Mergers and Acquisitions (M&A) and Corporate Law

NOVE advises clients on all issues related to everyday business and assists them in carrying out corporate actions, including assistance in foundation and dissolution of companies, preparation of corporate documents, making entries in the commercial register and Estonian Central Register of Securities. NOVE’s attorneys can give advice in the area of mergers and acquisitions (M&A), demergers, transformation and restructuring of companies by devising a structure, preparing required documents, negotiating for transactions and closing of deals. NOVE’s attorneys have extensive experience in consultation and management of legally complicated transactions and projects   both in public and private sectors, as well as at international level. NOVE’s attorneys have played a key role in drafting of several individual pieces of corporate law legislation, writing legal literature developing this area, and creating the case law. 

In corporate law, we provide services in the following areas to our clients

  • Foundation of companies and branches and preparation of required documents 
  • Foundation and dissolution of joint undertakings (including consortiums, civil law partnerships, joint ventures)
  • Consultation on issues relating to company management, management contracts and motivation packages, employee option plans 
  • Rights, obligations and liability of management bodies and members thereof, contracts with members of management bodies and disputes related to members of management bodies 
  • Rights of shareholders, shareholder agreements and disputes between shareholders 
  • Corporate actions (e.g. appointment and removal of management board members, increase and reduction of the share capital of a company, conduct of meetings of management bodies) and preparing required documents (resolutions of the management board, supervisory board or shareholders, making entries in the commercial register and Estonian Central Register of Securities)
  • Liquidation 
  • Establishment of a company’s risk management and internal audit systems and valuation of their operations 
  • Conduct of internal investigations
  • Ensuring compliance with requirements deriving from public commercial law and compliance evaluation 

In M&A, we provide the following services to our clients:

  • Preparations for the sale of businesses and holdings in companies, including transaction structuring 
  • Preparation of letters of intent, memoranda of understanding, non-disclosure agreements and other documents related to preparations for a transaction 
  • Conducting legal due diligence 
  • Conducting auctions 
  • Sale and purchase of businesses and holdings in companies and other divestments 
  • Contract negotiations 
  • Transaction closings, including activities related to closing 
  • Merger control procedures 
  • Carrying out reorganisation procedures after acquisition of holdings and businesses, creation of management structures 
  • Corporate transformation, mergers and demergers 
  • Drafting of statutory documents and shareholder agreements based on the interests of the shareholders of a specific company, and other documents regulating the work of companies 
  • Advising on issues related to stock exchange and securities law 
  • Drafting corporate governance documents and other internal rules and regulations 
  • Procedures related to takeover bids and takeover of shares for monetary compensation (squeeze-out) 

Our portfolio includes:

  • Advising Larks Holding regarding purchasing a shareholding of Largo AS
  • Advising ADM Interactive regarding purchasing a shareholding of Creative Elevaator OÜ
  • Advising Cybexer Technologies regarding restructuring their business and transforming their legal form from private limited company into public limited company
  • Advising OÜ ADM Interactive regarding an equity investment into TADDY OÜ, an outdoor media analytics platform and in preparation of shareholders’ agreement
  • Advising Easyfy OÜ in transferring their Baltic business to All Media Baltic (Licensee)
  • Advising Danpower Eesti AS in acquiring the production, distribution and sale of district heating to Puiga
  • Advising Futurma OÜ in the sale of 100% shareholding in Mercurio OÜ to OneMed OÜ
  • Representation of Nasdaq Tallinn AS in the dispute with Olympic Entertainment Group AS related to the delisting of shares  
  • Advising the crowdfunding company Funderbeam in formation of new business structures and drafting of required contracts 
  • Advising the major digital solutions agency of Estonia, ADM Interactive OÜ, on their merger with Fenomen and the complicated restructuring related therewith 
  • Advising Tallinn University of Technology in the preparation of The Once-only Principle Project (TOOP), H2020, carried out from 2017 to 2019, and ongoing consultation related therewith (this assignment comprised preparation of a complicated consortium agreement for an international project and other required contracts)
  • Consultation of the sale transaction for the 100% holding in electricity and communication network construction company Corle OÜ. As a result of the transaction, Network Assets OÜ  is the new owner of Corle. The transaction was partly financed by BPM Mezzanine Fund SICAV-SIF, SCA (BPM) which finances business and growth investments in Estonia, Latvia, Lithuania and Poland 
  • Advising and representing Larks Holding OÜ in the transaction of acquisition of 100% of the shares in AS Largo
  • Advising and representing Urmas Nisuma in the transaction of acquisition of 100% holding in OÜ Hotell Pärnu 
  • Representing Bytelife Solutions OÜ and shareholders in the disputes deriving from buyout of holdings, and in the negotiations aiming to achieve a compromise, drafting agreements for acquisition of holdings 

M&A and corporate law team:

Urmas Volens (team leader)
Kaija Riismaa
Triin Tiru
Mari Matjus
Veiko Vaske