Major deals
Below is the list of selected publicly known business transactions and disputes in which Glimstedt Straus & Partners lawyers were involved:
2008/2009
CORPORATE
Principal legal adviser to Danske Bank A/S Estonian branch (former AS Sampo Bank), one of the largest banks in Estonia. During the economic turmoil the complexity and intensity of the legal advice offered to the commercial bank has increased significantly.
Advising cross-border merger between Estonian company OÜ Ergo Invest, Lithuanian company UAB ERGO Lietuva investicija and Latvian company SIA ERGO Invest. All companies are daughter companies of insurance giant ERGO in the Baltics. The three companies merged into one Latvian company SIA ERGO invest, the registration processes of which were facilitated by Glimstedt branch in Estonia.
Assisting Sportradar OÜ to acquire Estonian company Goalwire OÜ. Sportradar is a world-renowned service provider for the betting and media industry – its brand Betradar is focused on the bookmaker world and its brand Scoreradar on the international Media. Sportadar is a trusted partner to over 300 businesses in 40 countries of all kind in size and set up: starting from a company operated by a single employee to the global leaders in football UEFA and FIFA.
Advising the Pon Power entering into Estonian market by forming new legal entity in Estonia and transferring employment agreements into the newly established company. Pon Power represents Caterpillar and focuses on the marketing, sales and distribution of Caterpillar and MaK engines for propulsion and power generation, primarily in the Netherlands, Sweden, Norway and Denmark.
TAX, PUBLIC PROCUREMENT AND INTELLECTUAL PROPERTY
Advising Grant Thornton International, one of the world's leading organisations of independently owned and managed accounting and consulting firms, on all taxation issues in Estonia and Lithuania.
Representing large food industry companies – AS Maag Grupp and AS Maag Piimatööstus – in the long-lasting disputes over taxation of surplus sugar stocks against Ministry of Agriculture and Estonian Customs and Tax Board, as well as in all taxation matters in the Baltics.
Assisting worldwide pharmaceutical company Merck Sharp & Dohme.
Successfully represented Ultrapolymers Nordic AB in a VAT refund case, including advice in the VAT registration process.
Regularly assisting non-resident companies in VAT registration procedures in Estonia - AGEL Enterprises and IRONPLANET Ltd.
Assisting Hecksher Group, Denmark's oldest shipping company, in all taxation and legal issues.
Assisting Estonian pharmaceutical company TALLINNA FARMAATSIATEHASE AS, the oldest pharmaceutical producer of Estonia and the entire Baltic region, in taxation and legal issues.
Advising Amber Trust Management S.A. in tax related issues.
Representing Estonian subsidiaries of Finnish Sanoma Corporation, including in unique database (www.auto24.ee) copyright infringement cases.
Counselling the Black Nights Film Festival, which offers the Estonian public a film program with a wide variety of works from all around the world.
Representing AS Stol-I in a complex trade mark (“Stolichnaya”) litigation concerning damages for a trade mark infringement against a major Estonian alcohol producer.
Advising AS WebMedia, one of the largest software development companies in the Baltics, on IP/IT-related legal matters (software licensing agreements, etc.) as well as in IT public procurement bids and disputes.
Assisting AS TALLINNFILM, one of the Estonia´s leading and oldest film companies, in all legal issues, including IP matters (licensing, etc.).
Advising AS Sertifitseerimiskeskus, the leading provider of certification products and services in Estonia, on IP/IT-related legal matters (software licensing agreements, etc.) as well as in IT public procurement bids and disputes.
Representing Modesat Communications Osaühing, who is the innovation leader in high capacity and reliable modulator-demodulator DSP Cores for wired and wireless broadband solutions, in IT and IP related questions.
Representing 3M in customs IP infringement procedures.
Assisting Fromdistance Ltd, an international software company which specializes in mobile applications for business, in IP/IT, taxation and legal issues.
Advising bwin Interactive Entertainment AG, the world’s biggest publicly listed online gaming platform and one of the most well-known brands in Austria, in IP/IT, advertising and legal issues in Estonia.
Advising Amber Trust Management S.A. managed companies in IP/IT related issues.
Representing the company D.A.S. Õigusabikulude Kindlustuse Aktsiaselts, who is the legal expenses insurance company number 1 in Europe in this business area, in IT and IP related questions.
CONSTRUCTION, REAL ESTATE AND ENVIRONMENT
Counselling Swedish forest investment company TISKO AB’s Estonian subsidiary on Estonia's largest forest sales transaction (the sales of 63 registered immovables).
