The Central Bank chooses Tark & Co to discuss derivatives
November 2006On November 23, 2006, Kessler and Siigur of Tark & Co participated in an in-house seminar of the Central Bank of Estonia where the legal aspects of complex derivative transactions were discussed. Tark & Co has, on numerous occasions, been asked to analyze and opine on the ISDA 1992 and 2002 Master Agreements.
Tark in Bulgaria
November 2006On November 13–15, 2006, Tark & Co’s managing partner Aare Tark visited Bulgaria with the delegation of the Prime Minister of Estonia. The delegation opened Estonian embassy in Sofia and had numerous meetings with the local business community and the chamber of commerce. Tark & Co’s clients are already active in the region.
Assignment explained once again
November 2006The Supreme Court held that in the case of transfer of a claim the new creditor assumes the obligation, replacing the old creditor. The new creditor may freely agree upon changing the obligation. The new creditor may, e.g., agree with the debtor about a new repayment date or amendments regarding any other clauses.
Stakeholder roundtable discusses corporate governance
November 2006On November 22, 2006, Kilvar Kessler gave a presentation on the Estonian Corporate Governance Code at the roundtable of stakeholders in the Ministry of Finance. Another presentation on auditing was given by the Chairman of the Estonian Auditing Board. The roundtable discussed approaches to and policies of reforming the auditing and corporate laws in Estonia in light of recent developments in Europe. Kilvar is one of the drafters of the Corporate Governance Code.
Termination of a financial lease may become costly
November 2006The Supreme Court clarified the meaning of additional costs to be paid in the case of unilateral termination of a financial lease agreement. The person who leases the property is under an obligation to compensate the other party for termination costs, provided that the termination was not caused by a financing institution. Termination costs are, e.g., costs associated with the sale process, including the safekeeping of objects, clean-up of objects to be sold, etc. Such costs have to be reasonable.
Lay-off is a complex legal process
November 2006The Supreme Court explained the lay-off procedure. First of all, an employer must determine who has a priority to keep the job. In doing this, the employer has to compare employees, based on objective criteria: who has been more successful in performing his or her tasks, who has more professional know-how, skills and who is more efficient in utilizing his or her skills. The employer should also analyze whether it is able to offer substitute work for the employee to be laid off. Such substitute work should not necessarily be of the same type, but it must be a kind of work the employee is able to do.
Administrative Courts show they work quickly
November 2006Tallinn Administrative Court turned down the application of the Estonian Architects Union to prohibit the demolition of a landmark conference center in central Tallinn. The court said that Architects Union does not have a right to apply for such prohibition as the demolition does not breach their rights. Earlier this month Tallinn City Government gave the developers a permit to demolish the "Sakala Keskus" conference centre. This act caught a lot of media attention as the permit was issued immediately after one of the leaders of the development company joined Center Party - a party that runs Tallinn City government. Prominent architects stood in defence of Sakala Keskus and claimed that this central limestone building which is actually in quite a good shape. The court reached a preliminary conclusion just within a couple of days.
Parliament discussing better protection of personal data
November 2006The Parliament started discussing the draft of the Personal Data Protection Act. The latter is to substitute the existing act and, among other things, to address more thoroughly the processing of personal data for scientific and statistical purposes as well as the processing of personal data for public use.
The Supreme Court clarified issues on sum insured
November 2006The Supreme Court opined in connection with the maximum sum insured under the insurance contract that the latter should not always be defined as a fixed or concrete sum. The parties to the contract may agree upon grounds of determining the sum insured. In no case the insurer has an obligation to pay compensation in excess of the sum insured. However, if the actual damage is smaller than the maximum sum insured, the insurer should compensate only for the actual damage sustained.
Parties to mortgage agreement may agree on execution procedure other than stipulated by statutory default rule
November 2006The Supreme Court held that mortgagee may agree with the mortgagor in the notarized form that the latter would accept immediate compulsory execution without respective court order. By the default rule, the mortgagee should wait for a court order declaring his right to execution.
Real estate owners to tolerate certain structures
November 2006The Supreme Court maintained that real estate owners should accept technical structures (such as gas pipes, phone landlines) on their real estate, even when such structures had been constructed without a proper legal ground, provided that they had been constructed before April 1, 1999.
