamburg Hafen und Logistik AG (HHLA).
- Advised HeidelbergCement Group and its local subsidiary Kunda Nordic Cement on a complex transaction involving separation of the Kunda Port business (operating one of the busiest cargo ports in Estonia) and its sale to BMLG group.
- Advised Corel Corporation, a multinational software producer best known for titles including CorelDraw, WordPerfect, on the global acquisition of the Parallels group, a leader in cross-platform solutions.
Glikman Alvin LEVIN
Glikman Alvin LEVIN specialises in corporate governance matters and representation in bankruptcy proceedings, aided in contentious matters by the firm's strong litigation team. A particular strength lies in reclaiming the assets of bankrupt companies, as seen in the firm's advice to Danske Bank on the enforcement of claims relating to a bankrupt Estonian airline. Paul Keres and Pille Pettai lead the practice, which also counts international firms Goodyear Dunlop Tyres and G4S among its clients.
‘Very experienced in dispute settlement, and advising on M&A and other business transactions.’
Danske Bank A/S Estonian branch
Wrigley Baltics UAB
Goodyear Dunlop Tyres
G4S Eesti OÜ
Remax Real Estate
Oilseeds Trade AS
FB Fund Management
Kredex Krediidikindlustus AS
- Acting for Danske Bank in the insolvency proceedings of a bankrupt Estonian national airline company, seeking to enforce the client’s monetary claims.
- Advised Bauschmidt OÜ in the sale of its Lithuanian subsidiary.
- Advising German-owned Logit Eesti AS on its shareholding in Mainor Ülemiste AS, a large real estate developer.
KPMG Law in Estonia
Karin Kaup leads the team at Advokaadibüroo KPMG Law, which advises for clients from a range of industries primarily on corporate governance and restructuring matters. The team is assisting Versobank with the finalisation of its liquidation process and post-liquidation concerns, a complex matter with significant legal implications for the client. Other clients include investment funds, tech, and chemical companies. The practice was further strengthened by the recruitment of highly regarded transactional lawyer Lauri Liivat, who joined in 2019 from Eversheds Sutherland Ots & Co.
UAB ‘’Eurochem Logistics International’’
Stora Enso Oyj
Stera Group Oy
Momentin Eesti OÜ
Börstjänarfolket 2013 AB
Repo Vabrikud AS
Leonhard Weiss GmbH & Co KG
MAA Group OÜ
IIZI Group AS
Usaldusfond Trind Ventures Fund
SOL Baltics OÜ
Aedes Web Solutions OÜ
Levikom Eesti OÜ
- Acted for UAB on the liquidation process of its Estonian branch.
- Advising Stora Enso on acquiring shares of group companies in Estonia and Lithuania.
- Advising Börstjänarfolket 2013 on establishing a subsidiary in Estonia, making contributions to the share capital of the subsidiary, and setting up a voluntary reserve.
LEADELL Pilv advises clients on a range of corporate issues, bringing its litigation experience to bear in contentious issues such as shareholder relations, management obligations, and competition, alongside advising on corporate governance, restructuring, and public procurement. Pirkka-Marja Põldvere leads the practice, providing key services regarding shareholder and management concerns. The group's broad offering is demonstrated by its advice to Holostovi Kinnisvarahaldus, which includes handling day-to-day legal matters, as well as assisting with the sale of a majority share in Wris AS.
‘This firm has great specialists and very pleasant client service, which is everything you need from a law firm.‘
‘We have found Leadell to be extremely responsive, producing detailed and sensible advice on a complex legal issue at speed.’
Vinmark Grupp OÜ
Ida-Viru Jahimeeste Selts
Agal Kinnisvarad OÜ
LVM Kinnisvara OÜ
- Advised Holostovi Kinnisvarahaldus on the sale of its majority shares in Wris AS and providing day-to day legal advice.
- Assisting Paxful OÜ with various corporate questions.
- Advising Ida-Viru Jahimeeste Selts on the reorganisation of its corporate structure and representing the client in related court cases.
LINKLaw advises a range of clients on various corporate and M&A issues, including restructuring, deal financing, and day-to-day advice on long-term projects, with several notable clients in the movie and video production industries, including Energiasäästu Invest, Sterotek and Asymmetric Studios. Practice head Kairi Kurisoo is 'motivated, supportive, and positive', with particular strength advising IT and tech companies on various issues including intellectual property concerns. In a recent highlights, Kurisoo assisted Asymmetric Studios with the production of the film Adventures of Pinocchio, in which she advised on all elements of the production, including intellectual property and copyright issues.