Advising aktsiaselts Tallinna Olümpiapurjespordikeskus in the planning of the most attractive real estate development areas in Tallinn.
Advising OSAÜHING FAKTERO in the planning of large real estate development in Tallinn's Old Town, which is a heritage conservation area. Our work involved also counselling the arrangement of architecture contest.
Assisting the Hüüru Külaselts (non-profit organisation) to help the Tallinn's nearby locals (in total 475 people) protect their rights in the planning procedures of the Tallinn-Paldiski open road overpass.
Successfully represented INFOKAITSESÜSTEMIDE OSAÜHING. in administrative court procedures against the Ministry of the Environment regarding the delay of issuing a hazardous waste handling licence.
DISPUTE RESOLUTION
Representing the biggest Estonian railway transportation and rail infrastructure company Estonian Railways in a dispute with the Estonian Government who has filed a claim against our client in the total sum of 2 million EUR. The claim derives from an infrastructure project which is co-financed by the European Commission.
Representing the Estonian National Communication Board in all judicial proceedings related to telecom disputes. Our extensive telecom dispute practice includes litigation between the Estonian National Communication Board and two of the biggest Estonian mobile operators who have contested the decisions adopted by the Estonian National Communication Board on regulating the wholesale market for voice call termination on individual mobile networks. In its decisions, the Estonian National Communication Board has come to the conclusion that each provider of individual mobile call termination should be designated as having significant market power (SMP) and has imposed the following regulatory remedies on the mobile operators: 1) to provide access upon reasonable request, 2) non-discrimination, 3) transparency and 4) price control. The decisions are based on the new regulatory framework for electronic communications in the European Union and are closely connected to competition law issues. Tallinn Administrative Court (the first instance) has made decisions in favour of our client.
Representing the biggest Russian railway transportation company Russian Railways in a dispute with an Estonian transport company who has filed a claim against our client in total sum of 1,2, million EUR The claim derives from a railway accident in Russia.
Successfully represented the Danske Bank A/S Estonian branch (former AS Sampo Bank) in applying for the annulment of the precept issued by the Estonian Consumer Protection Board. The Estonian Consumer Protection Board required the termination of the use of commercial exchange rate in Estonian Kroons when repaying loans that are given in Euros.
Successfully represented AS DnB Nord Liising, one of Estonia’s biggest car leasing service providers in negotiations over ownership in a large sale of motor vehicles.
Representing an Estonian real estate developer (AS MaxKinnisvara) in arbitral tribunal disputes in the Arbitration Court of the Estonian Chamber of Commerce and Industry concerning a real estate development project. Our client has already succeeded in one case.
Representing the local water and wastewater company aktsiaselts Kunda Vesi (privately owned) in disputes with Kunda City Government who has unjustifiably rejected the applications of our client to establish the new price of services of supplying water and leading off waste water in Kunda. Our client has contested the administrative acts of Kunda City Government and claimed for compensation as well. Our client has already succeeded in one of these disputes and the court annulled an administrative act.
Representing several creditors against the Republic of Estonia and VEB Fund in an unprecedented and complex litigation. The VEB Fund is gathering the claims of legal persons of Estonia against the Bank of Foreign Economics of the former Soviet Union. According to our view, the Republic of Estonia is responsible for funds which were frozen more than 17 years ago. After restoration of independence, none of the Estonian Governments has yet succeeded in bringing the topic of the VEB Fund to the negotiation table, due to the opposition of Russia. However, this may probably take place sometime in the future due to the litigation procedures.
2007
Multi-faceted legal counsel to Catella (Germany) during leasehold portfolio purchase in Estonia and Latvia for three sources of revenue, including the DHL logistics centre for the German open-ended fund Focus Nordic Cities.
Advising investor on its attempted acquisition of "Novaturas", a leading Lithuanian tour operator.
Successfully represented a major Estonian organizer of musical in an essential VAT dispute with the Estonian customs and tax authorities. The Supreme Court declared that the VAT Act provision, which determines conditions for implementing 5% VAT rate by performing arts institutions, is unconstitutional and violates the freedom of establishment of EU.
Successfully represented client in a tax interest refund dispute. In its judgment the Supreme Court resolved the question, whether a taxable person has a right to file a claim for refund in case he was not filed a claim for interest after 5th November 2002, but he paid interests voluntarily, including based on decision of paying tax arrears in instalments. The Supreme Court agreed with our statements and confirmed that if a taxable person has paid interests after 5th November 2002, concerning which there has been no previous claim for interests, he has a right to file a claim for refund regarding these interests considered as unconstitutional even in case they have been paid on the basis of a decision of paying tax arrears in instalments.