Financial Supervision Authority issued guidelines for players in financial sector
November 2006The Financial Supervision Authority published the General Requirements for Insurance Contracts and outsourcing guidelines both of which will be applied from June 1, 2007. The Financial Supervision Authority consults markets and the public on the guidelines of business continuity.
Estonian economy doing well, but is expected to show signs of slow-down in the near future
November 2006According to the forecast of the Central Bank of Estonia, Estonian economy is expected to grow by 11.8% in 2006 and by 8.3% and 7.6% in the next two years, respectively. Although CBE forecasts no rapid downturn, the peak of the economic activity has already been reached.
Company registrar getting tougher in introducing fines
November 2006Äripäev, the leading business newspaper in Estonia recently wrote that the commercial register is imposing fines without first issuing the ruling of warning on companies that delay with submitting of information required by law (Äriregistril karmimad võtted: hilinejad saavad hoiatuseta trahvi, 30.10.2006). The article inter alia states that as of this year the number of fines made without a prior warning has substantially increased while before such fines were only imposed as a last resort. The reason for imposing of fines is related to the requirement of Estonian companies to submit their annual reports to the commercial register not later than six months after the end of the financial year. However, many companies do not fulfill such requirement. The respective right of the registrar to impose a fine without prior warning is set forth in the Commercial Code.
Mr. Vahimets of Tark & Co speaks about real estate due diligence
November 2006Risto Vahimets, partner at Tark & Co will give a presentation on 17. november in the V annual real estate conference, held at the National Library in Tallinn. The title of this years conference is „What is really going on on the real estate markets?“
The conference will deal with the real estate markets of Russia, Germany, Baltics, Morocco and Spain as well as general trends and directions of real estate markets. The presentation of Risto Vahimets will be on the real estate due diligence by lawyers.
Tark & Co advised EUR 71,8 million IPO
October 2006Tark & Co advised the managers on an IPO of Olympic Entertainment Group, a leading casino operator in the Baltics. The EUR 71.8 million worth offering that ended on October 17, was the first time shares were simultaneously offered to the public in Estonia, Latvia and Lithuania. The lead manager of the IPO was Hansabank and the co-manager was Gild Bankers
Tark & Co recognized as top Estonian lawfirm
October 2006The 2007 edition of IFLR 1000 listed Tark & Co as a tier 1 firm in all categories. Top Estonian lawfirms were divided into three tiers, tier 1 firms being the most recommended.
Court states that pledgee’s rights should be intact even if transfer of underlying property is restricted to owner
October 2006The Supreme Court has opined that a transfer transaction made contrary to the transfer restrictions imposed by public authorities is null and void. Such a limitation is not applicable to third parties whose limited rights in rem occurred before introducing the transfer restriction, provided that the restriction does not specifically include such third parties.
The Supreme Court holds that monetary compensation is not the only option in cases of defamation
October 2006The Supreme Court stressed that the negative consequences of defamation could be compensated for not only by money but in minor cases also by making a public court judgement.
Hansabank stepping out of insurance brokerage business
October 2006In connection with its entering the Estonian property and casualty insurance market, Hansabank Group, the largest banking group in the Baltics, sold its business insurance brokerage arm to Colemont Estonia. Marit Savi and Risto Vahimets of Tark & Co acted as legal counsels for the Hansabank Group.
New President Toomas Hendrik Ilves admitted to office on October 9, 2006
October 2006Respective inaugural ceremony was held in the Parliament with clerical inauguration carried out at the Church Kaarli in Tallinn. Lawyers from Tark & Co participated in the event.
Insurance brokers’ fees should be more transparent
October 2006The Government filed with the Parliament for discussion amendments to the Insurance Activities Act. Main features of the bill deal with regulatory capital requirements for insurance undertakings, especially implementation of the IFRS4. In addition, insurance brokers would have a duty to disclose to each client the fees they earn on the sale of respective insurance policies to the client.
The Government fine-tuned price determination for the Central Depository for Securities
October 2006The Parliament is going to discuss a bill regulating in more detail the grounds and procedure for approval of prices set by the Central Depositary for Securities in Estonia. All stock corporations have to register shares with the Depositary.
The Parliament is to analyse a relaxed framework for hedge and real estate funds
October 2006The Government filed with the Parliament a draft law which differentiates and loosens the regulatory framework for hedge funds and real estate funds. Main investors to these types of funds tend to be professionals, thus application of less strict rules might be justified.
