15.12.2008
After long debates, the new Employment Contracts Act was finally passed by the Estonian Parliament on 17 December 2008. The Act will enter into force on 1 July 2009.
12.12.2008
On 2 October 2008, the Lithuanian Securities Commission approved guidelines for companies providing investment and/or supplementary services concerning incentive measures and related obligations of the company. The guidelines prescribe what information must be revealed by the aforementioned companies to clients who are non-professionals. In addition, the guidelines also provide for the conditions which must be met by any type of fee, commission or any non-monetary benefit in order for the activities of the company providing investment or supplementary services to be considered honest and professional.
10.12.2008
On December 5, 2008, Nasdaq OMX Tallinn Stock Exchange organized a workshop for the issuers. Andres Siigur, senior associate, and Kerstin Pilt, associate, gave a presentation in the workshop. Their presentation concentrated on issuers’ obligations related to the insiders and their connected persons and mitigation of related risks.
09.12.2008
The Estonian Parliament is currently working on a bill amending the General Part of the Civil Code Act and the Law of Property Act. The bill was triggered by the problems with the SMS loans, especially the high interest and late payment interest charged by the lenders.
08.12.2008
In several of its recent judgments, the Supreme Court has analysed whether and in which cases can the term of office of a member of a private limited company’s management board be deemed automatically extended if the board member’s term of office has expired but the shareholders have failed to pass a resolution to remove the board member or to elect a new board member.
03.12.2008
On 22 October, the Financial Supervision Authority adopted advisory guidelines containing additional measures for preventing money laundering and terrorist financing in credit and financial institutions. In addition to obligations stipulated in the Money Laundering and Terrorist Financing Prevention Act, the guidelines regulate the adoption of additional measures during entering into a business relationship, identification of persons and carrying out transactions as well as establishing correspondent relationships with foreign credit institutions, relationships with foreign branches and subsidiaries, and relationships with persons whose country of origin does not implement the recommendations of FATF (Financial Action Task Force). The guidelines will come into effect on 1 April 2009.
29.11.2008
From 15 January next year new guidelines of the Financial Supervision Authority will come into effect, specifying the information on the terms of a home loan agreement to be disclosed by a credit institution before entry into an agreement with the client and the method for its disclosure.
26.11.2008
On October 30, 2008 Oxford University Press published the second edition of Financial Services Regulation in Europe (editor E. Katz). The book outlines the regulatory framework of financial services in altogether 41 jurisdictions in Europe and covers the banking, insurance and capital markets sectors. Contributors from leading commercial law firms across the region provide a clear explanation of the relevant regulatory bodies and their powers, with consideration of the effects of each jurisdiction's national legislation.
15.11.2008
On 30 October 2008, Imbi Jürgen attended an Energy Law Group (ELG) meeting in Prague. The ELG is made up of lawyers with specialist expertise in the energy and natural resources sectors, all belonging to independent European law firms. The ELG covers most European countries and constitutes the most extensive network of European experts in energy and natural resources law. Members of the ELG hold regular semi-annual meetings to adopt resolutions on their joint activities and to listen to presentations given by leading experts on topical energy-related issues. The meeting was hosted by leading Czech law firm Glatzova & Co. Presentations made by lawyers and energy experts at the meeting dealt with the legal framework of renewable energy production and major legal issues relating to the production of renewable energy in the Czech Republic.
10.11.2008
Tark & Co and a leading Luxembourg law firm Arendt & Medernach held a joint seminar to introduce different regulated and unregulated investment management vehicles in Luxembourg, which is undeniably one of the most favourable jurisdictions for investment management services.
02.11.2008
On 15 October 2008, the Luxembourg Parliament adopted several changes in certain aspects of the legislation regarding the investment company in risk capital (SICAR). New legislation seeks to further adapt the SICAR to the needs of the private equity community. Inter alia, the following changes were made to the SICAR legislation.
29.10.2008
On 15 September 2008 the Board of AB Vilnius Securities Exchange (VSE) approved the amendments to the Rules of VSE. The amendments are related to the purpose of making trading in investment units or shares of collective investment undertakings (CIU) available to the participants of the market in the regulated market.
25.10.2008
Companies planning to acquire a trademark registered in the trademarks registry before 1 May 2004 have reason to be careful since the registry might not reveal the real owner of the mark.
20.10.2008
The Estonian Government decided to increase the guarantee and compensation limit for deposits from 20,000 EUR (313,000 EEK) to 50,000 EUR (782,000 EEK), securing now 100 per cent of all deposits with credit institutions currently guaranteed under the Guarantee Fund Act up to the said limit. The amendment took effect from 9 October 2008.
