The Working Group for Review of Estonian Corporate Law, composed by Estonian Ministry of Justice and chaired by NOVE Partner Dr. Urmas Volens, with NOVE attorneys Dr. Arsi Pavelts, Triin Tiru and Heili Püümann, has completed and submitted to the Ministry of Justice preliminary draft amendments to the Commercial Code and other Company Law Acts. Proposals for a total of six bills and their explanatory memoranda were sent to members of the Company Law Review Committee. The Ministry of Justice is awaiting the opinions of stakeholders on the solutions proposed in the draft by November 11, 2019 at info@just.ee. The Ministry of Justice then reviews the opinions, formulates its position and sends the draft to a public consultation.
The company law review shall include a thorough, substantive and systematic analysis, harmonization and updating of the legislation in the area of company law. In order to accomplish this task, the Working Group for Review of Estonian Corporate Law, in addition to Estonian law, also analysed a number of laws of the several countries, existing case law and legal literature in Estonian and foreign languages as part of the initial task given by the Ministry of Justice. As a result of the work, in the autumn of 2018, a nearly 1000-page analysis- concept was completed, which presented ca 50 pages of profound proposals for the further development of Estonian corporate law. In addition, during the preparation of the drafts, a statistical overview of Estonian associations was compiled by Janno Järve from the Centar – Estonian Center of Applied Research. The purpose of the revision is to reorganize corporate law (primarily the Commercial Code) in order to clarify the legal order, facilitate the implementation of the law, reduce the red tape as well as increase the international competitiveness of Estonian company law.
In addition to Dr. Volens, the Working Group included leading corporate law experts Dr. Martin Käerdi (Associate Professor at the University of Tartu, Ellex), Sander Kärson (Assistant Professor at the University of Tartu, TGS Baltic), Dr. Villu Kõve (Associate Professor at the University of Tartu, Chief Justice of the Supreme Court), Dr. Arsi Pavelts (NOVE), Dr. Kalev Saare (Associate Professor at the University of Tartu, COBALT), Dr. Andres Vutt (Associate Professor at the University of Tartu, Magnusson), Dr. Margit Vutt (Lecturer at the University of Tartu, Supreme Court). Attorney-at-law Heili Püümann and attorney-at-law Triin Tiru also participated in the work of the corporate law review from NOVE.
The revision of corporate law was funded by the European Social Fund and the Ministry of Finance of Estonia.