Leading Estonian service industry companies have established a new business association, the Estonian Service Industry Association, with the aim of unifying and enhancing the competitiveness of high value-added service providers.
Recently 23 sector leading firms in the Estonian service industry established a new business association, the Estonian Service Industry Association (in Estonian Teenusmajanduse Koda). SORAINEN is a founding member of the new organisation. Moreover, SORAINEN specialist counsel Allar Jõks was elected a board member of the Association.
“The Association was formed to bring together the sector’s forward-looking and progressive companies, to jointly contribute towards developing and enhancing the international competitiveness of the Estonian service industry,” notes Allar Jõks. “The initiative to invest in employees and create knowledge intensive jobs improves the quality of the whole service industry and thereby also develops the legal market.”
Senior partner Aku Sorainen adds: “For years we have contributed to developing an entrepreneurial spirit among companies as well as educating students to become tomorrow’s leaders. We joined the Association to promote the attractiveness of the Estonian knowledge based service industry in a wider international perspective.”
The statutory objectives of the Association are as follows:
• to bring together corporations which create value through people and investment in a highly educated workforce and which are interested in helping the Estonian service industry to face challenges and seize opportunities for globalisation;
• to strengthen the voice and status of the service industry in Estonia;
• to develop the Estonian economic and legal environment to enhance the competitiveness of the Estonian service sector;
• to promote investment in human capital;
• to represent, promote and protect members’ interests.
Following an application by Kawe Kapital, the court has assigned legal representatives to protect the rights of former minority shareholders in Eesti Telekom, who have initiated court proceedings claiming fair compensation for having to sell their shares in a distressed situation. Harju County Court last week gave the former shareholders of Eesti Telekom 30 days from the date of publication of official notice of the court order to pay 300 000 kroons into court as a deposit to cover legal costs. The court appointed law firm SORAINEN lawyers Reimo Hammerberg, Carri Ginter and Urmas Volens to represent them.
Kristjan Hänni, a board member of Kawe Kapital, said the court application was preceded by thorough analysis. "Thanks to the distressed situation on the market and the extraordinary needs of the Estonian State to ensure compliance with the Maastricht criteria, TeliaSonera acquired Eesti Telekom shares from the minority shareholders more cheaply than the reasonable value of the shares," said Hänni.
Urmas Volens, who was one of the drafters of the law enabling appointment of group legal representatives similarly to class actions, said that the provisions were exactly designed to ensure that individuals who lose their shares at an unfair price due to takeover of the company have the opportunity to form a group or class to jointly protect their rights and finance their legal representation.
"The decision represents a major step in the practice of protecting minority shareholders. Although the provisions have existed since 2006, they have not been used hitherto," said Carri Ginter, adding that according to expert estimates there are strong arguments to suggest that the purchase price paid during the takeover of Eesti Telekom may have been unfairly small.
Hänni recalled that in 2003 the Finns were successful in arbitration in achieving a 15% higher price than offered during a voluntary takeover when Telia took over their Sonera shares. "The Finns had the resilience to fight and I very much hope that we are not weaker," said Hänni.
In January the minority shares of Eesti Telekom were transferred to TeliaSonera. This affected over a thousand shareholders, including Kawe Kapital AS.
"We have strong arguments for claiming additional compensation. But choosing the right approach is important. By appointing legal representatives for the minority shareholders as a class, the court prepared the way through competent legal representation, so setting a precedent," added Hänni.
Kohus määras Kawe Kapitali taotlusel Eesti Telekomi aktsiate eest kohtuasjaga õiglast hüvitist soovivate endiste väikeaktsionäride õiguste kaitsmiseks esinduse. Harju maakohus andis eelmisel nädalal Eesti Telekomi endistele aktsionäridele 30 päeva aega alates kohtumääruse avaldamisest ametlikes teadaannetes tasuda õigusabikulude katteks 300 000 krooni kohtu deposiiti ning määras nende ühisteks esindajateks advokaadibüroo SORAINEN advokaadid Reimo Hammerbergi, Carri Ginteri ning nõuniku Urmas Volensi.
