Residence requirement of members of the management board of public and private limited companies in Estonia
September 2006Probably many foreign companies have had problems when establishing Estonian subsidiaries with the requirement that the residence of at least half of the members of the management board must be in Estonia. The Commercial Code sets out that in the case of both private limited companies (§ 180 (2)) and public limited companies (§ 308 (4)), the residence of at least half of the members of the management board must be in Estonia. Read more
Distance contracts for financial services
December 2004Recent changes to the Law of Obligations Act define distance contracts for the provision of financial services and deal with the consumer's right to receive information and to withdraw from the contract. The amendments implement the EU Directive on Distance Marketing of Consumer Financial Services. Read more
Transfer of employment contracts upon transfer of enterprise
December 2004Estonian Commercial Code (äriseadustik) (hereinafter the "CC") provides that an enterprise is an economic unit through which a company operates. An enterprise is comprised of things, rights and obligations, which are or should, by their nature, be designated for the activities of the enterprise. Upon transfer of ownership or possession of things and rights as a whole belonging to an enterprise or to an organizationally independent part thereof, the provisions of the Law of Obligations Act (võlaõigusseadus) (hereinafter the "LOA") shall apply.
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2004-2005 edition of Chambers Global Client’s Guide released
December 2004The British independent publisher Chambers Global (Chambers & Partners Publishing) has released a new client’s guide (Chambers Global The World’s Leading Lawyers for Business 2004-2005 The Client’s Guide) which is based on even more extensive interviews with clients than the earlier editions. This new guide provides an outline of the best lawyers and law firms in 174 countries (including Estonia) Read more
Banking law: legislative update
November 2004On June 16 2004 the Estonian Parliament (the Riigikogu) heard a motion to process a draft act purporting to amend the Credit Institutions Act 1999 and the Commercial Code 1995. The draft was prepared by the Central Bank, the Ministry of Finance and the Financial Supervision Authority. The draft has already passed its first parliamentary reading.
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Top 10 law firms of the Baltic and Nordic states
October 2004The fourth issue of Nordic Legal Business magazine De Facto Nordic Lawyer has listed the best attorneys and law firms of Denmark, Estonia, Finland, Latvia, Lithuania, Norway and Sweden Read more
Amendments to the Competition Act and Penal Code
August 2004On 1 August 2004, the Competition Act and Penal Code Amendment Act entered into force. The necessity to amend the Competition Act arose out of the need to bring valid Estonian competition law into conformity with the law of the European Union upon joining the union. Read more
Accession heralds change in company transfers
July 2004Amendments to the Employment Contract Act came into force on May 1 2004. Among other things, the amendments concern the inheritance of employment contracts in the event of a company transfer. Read more
Baltic Council resolves environment issue
July 2004The fifth Baltic Sea States Summit took place on June 21 2004 at the invitation of the prime minister of Estonia. The presidency of the European Union and a member of the European Commission participated, as did the heads of government and representatives of Denmark, Estonia, Finland, Germany, Iceland, Latvia, Lithuania, Norway, Poland, Russia and Sweden. Read more
Notation regarding the lease contract in the land register protects the interest of lessees
July 2004A lessee may have an unpleasant surprise if the lessor transfers the leased thing or decides to encumber it with a limited real right (right of superficies, usufruct, etc.) during the validity of the lease contract. A lessee may thus find oneself in a situation where the new lessor who has acquired the thing or obtained it on the basis of real right decides to cancel the lease contract and the lessee cannot use the leased dwelling or business premises anymore. Read more
Mergers and Acquisitions
July 2004The purpose of this article is to provide a brief description of mergers and acquisitions from the lawyers’ perspective. This article has been extracted from the book “Mergers and Acquisitions” published early in May 2004. Read more
Pre-emption right in share transfer transactions
May 2004The Law of Obligations Act, which took effect on July 1 2002, introduced a pre-emption right that applies to the shareholders of limited liability companies. The concept differs from its predecessor and its interpretation has proved troublesome, particularly in relation to share transfer transactions. Read more
Estonia's accession to the European Union and its impact on cross-border banking
May 2004Estonia acceded to the European Union on 1 May 2004. On that date, regulations on free movement of services between the Member States, including the right of Estonian credit institutions to establish branches in the other Member States, took effect. Read more
Loan interest taxation changed again
May 2004The last major change in debt interest taxation was introduced on 1 January 2004. Now, on 1 May 2004, the interest taxation underwent significant changes again. On 20 May 2004 the Estonian Parliament passed an Act amending inter alia the Income Tax Act of 2000 (the “Amendment Act”). Most of the amendments enter into force retroactively from 1 May. Read more
Financial collateral directive to be implemented
April 2004The government has approved a draft law which amends a number of statutes concerning transactions between domestic financial institutions and other parties. The draft law is based on the provisions of the EU Financial Collateral Directive (2002/47/EC). Read more
Statutory form requirement for transfer of enterprises
January 2004Certain statutory form requirement must be taken into consideration while transferring of an enterprise in Estonia. Read more
Changes in taxation of interests
January 2004On 17 December 2003, the Estonian Parliament (Riigikogu) passed the act amending the Income Tax Act and other tax regulations. Pursuant to the Act, the following changes took effect on 1 January 2004 in relation to taxation of interest paid to non-residents. Read more
Recognition of foreign arbitral awards in Estonia
January 2004In its recent judgement, the Estonian Supreme Court stated that Estonian courts would not examine merits of foreign arbitration awards. Read more
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