The Supreme Court confirmed that a broker had the right to a “consideration common locally” for services provided if no payment had been expressly agreed upon
October 2006The Court found a broker having the right to receive consideration from the moment of entry into agreement or beginning of provision of services. If the fee for the brokerage services has not been agreed upon, the broker has the right to get the fee normally or commonly accepted in the region. If such local standards do not exist, the fee should be “reasonable.”
Conditio sine qua non test explained by the Supreme Court in the context of causal links
October 2006The Court stressed that an earlier event should give causefor later event in such a way that the later event would not occur if the earlier event was eliminated. If an event with an adverse effect would have occurred even without the earlier event, this earlier event was not a cause for the adverse effect.
EU independent study analyses auditor liability
October 2006The European Commission has published an independent study on the economic impact of current EU rules on auditors' liability regimes and on insurance conditions in the Member States. The study analyses the structure of the auditing market and its possible development in the future, describes the existing limitations in the insurance market for international audits, examines the economic needs for limiting auditors' liability and compares several possible methods for limiting liability.
Tark & Co rendered advice in the sale of shares
October 2006Risto Vahimets and Marit Savi of Tark & Co counselled the sale of shares in AS Krediidiinfo. Last week, a subsidiary of the international group of Experian companies acquired 100% of shares in AS Krediidiinfo. AS Krediidiinfo was founded in 1993 and is today a leading supplier of credit informaton services in Estonia.
Government indicated soon company formation will not take more than a couple of hours
September 2006The Government handed over for parliamentary debates a draft law which would drastically change the company formation landscape. Under the bill, standard form articles of a limited liability company could be handed over to the commercial register over the internet, without a notary being involved. After the register has entered the company in its files, it may operate as a legal person.
Ombudsman addressed hot issues in the Parliament
September 2006The Chancellor of Justice (ombudsman) delivered his annual speech in the Parliament. Among other things, he pointed out that constructions rules and supervision needs to be improved and privatization of public functions carefully analyzed.
Supreme Court decided the manager may self-deal only in case the general meeting has approved such activity
September 2006In case a member of the management board of a limited liability company would like to make a transaction with the company, the company’s shareholders should approve the transaction, including its terms and conditions, ex ante or ex post, and decide who represents the company. Such transactions should be documented in writing.
Supreme Court saw ne bis in idem applicable also in cases of administrative offences
September 2006The Supreme Court highlighted that the constitutional ne bis in idem principle is applicable not only in cases of criminal offences but also administrative offences and, under certain conditions, disciplinary offences.
Tark & Co hosted colleagues from Scandinavia
September 2006Legal experts on financial markets, mergers and acquisitions, and corporate law from Finland, Denmark, Norway, and Sweden paid a visit to Tark & Co. Estonian stock market, transposition of MiFID, recent developments and major deals were discussed and thoughts exchanged.
Estonia tries to back up “golden share” regime for state and municipalities
September 2006Last week the Parliament discussed a draft law granting the state and municipalities a blocking vote in case they have less than a half of the total votes. Such a structure could be introduced by a privatization agreement to be included in the articles of a company and only in case the respective company is a monopoly or has a special status. The blocking vote could be exercised only in specific cases, such as to avoid violation of laws or harm to business activities of the company.
Penal law takes a step closer to harsher monetary punishments
September 2006The Government is planning to increase marginal levels of maximum monetary penalties in cases of administrative offences. The current maximum fine of 3200 euros for legal persons will be increased ten times to 32,000 euros.
Government planning to enter investment banking market
September 2006The Parliament discussed a draft law on the Development Fund. This is a public body corporate investing into equities of start-ups active in high-tech, bio-tech and similar science-based and export-oriented activities. The DF has a council, management board and financial committee. The latter should consist of opinion leaders, investments will be made based on their recommendations and on a strategy approved by the council. The Government will transfer 3% of Estonian Telecom shares to the DF as initial assets to be managed, monetarized and invested.
Supreme Court confirmed monetary and certain non-monetary debts could be novated into loans
September 2006The Supreme Court has stated that a person who owes money or assets which are not unique may agree with a creditor to novate such an obligation into a loan. This principle is also laid down in the Law of Obligations Act § 396(2).
Trial Court orders City of Tallinn to speed up in issuing construction permit
September 2006The Court found that Tallinn’s inactivity to issue a construction permit is unlawful. Tallinn has approved a detailed plan allowing the construction of a hotel near Old Town but, obviously due to public pressure, is reluctant to issue the specific construction permit. Tark & Co represented a foreign hotel operator who applied for the permit but did not receive a decision from the City within a reasonable time.