Tomra Holding OÜ
Coop Eesti Keskühistu
MTÜ Estonia Equestrian Club
ELKE Mööbel OÜ
MDC Max Daetwyler Eesti AS
Tomra Service OÜ
Asymmetric Studios OÜ
ETNA LIFE OÜ
Martensi Maja OÜ
Fein Elast Estoina OÜ
Tomra Systems UAB
AS Merko Ehitus
Ospentos International OÜ
Genius Sports Services Eesti OÜ
Energiasäästu Invest OÜ
Pärnu Rannapargi Residentsid
- Advising MTÜ Estonia Equestrian Club on the establishment and operation of a brand-new equestrian sports centre in Estonia.
- Assisting Reportauto with the restructuring and fundraising for a start-up project.
- Advising PLKV Invest OÜ on drafting and negotiating the share purchase agreement for the client’s acquisition of HNDC Kinnisvara.
Magnusson has 'extensive experience across various sectors' and acts for clients drawn from a range of industries, including motoring, beverages, and renewable energy. It also has a particular strength in cross-border matters thanks to the firm's Nordic reach. The practice is led by the 'tireless and diligent' Jaanus Mägi and the 'very talented' Toomas Mälberg. Recent work for the former includes advice to Nike on its commercial contracts in Estonia and the applicability of Nike's MSA in the Baltics.
‘Responsive, highly experienced and quick-thinking lawyers.’
‘Extensive experience across various sectors.’
‘First-rate team who give 101% of their dedication and knowledge.’
Inter Cars S.A.
Elers Medical Finland
Põhjala Brewing AS
Kiilto Family Oy
Baltic Ticket Holdings
- Advising Baltania OÜ on the greenfield project concerning the bio-coal production facility in Estonia.
- Advising Nike Inc on several ongoing commercial contracts in Estonia, and the applicability of Nike’s master store agreement in the Baltics with regard to local franchise regulations.
- Advised Antsla-Inno on the €1.2m acquisition of AS Ehitusvara.
NJORD Law Firm
Anne Veerpalu heads the practice at NJORD Law Firm, which acts for international venture capital and angel investors on their investments into tech-focused startups, as well as providing corporate advice to a range of companies. A number of technology-focused clients - including Coingaming, City Service and Peaksjah - feature prominently on the firm's client list in testament to its strength in this space, with its expertise further bolstered by the promotion of IT specialist Liisi Jürgen to partner in January 2019. The firm regularly advises Vereeni Investments, an international venture capital fund, on a number of matters, including a AUS$2m investment into Moneyball Australia, a deal that also fell under Maltese jurisdiction.
‘A very strong team of professionals who realise dispute resolution and commercial realities are essential to the business world today.‘
Vereeni Investments Ltd
City Service SE
AQ Group AB
- Advised Vereeni Investments Ltd on its investment into Moneyball Australia, Australia’s leading daily fantasy sports operator.
- Assisted Peaksjah OÜ with its investments into defence company Milrem AS.
TARK brings its multidisciplinary expertise and partner-focused approach to a range of matters, notably corporate restructuring, assistance to start-ups, and advising sellers on M&A transactions. It acts for clients from various industries, most notably gaming, transport, logistics, and retail, particularly shopping centres. The practice is led by Marit Savi and Hannes Küün, who specialise in corporate advisory work and M&A transactions respectively. The firm advised prominent Baltic gaming company, and new client, Olympic Entertainment Group on the restructuring of its management board.
Olympic Entertainment Group
AS Eesti Raudtee
AS Tallinna Lennujaam
CRH Group (Rudus AS)
HHLA TK Estonia AS
Schmolz + Bickenbach Group
Amserv Grupi AS
- Advising on the restructuring of the management of Olympic Entertainment Group.
- Advised US investor Apagm on its investment into Fiizy, an Estonian fintech company.
- Assisted Smarteco Baltic OÜ with the sale of PLC PharmaEstica Manufacturing
Triniti Estonia advises clients in a range of industries, most notably aviation, transport, agriculture, and the public sector, combining corporate advisory work with strong transactional capabilities. In headline M&A work, the team advised Utilitas on its sale of 85% of shares to European Diversified Infrastructure Fund II SPSC for €320m. The practice is jointly headed by Ergo Blumfeldt, who focuses on transactional work, and Tanel Kalaus, a corporate advisory specialist.
Rail Baltic Estonia
Lithuanian Railways Ltd
Republic of Estonia (Ministry of Economic Affairs and Communications)
Julianus Inkasso OÜ
- Advised the sellers on the sale of its 85% shareholding in Utilitas to European Diversified Infrastructure Fund II SPSC for €320m.
- Advised UG Investeeringud on the acquisition of 100% of the shares in Ühisteenused.