Successfully represented one of the biggest Estonian real estate developers in a detail plan dispute. The Estonian Supreme Court agreed with our statements and this enabled to start the realization of a new residential area development project in Tallinn worth more than 35 million euros.
Advising the Shell Group on the sale of its Baltic subsidiaries (lubricants distribution network).
Successfully represented AS Rakvere Lihakombinaat, one of the biggest meat products producing companies in the Baltics, in a complex trademark case. The final decision made in the case has a significant impact to Estonian meat industry.
Advising the equity owners of Estonian leading travel agent Horizon Travel Ltd on selling their stake to the biggest Finnish travel agency Aurinkomatkat-Suntours OY.
Assisting Eastern Europe Real Investment Trust Ltd. (EEREIT) in legal issues of acquisition of immovable and production facilities in Tallinn from Swedish metal company Svets & Mekanogruppen AB`s affiliated company Finmec Ltd. as well as concluding a sale and leaseback agreement.
2006
Advising Codan Forsikring, a leading Scandinavian insurance company, in regulatory requirements for establishing and registering its Estonian branch.
Assisting Eastern Europe Real Estate Investment Trust AS (EEREIT) in sale and leaseback of property consisting of office and stock building and over 42 000 m2 land in Maardu, Harju County.
Assisting Eastern Europe Real Estate Investment Trust AS (EEREIT) in purchase of six immovables in Jüri Industrial Park, Harjumaa, with a newly built industrial building with total space 7,500 m2. The firm advised Eastern Europe Real Estate Investment Trust AS in sale and leaseback transactions with Swedish origin company Pharmadule OÜ, which is going to manufacture modules for pharmaceutical companies in the premises.
Advice to the Republic of Estonia in the negotiations and conclusion of the contract of items and services necessary for the issue of ID cards.
The firm was selected as the legal advisor to Estonian Citizenship and Migration Board for international public procurement of biometric travel documents.
Successfully representing one of the major Estonian property developer in a complex zoning dispute regarding one of the biggest property development projects in Tallinn.
Advising IT Koolituskeskus OÜ, an Estonian company, and its management board at the complex transaction where Baltic SME Fund C.V., whose registered office is located in the Netherlands, acquired majority shareholding in IT Koolituskeskus OÜ. Baltic SME Fund C.V. agreed to invest into IT Koolituskeskus OÜ in order to take over UAB Protraining Academy, a closed company established and existing under the laws of the Republic of Lithuania. Finally, the management board of IT Koolituskeskus OÜ and Baltic SME Fund C.V. agreed on management buy-out in connection to the shares of IT Koolituskeskus OÜ.
The firm participated in creating first Estonian copyright orientated information website www.autor.ee together with the Estonian Ministry of Culture.
Consulting and representing Estonian large wholesale companies in disputes over the post-clearance recovery of import duties.
2005
Representing worldwide producer of pharmaceuticals Merck Sharp & Dohme in a dispute with its competitor about publication of false informatsion in media.
Assisting major Eastern-Europe real estate investment trust in acquisition of the shares of a company owned by Swiss Reinsurance Company.
Representing the member of Estonian parliament in civil litigation with Estonian newspapers Eesti Ekspress and SL Õhtuleht. The decision of the Supreme Court is a precedent in the interpretation of new law regulating the liability of media organizations.
Advice to the Association of International Producers of Pharmaceuticals in Estonia, reviewing several decisions and administrative actions of the Estonian Ministry of Social Affairs related with reimbursement of pharmaceuticals.
Advising Eastern Europe Real Estate Investment Trust AS in acquisition of major recreation building in Tallinn, Estonia.
Advising Eastern Europe Real Estate Investment Trust AS in acquisition of 25 000 sq.m land plot in the centre of Tallinn (Estonia) for the large business and residential area development project with a total construction area of 140,000 sq.m.
Representing Estonian Authors´ Society in civil litigation with Estonian newspaper “Eesti Päevaleht”. The decision of the Supreme Court is a precedent on the limits of free quotations and free use of reproductions of artistic works.
Representing Estonian Authors´ Society in criminal proceedings. The Supreme Court provided many guidelines how to proceed the criminal cases based on violation of copyright.
Advising and representing major food industry companies in the disputes over taxation of surplus sugar stocks against Estonian Customs and Tax Board and Ministry of Agriculture.
Representing AS Eesti Mereagentuur in civil litigation on the field of merchant shipping. The Supreme Court treated the liability of the carrier of merchant shipping for the first time in its practice.