Tark & Co to organize meeting for European lawyers in Tallinn
September 2006The Association of European Lawyers (AEL) has decided at its AGM in Copenhagen that the next general meeting will be held in Tallinn in September 2007. The meeting will be organised and hosted by Tark & Co. AEL unites 42 top-quality law firms from 56 jurisdictions. This is an association of independent law firms co-operating on a non-exclusive basis which has been active for more than 17 years. Tark & Co joined AEL in 1995.
The EU Commission proposes merger rules to be tightened for financial institutions
September 2006The European Commission has put forward a proposal that will tighten the procedures that Member States’ supervisory authorities have to follow when assessing proposed mergers and acquisitions (M&A) in the banking, insurance and securities sectors. Current EU rules allow supervisory authorities to block proposed M&A if they consider that the 'sound and prudent management' of the target company could be put at risk.
Official Journal prints two MiFID implementation measures
September 2006The EU has published in the Official Journal implementing measures under the Markets in Financial Instruments Directive ("MiFID"): implementing Regulation (EC) No 1287/2006 and implementing Directive 2006/73/EC.
Tark & Co launches new homepage
September 2006Today, September 15 2006, Tark & Co launches its new homepage. The new page gives an overview of firm's practice areas and lawyers practicing in the firm. A feature of the page that has not been used by any leading Estonian law firm yet, is a RSS feed of legal updates and office news.
Tark & Co recruits Risto Hübner
August 2006Tark & Co corporate and commercial practice group is strengthened by Risto Hübner. Risto was awarded LL.M. degree of Stockholm University with cum laude in June. His thesis focused on IT law. Before his post-graduate studies, Risto practised in a law firm and as an in-house counsel mainly on general corporate and M&A.
Tark & Co recruits Olger Marjak
August 2006Tark & Co recruits Olger Marjak, former advisor of Ministry of Justice, Department of Courts. Among other tasks, Olger was co-ordinating activities of the Bar Association at the Ministry. Olger is going to practice in corporate and commercial practice group.
Tark & Co drafts legislation implementing MiFID
July 2006Tark & Co is drafting for the Government new Estonian legal acts implementing MiFID (directive 2004/39/EC) and Transparency Directive (directive 2004/109/EC). On July 18 2006, the Ministry of Finance declared Tark & Co as the winning bidder. Mr. Kilvar Kessler, our special counsel on corporate, banking and financial markets law, leads the transposition work team.
Read more
Merger control criteria completely revised
July 2006Amendment of the Competition Act taking effect on July 1 2006 change thoroughly the criteria for Competition Board approval. Although the changes are said to relax the criteria, turnover thresholds are brought down considerably. Read more
Best ever financial year of Tark & Co
June 20062005 turnover of Tark & Co was EEK 34.2 million (EUR 2.2 million), 28.9% up compared to the result of 2004. Read more
Tark & Co recruits Kilvar Kessler
June 2006Former board member of Estonian Financial Supervision Authority Kilvar Kessler joins Tark & Co team. Read more
Tark & Co receiving highest ranks
June 2006European Legal 500 ranks Tark & Co in top tier in four practice areas. Read more
Tark & Co’s 15 years of success
May 2006The year 2006 marks the 15th anniversary of Tark & Co. Read more
Tark & Co in top tier of all rated categories
May 2006IFLR 1000 Guide to the World's Leading Financial Law Firms (2006 edition) places Tark & Co into top tier in all three rated areas of expertise: Banking and Capital Markets, Mergers and Acquisitions, and Project Finance. Read more
Chambers 2006 recognises Tark & Co
March 20062006 edition of world's most prominent guide of lawyers, Chambers Global Guide, ranked Tark & Co Estonia's number one corporate and commercial law firm. Read more
Marit Savi becomes full member of Estonian Bar
January 2006On January 24 2006, Marit Savi was adopted full member of Estonian Bar Association (vandeadvokaat).
New Civil Procedure Code takes effect
January 2006On January 1 2006 new Civil Procedure Code takes effect. The law introduces a number of new features into Estonian civil litigation. Read more
PPP Conference (Vilnius 22-23.11.06).pdf
Disclaimer |
|
 |
