Mergers & Acquisitions (M&A) and Corporate Law

NOVE’s lawyers have advised some of the largest and most complex merger and acquisition (M&A) transactions in Estonia and the Baltic region, representing both local and international strategic investors, investment banks, private equity firms and other financial institutions. In the field of mergers and acquisitions, demergers, transformations and restructurings. We advise on transactions from start to close, starting from structuring, documenting, negotiation up until successful completion. We have extensive experience in advising and managing legally complex transactions and projects, both in the public and private sector, as well as internationally. Our lawyers have played a key role in drafting legislation in the field of corporate law. They have made a significant contribution to the legal literature and 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:

  • Acquisition, restructuring and sale of shareholdings of companies in difficulty, companies and their assets, both in enforcement, bankruptcy and reorganization proceedings (distressed M&A and buyouts)
  • 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 a public financial institution on the financing and acquisition of a company in difficulty (distressed financing and acquisition)
  • Advising on the sale and purchase of various companies in bankruptcy proceedings
  • Advising on the acquisition of a qualifying holding in a management company
  • Advising a trading company on the sale of shares and on the establishment of a joint venture
  • Advising a waste management company on acquiring a stake in another company in the same sector
  • Advising a telecommunications company on a merger
  • Advising an insurance broker on the sale and acquisition of holdings
  • Advising an electronics company on a management company buyout transaction
  • Advising a majority shareholder of a real estate company on a leveraged management buyout
  • Advising a shipping company on a competitor’s leveraged buyout
  • Advising a global media company on the acquisition of an Estonian media agency
  • Advising several insurers on cross-border mergers
  • Advising clients on takeover of shares for monetary consideration (squeeze-out)
  • Advising an investment bank in acquiring a shareholding in a road construction company
  • 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: