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)
M&A and corporate law team:
Laura Raadik (team leader and contact person)
Arsi Pavelts
Mari Past
Marika Mugur
Heili Püümann
Indrek Niklus
Madis Abel
Our portfolio includes:
- NOVE advised Bildgren Invest on the creation of a new construction group with Urmas Sõõrumaa
- NOVE advised Rimi on the acquisition of the Veskimöldre Shopping Centre
- NOVE advised Value.Space on raising €2.1 million
- NOVE advised Innopolis Insenerid OÜ on the acquisition of another engineering company
- Law Office NOVE advised on the sale of Tulika Takso to a company owned by Urmas Sõõrumaa
- Advising ADM Interactive on the acquisition of a shareholding in Elevator Startups OÜ
- Advising 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
- 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 Larks Holding regarding purchasing a shareholding of Largo AS
- 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