19.10.2008
Attorney-at-law, Mr Tanel Pürn, joined Tark & Co in October.
15.10.2008
The Banking Law Committee of the International Bar Association (IBA) has appointed Hannes Vallikivi, a partner and head of banking and finance practice group of Tark & Co, as the co-chair of the Legal Opinions Sub-Committee of the Banking Law Committee for a term of two years starting from January 2009. It is the first time in history that an Estonian lawyer has been appointed to such office at the IBA. The other co-chair of the Sub-Committee is Mr. Stephen Powell of Slaughter & May up to the end of 2009. IBA Banking Law Committee is organising a very prestigious International Financial Law Conference to be held for the 26th time already in May 2009. The Legal Opinions Sub-Committee will be responsible for organising a session at the next IBA Annual Conference in Madrid, Spain.
14.10.2008
Tark & Co managing partner Aare Tark and partner Hannes Vallikivi participated in the Annual Conference of the International Bar Association (IBA). This year the IBA conference took place from October 12 to 17 in Buenos Aires, Argentina.
International Bar Association (IBA) Conference is an opportunity for practitioners to meet and learn about legal developments in various jurisdictions and exchange knowledge and expertise through the work of the specialist Committees, Constituents and Groups.
13.10.2008
Starting from 15 October 2008 Tark & Co Tartu Office welcomes its present and future clients in the new quarters at Kaluri 2/ Soola 3. We now have the pleasure of delivering top-notch legal services to our clients from a modern spacious office.
The telephone and fax numbers as well as email addresses of Tark & Co Tartu Office have remained the same.
Tark & Co Tartu Office:
Kaluri 2/ Soola 3, 51013 Tartu
Telephone +372 74 88 071
Fax +372 74 88 072
12.10.2008
On 13 October 2008, the FSA published an overview of the Corporate Governance Recommendations (CGR) reports published by the issuers whose securities have been admitted to trading on Tallinn Stock Exchange. The obligation to publish CGR report is stipulated in the Rules of Tallinn Stock Exchange and the first report had to be published regarding the 2006 economic year.
11.10.2008
The new 2009 issue of IFLR 1000, the guide to the world’s legal markets, has ranked Tark & Co in the highest tier.
09.10.2008
Tark & Co partner Hannes Vallikivi, head of Banking and Finance Division, spoke at the 7th Annual Insurance Conference, which was held in Tallinn on 7th October. His presentation covered the current regulation of sale of insurance products, insurance brokerage and standard insurance terms and conditions. The conference was arranged by Kontakt Konverentsid and was targeted primarily at corporate key accounts, insurers and insurance brokers.
08.10.2008
Hannes Vallikivi, partner and head of Tark & Co's Banking and Finance Division, took the floor at the 2nd Credit Conference held in Tallinn on 2 October 2008. The conference organised by AS Krediidiinfo (Experian Group) centred on consumer credit and related risks. In his speech, Hannes Vallikivi, being the only lawyer at the conference speaking to the audience of 100 people, touched upon the consumer credit rules, including the amendments proposed to regulate the so-called SMS loans. His address on the definition of usury and transactions contravening good morals stirred up the audience.
07.10.2008
Attorney-at-law, Mrs Kerstin Pilt, joined the team of Tark & Co.
06.10.2008
On 8 September 2008, FSA Guidelines on “Requirements for Pre-Contract Disclosure of Terms and Conditions of Investment Deposits” entered into force. The purpose of the Guidelines is to increase the transparency of investment deposit service and help clients to better understand the essence of investment deposit.
The FSA Guidelines define the information that credit institutions are to disclose to clients before contracting for an investment deposit, i.e. a term-deposit with an interest rate directly correlated to the value or volatility of financial instruments or other assets.
05.10.2008
On 1 September 2008, a regulation entered into force to establish new requirements for the audit committees of the Lithuanian public limited liability companies. Except for banks and the Central Credit Union, the requirements apply to the companies, securities of which are traded on the regulated markets of Lithuania or other EU member states.
04.10.2008
From March next year new guidelines of the Financial Supervision Authority will come into effect, specifying the information on the terms of a home loan agreement to be disclosed by a credit institution before entry into an agreement with the client and the method for its disclosure.
