Practice areas

Mergers and Acquisitions (M&A)

We have extensive experience in consulting companies in merger and acquisition transactions. Our approach is client-focused as we usually form a special workgroup which takes into account the exact needs of each client. When necessary we include specific area specialists to the group, e.g. intellectual property, competition law and labour law specialists. This kind of approach allows us to offer full service to each client which guarantees the achievement of the most important objectives of the transaction.

We advise and represent clients, among other things, in the following areas:

• acquisition and transfer of shares, stocks, companies and assets;
• conducting and organizing legal due diligence;
• agreements and other necessary documents, incl. sales agreements, merger agreements, subscription agreements, shareholders’ agreements, minutes and decisions of the general meeting, shareholders’ meetings, management board and supervisory board meetings, companies’ articles of association;
• mergers, divisions and restructurings, incl. control of concentrations;
• agreements necessary for the formation of joint ventures and partnerships;
• transaction negotiations;
• structuring transactions, including planning finances and taxes;
• preparing and negotiating financing agreements, including loans, subordinated loans, leases, options and investments;
• placing securities, preparing and negotiating security agreements, incl. surety, guarantee, mortgage and share pledge and other types of pledges, security ownership transfers, reservation of ownership and extended reservation of ownership;
• consulting in the conclusion and performance of insurance contracts;
• preparing legal opinions;
• usage permits and licenses;
• providing advice in connection to the money laundering and terrorist financing prevention requirements.

Contact person: partner Kairi Kurisoo (Email Kairi).

Selection of works

• Advising Frank Events OÜ regarding the aquisition of the enterprices engaged in organization of hiking trips and enterprice engaged in team games, attractions and renting of tablets.
• Advising in restructuring of Tomra group’s operations in Estonia.
• Advising Martensi Maja OÜ, a developer of the business and residential building to the city centre of Pärnu, in regard to its shareholders’ relations.
• Counselling of Viru Keemia Grupp AS in the course of the sale of the shares of OÜ VKG Plokk, including preparing the transaction documents and participating in the transaction negotiations.
• Counselling of Coop Eesti Keskühistu in connection with the acquisition of the shares of Eesti Krediidipank by Coop Eesti Keskühistu, including questions related to shareholders relations.
• Consultation of OÜ VKG Energia in the purchase of Kohtla-Järve Soojus AS shares.
• Consultation of the Estonian Consumer Cooperative (ETK) in the establishment of ETK Finants AS and its launch activities.
• Consultation of Danpower GmbH in the purchase of Võru Soojus AS shares.
• Preparation for the sale of the shares of a real-estate company of the hotel in Tallinn city centre.
• Consultation of Sweco Central Eastern Europe in the acquisition of Vealeidja OÜ and in the acquisition of Sweco AS shares from the minority shareholders.
• Preparation for the sale of the shares of a manufacturer of steel building structures.

Selection of publications

• Corporate Acquisitions and Mergers. The Estonian chapter in Kluwer Law International.