Annika Vait heads the practice at boutique firm ALTERNA, which provides day-to-day corporate advice to a number of high-profile clients, including Baltic Restaurants, Eventus Ehitus, and Xolo. Matters include everyday corporate counselling and assistance with conducting shareholder meetings.
‘The team has good synergy- they help and support each other and do their job with passion.’
Incproit OÜ and Incproit Solutions OÜ
Estonian Association for Property Maintenance
Uuesalu Arendus OÜ
DK Konsultatsioonid OÜ
E-Riigi Akadeemia Sihtasutus
KV Service OÜ
VMT Ehitus AS
Ants Karu heads LEXTAL's practice, which focuses on M&A and financing transactions. The team handles transactions for firms in various industries including technology and energy companies, and credit institutions. AS luteCredit Europe is a notable client, with the team advising on its issue of new shares and conditional share capital increase valued at €10.8m.
‘LEXTAL’s team has a very constructive approach and effective thinking business-wise.’
Aasa Polska S.A.
AS Aasa Global
AS Arco Vara
PepsiCo Eesti AS
Compensa Life Vienna Insurance Group SE
Compensa Vienna Insurance Group Eesti
- Advising AS LuteCredit Europe on the issue of new shares and conditional share capital increases totalling €10.8m.
- Acting for Dimedium on the divestment of Dr Stern to Abestock.
Urmas Volens is a key name to note at NOVE, which has a particular strength in advising on contentious elements of transactions and corporate law, including deal structure and regulatory concerns. Clients include the Estonian Trade Union Confederation, and numerous tech companies. Volens is respected for his knowledge of corporate law; he is currently leading an expert group reviewing the codification and revision of the Estonian commercial code. Risto Agur left to establish LUMILEX.
Coop Põlva Tarbijate Ühistu
Estonian Trade Union Confederation
Sebe (Mootor Grupp)
- Advised Futurma OÜ on the acquisition of 100% of Mercurio.
- Acted for Easyfy OÜ on transferring its Baltic business to All Media Eesti AS.
- Advised Publicon OÜ on drafting a standard contract for providing a conference organising service to clients.
RASK Attorneys-at-Law handles M&A transactions and corporate advisory matters, advising several prominent clients including Eesti Energia. The firm is also the strategic partner for the Estonian Investment Agency. 'Hands-on' practice head Ramon Rask is a key name for transactional, where he specialises in advising foreign investors. Recent highlights include its advice to La Muu on raising capital via online funding platform Funderbeam.
‘Broad knowledge of Estonian and international law, putting cases in perspective for both sides. Seamless handover and communication between lawyers.‘
KH Team OÜ
MAVE Varahalduse OÜ
Unimed Grupp OÜ
MyInvest Estonia OÜ
Com Holding OÜ
Lumi Retail Partners OÜ
- Advising Fiizy, one of the fastest-growing fintech companies, on bringing on a new investor.
Hedman Partners is active in the start-up market, advising a range of car sharing, real estate, and fintech companies on financing, restructuring, and corporate partnerships. The team, which is led by Merlin Salvik and Valter Võhma, is well known for advising on innovative techniques of raising capital including crowdfunding, coin offerings, and traditional bond issues. In recent work, the group advised Autolevi on raising €225,000 in investment via crowdfunding platform Funderbeam. Other clients include StayCool and Endover Development.
Fotograafia Tallinn OÜ
Fractory Solutions OÜ
- Advised Autolevi on securing €225,000 in investment through the Funderbeam platform.
- Advised Robolab on the initial coin offering for Yanu, the technology developed by Robolab that offers fully autonomous bartending units.
- Advised Ekofolio on a project that aimed to digitise real estate by using a blockchain.
Advokaadibüroo PricewaterhouseCoopers Legal OÜ
Senior associate Indrek Ergma and Karl Juhan Paadam jointly head the practice at Advokaadibüroo PricewaterhouseCoopers Legal OÜ, which handles a range of multi-jurisdictional transactions for a number of corporate clients. Clients primarily hail from the technology and healthcare sectors. In an example of its cross-border strength, Priit Lätt advised e-identity company SK ID Solutions on the establishment of the business in Latvia.
SK ID Solutions AS
Ensto Ensek AS
Accord Healthcare OÜ
Trüb / Gemalto OÜ
SRC Group AS
- Advising OneMed on the acquisition of OÜ Mercurio.
- Assisting Ensto Ensek with the merger of its Estonian companies, Ensto Lighting OÜ and Ensto Ensek AS.
- Advising petrochemical company Corestone OÜ on two transactions related to building a factory and acquiring the necessary technology.