Kawe Kapitali juhatuse liige Kristjan Hänni sõnul eelnes kohtusse pöördumisele põhjalik analüüs. "Tänu turuvapustusele ja Eesti riigi erakorralisele vajadusele kindlustada Maastrichti kriteeriumite täitmist sai TeliaSonera Eesti Telekomi aktsiad väikeaktsionäridelt kätte nende põhjendatud väärtusest odavamalt," ütles Hänni.
Ühise esindaja määramist lubavate seadusesätete väljatöötamise juures olnud Urmas Volensi sõnul ongi sätete eesmärk tagada ülevõtmispakkumise tõttu oma aktsiad ebaõiglase hinnaga kaotanutele võimalus oma õiguseid koos kaitsta ja finantseerida.
"Otsuse näol on tegemist olulise sammuga väikeaktsionäridele kaitse tagamise praktikas. Kuigi sätted on olemas juba alates 2006. aastast, ei ole neid siiani kasutatud," nentis Carri Ginter ning lisas, et asjatundjate hinnangul on mõjuvaid argumente väitmaks, et ülevõtmisel tasutud hind võis olla ebaõiglaselt väike.
Hänni meenutas, et 2003. aastal õnnestus soomlastel, kui Telia neilt Sonera aktsiad käest võttis, arbitraaživaidlusega saavutada 15% kõrgem hind, kui pakuti vabatahtlikus ülevõtmises. "Soomlastel selleks jonni jätkus ja ma väga loodan, et meie pole nendest viletsamad," ütles Hänni.
Jaanuaris kanti Eesti Telekomi vähemusaktsiad üle TeliaSonera AB-le, mis puudutas enam kui tuhandet aktsionäri, kelle hulka kuulub ka Kawe Kapital AS.
Väikeaktsionäride kommentaarid
Olari Taal ütles, et aktsiate hind oli lõiv pensionite taseme säilitamisele ja see võiski olla riigi seisukohalt õige otsus. "Poliitiline valik ei pruugi langeda kokku väikeaktsionäride erahuvidega ja tore, et Kawe selle põhimõttelist laadi asja ette võttis. Eesti olevat väikeaktsionäride "pesapuu" ja loodetavasti saavad seekordki väikesed suurest jagu," ütles Taal.
Neinar Seli leidis, et kui on võimalus veidigi rohkem juurde teenida, siis tuleb seda igal juhul kasutada. "Seda enam, et varasemalt pakutud hind oli viiendiku võrra suurem ja sellise hea dividenditootlusega ettevõte nagu Telekom oli, siis polnud mul plaanis seda kindlasti vabatahtlikult realiseerida," kinnitas Seli.
Rene Ilvese sõnul vajab Tallinna börs täna väga pretsedenti, kus suuraktsionärile näidatakse, et väikeinvestoritest ei saa suvalisel hetkel üle sõita. "Kahjuks on mitmed head firmad börsilt ära viidud võileiva hinna eest. Loodan et ka Norma aktsionärid võtavad ette sarnase aktsiooni ja tulevikus parandab see suurinvestorite käitumist," märkis Ilves.
"Väikeaktsionärid ei pea olema lambad, kes lasevad ennast suuremate aktsionäride poolt pügada. Meil on tugevad argumendid täiendava hüvitise nõudmiseks. Lisaks sellele peavad olema valitud ka sobivad vahendid nende argumentide kuuldavakstegemiseks. Ühise esindaja määramisega kohus selle vahendi pädevate esindajate näol meile andis ning pretsedent on loodud," lisas Hänni.
SORAINEN Estonia was visited today by Larry Caretsky, president of Commence Corporation. SORAINEN has been using the Corporation’s product Commence, a leading customer relationship management and business process automation software, since the firm’s establishment in 1995.
Larry Caretsky was impressed with how the SORAINEN IT team has customised features of the Commence software over the years. “You are one of the most long-lasting and loyal Commence customers in Europe,” he commented.
SORAINEN uses Commence for managing client information, so that the system by now compiles data of more than 38 000 clients and contacts, and 28 000 cases. Additionally, the firm uses the software for customer relationship and know-how management.