According to these advisory guidelines, merely the submission of a draft loan agreement to the client cannot, as a rule, be regarded as the provision of pre-contractual information for home loans, but a credit institution's compliance with the guidelines requires that the institution separately point out and clarify the material terms of the home loan agreement and the related obligations. The guidelines were adopted on 10 September 2008 and will take effect on 1 March 2009.
20.09.2008
On 9 September, Colliers International organised a seminar to its clients and business partners, where Tark & Co partner Risto Vahimets delivered a speech.
14.09.2008
A joint business law alliance TLS Alliance recently established by three leading law firms of the Baltic States has stepped into Belarus. According to the founders of the alliance, such a step is related to the prospects of the Belorussian economy and business.
11.09.2008
With the events, where ill-willed persons have forged documents to arbitrarily appoint their representatives to management or supervisory boards of companies, which essentially accounts for theft of a company, becoming more frequent lately, the Government decided to take steps to render more stringent regulation for the election of the members of directing bodies and prevent related fraud.
08.09.2008
Three leading business law firms in Estonia, Latvia and Lithuania, Tark & Co, Loze, Grunte & Cers and Sutkiene, Pilkauskas & Partners, intensify their cooperation by creating TLS Alliance, a leading pan-Baltic business law partnership.
30.07.2008
From 26 to 29 June 2008, a camp meant for students – Student Camp 2008 – was held in Saaremaa, Johan Spa Hotel. The camp was organised by Tark & Co in collaboration with its best Scandinavian and Baltic partner firms.
15.06.2008
The recent edition of the guides listing top lawyers worldwide, Chambers Europe and Legal 500, assign Tark & Co top rankings in practically every practice area in Estonia.
15.05.2008
The Estonian Law of Obligations Act establishes that upon the transfer of rights and obligations arising from a lease contract to a new lessor due to the transfer or encumbrance of a leased thing, the new lessor may cancel the lease contract by adhering to the terms for cancellation provided for by law. However, a residential lease contract or a lease contract of business premises may be cancelled by the acquirer for such reason only if the acquirer urgently needs the leased premises. But the law does not specify in which cases the new lessor can rely on its urgent need to use the leased premises. A recent judgment of the Supreme Court brings some clarity to the situation.
07.05.2008
In May, Tark & Co Law Offices recruited seven new colleagues: Erki Kergandberg, Margo Lemetti and Piret Blankin as partners, Alo Noormets, Elmer Muna and Lada Riisna as associates, and Jaana Penne as a lawyer.
24.04.2008
Imbi Jürgen of Tark & Co took part in the IBA Section on Energy, Environment, Natural Resources and Infrastructure Law held in Copenhagen on 28 April 2008 and made a presentation on wind energy in Estonia.
23.04.2008
On 15 April, changes to the Commercial Code entered into force, harmonising Estonian law with the Directive 2006/68/EC of the European Parliament and of the Council amending Council Directive 77/91/EEC as regards the formation of public limited liability companies and the maintenance and alteration of their capital ("capital requirements directive").
18.04.2008
Aare Tark accompanied President Toomas Hendrik Ilves on his state visit to Ireland from 13 to 17 April 2008 as a part of the business delegation. The aims of the visit included the promotion and development of economic and trade relations between Estonia and Ireland and EU issues. An Estonian-Irish business seminar was held during the visit, where an overview was given of Estonian economy and investment climate.
17.04.2008
Insurance Supervisory Commission of Lithuania amended the requirements applicable to the content and form of the insurance companies’ business plans as well as the procedure for their submission.
The changes mainly relate to reinsurance arrangements in the business plans.
16.04.2008
The Supreme Court of Lithuania recently decided a case of R.J. and T.R.V. AB “Spauda” on the annulment of the decision of the general shareholders meeting.
14.04.2008
On 21 February 2008, the Board of the Bank of Lithuania enacted a resolution “On the subdivisions of branches of banks and foreign banks in the Republic of Lithuania”, which simplifies the procedure for establishment of bank subdivisions.
12.04.2008
On 4 October 2007 (in force from 8 November 2007) amendments to the Latvian Financial Instrument Market Law were adopted concerning certain norms which had to be harmonized by February 2008. The amendments were made to implement the Markets in Financial Instruments Directive (MiFID) which allows, inter alia, establishment of alternative stock exchange with lower regulatory requirements.
10.04.2008
At the first meeting of the Advisory Committee held on 24 March, Aare Tark, Managing Partner of Law Office Tark & Co, was elected as Chairman of the Committee.
