Commercial, corporate and M&A in Estonia

Ellex is noted for the strength of its corporate and commercial practice, in particular advising on both domestic and cross-border M&A transactions, private equity capital investments, restructuring, and management buy-outs. Practice head Risto Vahimets focuses on restructuring, financial services, and inbound M&A in the Baltic market. Co-head of the M&A corporate team Sven Papp is strong in transaction advice and negotiations involving Estonian-Swedish, French, and New York aspects. Senior associate Gerda Liik is noted for her expertise in cross-border M&A for clients in the financial services, telecoms and IT industries. Transactions specialist Eliis Mets joined the team from the banking and financial services company LHV Pank in March 2021.

The corporate and commercial law team at FORT specialises in advising Nordic corporates and Estonian financial institutions on pan-Baltic transactions, especially regarding acquisitions. Additionally, it is heavily integrated into its sister competition law and tax auditing teams to provide in-depth corporate and commercial auditing, corporate governance, and compliance advice. Minni-Triin Park advises on both Estonian and international M&A deals, with an emphasis on the real estate sector; Kuldar-Jaan Torokoff is a transaction attorney and litigator, focusing on areas such as distressed assets and restructurings; associate Margus Kõiva specialises in due diligence, transaction structuring, and corporate permits.

WALLESS (former Derling Primus) specialises in complex cross-border transactions, corporate restructuring, mergers, spin-offs and joint ventures. Clients include large multinationals and subsidiaries, as well as European investment funds and it has sector-specific experience in energy and infrastructure, real estate, automotive and the financial services industries. In recent years, the group has seen an increase in clients in medtech as well as an uptick in instructions to advise on large-scale acquisitions of agricultural land and businesses.  Additionally, the team is also experienced in advising international start-ups across all stages of development.Practice head Rolan Jankelevitsh leads on M&A transactions in the tech sector, logistics and transport, and manufacturing. Toomas Taube advises on corporate matters and disputes for international corporations. Aviation and greenfield transaction expert Karl-Erich Trisberg was promoted to partner in January 2021.

The multi-disciplinary commercial team at KPMG Law in Estonia is experienced in advising on cross-border M&A transactions in the Nordic and Baltic regions, as well as public procurement and corporate law. Deeply integrated with its sister tax, auditing and advisory teams, it is particularly strong in tax structuring, business planning, project management and financial modelling. Clients are often operating in the energy and forestry sectors, as well as including start-ups, venture capital groups and angel investors. Practice head Karin Kaup focuses on M&A, corporate law, international market entry, and capital raising. Senior legal advisor Sandra Metsamärt joined the team from her previous role as a portfolio manager in early 2021.

Sporting offices in Lithuania and Latvia to provide full coverage across the Baltics, LEADELL Pilv’s team covers corporate law, including counselling on board member obligations and liabilities, corporate due diligence, and mid-size M&A transactions. It is also experienced in advising on shareholder relations, public procurements, and general competition law. Clients range from start-ups to the largest Estonian corporates, as well as Scandinavian fintech firms. Practice leader Pirkka-Marja Põldvere advises on shareholder relations, board member obligations, and enterprise transfer disputes.

LINKLaw is known for its sector-specific transactions expertise in environmental law, as well as IP and IT-related transactions; however, its clients also include major oil and chemical manufacturers, capital-based retail groups, and construction and real estate groups. Head of the commercial, corporate, and M&A team Kairi Kurisoo specialises in corporate M&A, as well as general corporate counselling. She works alongside commercial and corporate law specialist Maksim Kozlov, who is known for his work in corporate due diligence.

Magnusson deals primarily in cross-border transactions for international clients operating in the Nordics and the Baltics. Working jointly with other offices to ensure full coverage in the region, it also acts alongside foreign law firms as the local partner for cross-border transactions and projects. Its clients include major local financial institutions, aerospace companies, and transport groups. Jaanus Mägi specialises in advising on inbound pan-Baltic transactions, as well as assisting Estonian corporates with general commercial matters. Senior counsel Toomas Mälberg is well versed in mergers, transfer operations, and acquisitions for international clients seeking investment into Estonia.

The commercial and corporate team at TARK is particularly strong advising start-ups on attracting international investment, as well as M&A and real estate transactions. Its clients are often active in the banking and insurance, gaming, transport, and biotechnology sectors. Practice co-heads Marit Savi and Hannes Küün are experienced in M&A, while Tanel Tark is noted for his work in real estate transactions.

Triniti Estonia handles general corporate and commercial work for Estonian and Central and Eastern European clients across the Baltic region. It is particularly well versed in M&A transactions, restructurings, and shareholder relations in sectors such as transport and infrastructure, aviation, and agriculture, and has developed a corporate dispute practice. Practice leader Ergo Blumfeldt and Tõnis Tamme advise on major transactions. Tanel Kalaus is also noted.

LEXTAL specialises in complex cross-border corporate and commercial deals for mid to large-size companies in the finance sector, as well as insurance and fintech. While a majority of its work involves advising international companies on inbound work, it also handles outbound work for Estonian corporates seeking investment into countries including Brazil, Switzerland and Russia. Practice leader Ants Karu focuses on corporate and M&A, while Kristi Sild specialises in corporate and finance.

RASK provides corporate and commercial advice, including M&A transactions and corporate restructuring, to equity funds, real estate investment funds, and greentech and fintech companies, among others. It also saw an increase in corporate disputes work, often relating to disagreements between shareholders, contract liability, and managerial issues. The team is led by Ramon Rask, an expert in shareholder disputes, corporate litigation and arbitration, and major transactions. Contract law specialist Timo Kullerkupp also advises foreign investors on international transactions.

Hedman Partners often advises Baltic tech start-ups, scale-ups, and seed funds, as well as venture capital investing groups on fundraising, mid-size cross-border M&A transactions, and business relocation. It is particularly experienced in divestiture, regulatory assistance with fintech regarding blockchain and crypto, and exit strategies. Clients operate in industries including transport and electronic gaming. Practice leader Merlin Seeman advises tech start-ups on securing seed funding and venture capital. Valter Võhma left the firm.

The corporate and M&A team at NOVE has notable expertise in corporate M&A in the Baltics, including corporate investment structuring and restructuring, legal due diligence, and drafting corporate contracts. New corporate head and senior associate Triin Tiru is an expert in complex transactions.