The list of awards for law firm SORAINEN has gained an addition – prestigious publication International Tax Review has awarded the firm the title of “Baltic States Tax Firm of the Year”. This is the first time that Baltic tax firms have been evaluated.
SORAINEN won the “Baltic States Tax Firm of the Year” award for the most innovative international and cross-border tax advice in the region. Kaido Loor, head of the SORAINEN Tax & Customs Team, comments on the prestige attached to awards from International Tax Review: “They are the highest possible international awards in the taxation field. We were delighted even to be nominated,” adds Loor.
The awards were based on the size, innovativeness, and complexity of tax matters advised between February 2009 and February 2010, as well as the general capability of a firm’s tax team. Tax firms were evaluated by International Tax Reviewstaff, who consulted a large number of tax advisers, private-practice lawyers, tax executives, and in-house counsel. Transaction experience submitted by the SORAINEN Tax & Customs Team included tax advice to AON, Barclays Bank, Royal Boskalis Westminster NV, and Airo Catering Services.
International Tax Review, part of the Euromoney Legal Media Group, has established itself globally as the most authoritative magazine dedicated to international tax strategy. The annual European Tax Awards are now in their fifth year, though the Baltic States category was only included this year. For the “Baltic States Tax Firm of the Year” award, SORAINEN was nominated alongside Deloitte, Ernst & Young, and PricewaterhouseCoopers. SORAINEN was also nominated for the “Baltic Transfer Pricing Firm of the Year” award.
Clients have again recognised law firm SORAINEN as the “Baltic Law Firm of the Year”, the award presented at the PLC Which lawyer? Awards 2010 on 14 May 2010. These awards are based solely on e-voting by company in-house lawyers. SORAINEN was commended for “seamless service from office to office”. This is the second year in a row that SORAINEN has been honoured with this international acknowledgement.
“The PLC Which lawyer? Awards are particularly important and prestigious because they are voted for by our clients, who are often using various different law firms and thus can compare services,” comments Aku Sorainen, senior partner of the law firm. “PLC has conferred this award for the Baltics only for two years, and we have been awarded both times. We are committed to providing top legal service and with this award clients show their acknowledgement of our expertise in meeting their regional needs,” adds Pekka Puolakka, managing partner of SORAINEN.
The winners of 34 regional and country awards were based on votes from 5,500 general counsel surveyed globally. PLC Which lawyer? is an essential guide to leading lawyers and law firms in over 110 countries and has been providing independently researched market intelligence on lawyers active in core commercial practice areas since 1995. PLC Which lawyer? is part of Practical Law Company, a leading international provider of legal know-how, transactional analysis, and market intelligence for lawyers.
Since 1995 SORAINEN has serviced over 6,000 corporate clients in the Baltics and Belarus. The firm is constantly advising on a majority of the largest corporate, mergers and acquisitions, private equity, financing, real estate, and other commercial transactions in the Baltic States and Belarus. SORAINEN’s track record includes close to 30,000 cases in different fields of business law.
With repeated recognition from PLC Which lawyer?, SORAINEN remains the most awarded and internationally recognised law firm in the Baltics. In addition to receiving the PLC Which lawyer? award in two consecutive years, SORAINEN was recognised as the “Baltic Law Firm of the Year” at the International Financial Law Review (IFLR) European Awards both in 2009 and 2010, and as the “Baltic Legal Adviser of the Year” at the European M&A Awards 2008 organised by The Financial Times & Mergermarket (this award was not given out for the Baltics in 2009). SORAINEN is the only law firm in Europe awarded in one national/regional category at the PLC Which lawyer? Awards and IFLR European Awards in both 2009 and 2010.
SORAINEN Belarus is acting as local legal counsel for leading Russian dairy company Unimilk in a transaction involving merger of Unimilk’s business with Danone's Fresh Dairy Product business in the CIS area. Spanning operations in Russia, Ukraine, Kazakhstan and Belarus, the merger covers all dairy products and will make Danone-Unimilk the leader in dairy products throughout the CIS. The new entity will generate annual sales of approximately EUR 1.5 billion and number over 18,000 employees.