On 24 March the Minister of Internal Affairs, Jüri Pihl, approved the new membership of the Committee. Besides Aare Tark, the members are Mall Hellam, Priit Hõbemägi, Juhan Kivirähk, Toomas Luman, Keit Pentus, Indrek Pertelson, Raul Rebane, Indrek Saar (Vice Chairman), Ain Seppik, Einar Soone, Ivar Tallo, Stanislav Tšerepanov, and Peeter Tulviste. The main aim of the Committee is to advise the Minister of Internal Affairs on issues of internal security in order to take greater account of the expectations of society in improving internal security. The members were elected for a term of two years.
09.04.2008
The Law of Obligations Act provides that the lessor of an immovable has the right of security over movables located on the leased immovable and, upon the lease of a room, over movables which are part of furnishings or are used together with the room in order to secure claims arising from a lease contract. However, certain limitations are also applicable to such a right of security. For example, the law provides that the right of third parties to things concerning which the lessor knew or should have known that the things do not belong to the lessee precedes the right of security of the lessor. A recent decision of the Supreme Court clarified the application of the right of security of a lessor in relation to the rights of third parties.
25.03.2008
Due to the amendments of the Investment Funds Act, as of 15 March 2008 the UCITS funds and other open-ended investment funds, which sell their units or shares to the public, are permitted to invest up to 100% of its assets also into securities admitted to trading on an alternative regulated market (e.g. an MTF) of an European Economic Area member state which operates regularly and is recognized and open to the public.
23.03.2008
On 12 of March 2008 the Estonian Parliament passed the new law on advertising (the Advertising Act) the date of entry into force of which is 1 of November 2008. The intention of the law is to aggregate the regulatory requirements for advertisements to the widest extent possible into one act. Nevertheless, the sector specific requirements (e.g. in the case of the securities markets, investment funds) have been left to the scope of specific regulation in order to achieve wider legal clarity, as these requirements are in close interaction with the provision of certain services. Considering aforesaid, when advertising investment funds or investment services, the Advertising Act is to be applied in compliance with the specific rules set forth respectively in the Investment Funds Act or in the Securities Market Act.
21.03.2008
On 15 March 2008, a change to Estonian takeover rules will enter into force clarifying the financing of a bid. Until now, it was unclear whether the requirement that a bidder must have financing secured before announcing the bid applied to mandatory takeovers. New law will remove this ambiguity and thus those who acquire control over issuer must have financing in place in advance. The change is probably due to recent takeover of AS Kalev, an Estonian leading confectionary, where few larger shareholders concluded voting agreement and controlled over 50% of the company, but negotiated financing only after announcement of the bid.“
05.03.2008
On 29 February, another meeting of the Alliance partners was held in the Riga office of Loze, Grunte & Cers.
04.03.2008
On 28 February, Tark & Co in liaison with Tallinna Konverentsid held a seminar on “Mergers and Acquisitions: An Alternative to Organic Business Growth.”
03.03.2008
On 15-16 February 2008, the meeting of Banking and finance practice groups of law firm Tark & Co and its strategic partners Sutkien?, Pilkauskas and Partners (Lithuania) and Loze, Grunte & Cers (Latvia) took place in Riga.
20.02.2008
In February 2008, amendments to the insurance agreements’ general guidelines adopted by the Estonian FSA entered into force. Like the new insurance mediation guidelines adopted by the Estonian FSA, the guidelines now regulate how the Estonian insurers should establish their clients’ insurable interest.
14.02.2008
A new Money Laundering and Terrorist Financing Prevention Act came into force on 28 January 2008. By the new Act, directive 2005/60/EC on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing was transposed into Estonian law. The 40 Recommendations and 9 Special Recommendations on Terrorist Financing adopted by the Financial Action Task Force were also taken into account when drafting the new Act.
04.02.2008
On 1 February 2008, insurance mediation guidelines adopted by the Estonian FSA entered into force. The guidelines regulate how Estonian insurance intermediaries should establish their clients' insurable interest and clarify the rules transposing Directive 2002/92/EC, including rules on avoidance of conflicts of interests and provision of advisory services by insurance brokers. Intermediaries may deviate from certain provisions but should justify the deviation ("comply or explain"). The guidelines make it advisable to review internet and telephone sales procedures of intermediaries acting in Estonia.
10.01.2008
Toomas Taube, partner of Tark & Co, was one of the speakers at a conference for economic affairs diplomats organized by the Estonian Ministry of Foreign Affairs on January 9, 2008. Mr. Taube gave a presentation concerning private international law.
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Phone: +372 611 0900
estonia@tgslegal.com
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