Unimilk CEO Andrey Beskhmelnitsky announced: “Since its very beginning Unimilk was established as a company open for partnership, ready for implementation of any bold ideas and projects aimed at our consumers’ satisfaction. Our alliance with Danone, the world leader in fresh dairy products, will increase the investment potential of the whole industry, set new standards of efficiency, increase demand for high quality raw milk, and will obviously promote the consumer market and development of our teams.”
SORAINEN Lithuania office advised IBERDROLA Engineering and Construction in negotiating and signing EPC (engineering procurement construction) contract with Lietuvos elektrinė (one of the largest electricity and heat production companies in Lithuania) for turn-key construction contract of 440MW combined circle gas turbine power plant in Lithuania to be completed in 3 years. Transaction value EUR 300 million. The state-of-the-art facility is being developed to guarantee uniterrupted power supply to Lithuania after the closure of Ignalina Nuclear Power Plant by the end of 2009. The plant is being built on a turnkey basis for Lietuvos Elektrine, which is into generation, supply and distribution of electricity and thermal energy in Lithuania.
The Iberdrola power plant is an important step in the upgradation of the country's power generation facilities. The majority of the country’s electricity needs are fulfilled by the 3,000MW Ignalina nuclear plant. This is the largest on-going construction project. The client was advised by partner Kęstutis Adamonis and senior associate Vidas Rudokas.
SORAINEN Latvia is representing the Latvian Privatisation Agency, a State Joint Stock Company responsible for privatisation of state and municipal asset units, in the sale to EBRD of a minority stake (25% plus 1 share) in Citadele banka, a new bank established to take over the “healthy” assets of Parex banka during its restructuring. The transaction is a continuation of a previous transaction where EBRD acquired a minority stake (25% plus 1 share) in Parex and is in line with the Parex restructuring plan as approved by the Latvian Government and in process of approval by the EC. The purchase price for the Citadele shares acquired by EBRD is LVL 25,750,001 (approx EUR 36,638,950). Simultaneously the parties agreed to decrease EBRD participation in Parex to approx 19% of voting rights by selling part of the shares owned by EBRD to the Latvian Privatisation Agency. The transaction documents were signed on 30 July 2010, with completion subject to fulfilment of a number of conditions precedent.
SORAINEN Latvia assisted in preparing and negotiating the transaction documents. Partner Eva Berlaus and senior associate Renāte Purvinska act for the client.
SORAINEN Latvia and Estonia are advising Rīgas Miesnieks and its shareholder Rakvere Lihakombinaat on the acquisition of a majority shareholding in Jelgavas gaļas kombināts. Rīgas Miesnieks is the largest meat processing business in Latvia and SORAINEN is advising at all stages of the acquisition, from legal due diligence of the target company to preparing transaction documents, representing client interests in negotiations, and applying for merger clearance. To date, the acquisition is pending approval by the Latvian Competition Council. The client was advised by partner Eva Berlaus and senior associate Jānis Bite from SORAINEN Latvian office with senior associate Kadri Kallas from SORAINEN Estonian office.
SORAINEN Estonia, Latvia and Lithuania advised Parex banka on its restructuring under the plan approved by the Latvian Government earlier in 2010. The restructuring involved transfer of a significant share of Parex assets and liabilities (including loan and deposit portfolios) to Citadele banka, fully owned by the same controlling shareholders as Parex. SORAINEN Latvian office was the lead adviser to Parex in coordinating advice from foreign jurisdictions on the transfer, covering banking, financial regulatory, secured lending, company law and competition law issues plus many key aspects of restructuring under Latvian law (including the main agreements between Parex and Citadele). SORAINEN Lithuanian and Estonian offices advised on all important legal issues and practical solutions in their jurisdictions, local company law, banking, financial regulatory and competition law issues relevant for the restructuring plus drafting local transaction documentation and obtaining regulatory approvals for the Parex restructuring, including transfer of local branches and subsidiaries plus assets and liabilities. This is by far the largest and most complex restructuring to have taken place in the Baltics.
