Ühinguõigus Kogemus

• GENERAL CORPORATE ISSUES AND FORMATION OF COMPANIES, BRANCHES AND REPRESENTATIVE OFFICES

  Providing continuous support for Siemens, DHL, Coca-Cola Baltic Beverages, Ericsson, Algol, Eaton Electric, L'Oreal Baltic, Pohjola Group, Vaasan & Vaasan Group, SAP, YIT Tehsistem and other companies known worldwide on company law and business related matters.

  Advising Hecksher, Denmark's oldest shipping company, on business setup in Latvia and support for implementation of changes in its Latvian subsidiary's corporate structure.

  Providing continuous support to Hes-Pro Finland, operator of the leading Hesburger chain of fast food outlets in Finland, in expanding its retail chain in Latvia and its business in Latvia and Lithuania.

  Providing Algol Chemicals, a leading distributor of industrial chemicals in Finland, with full scope advice on its entry to the Belarusian market. SORAINEN's services covered turnkey registration of a subsidiary in Belarus, advice on employment and other matters.

  Advising and representing Barclays, a major global financial services provider, in negotiating an incentive package with the Lithuanian Ministry of Economy and the Lithuanian Development Agency under the Invest LT+ Scheme plus establishing a Barclays branch in Lithuania. This was the first investment agreement in Lithuania in the last nine years.

  Advising Pohjola Group, the leading financial services group in Finland. Besides regular corporate matters, SORAINEN advised on capital structures in local jurisdictions, including equity requirements.

  Advising SAP, the world's largest business software company, on structuring its business activities in the Baltics, including tax and continuous corporate advice.

• CROSS-BORDER MERGERS AND LOCAL REORGANISATIONS

  Representing If P&C Insurance, a major Nordic and Baltic insurance company, on cross-border merger involving combining its subsidiaries operating in Estonia, Latvia and Lithuania into one company in the Baltics. This is a landmark case as the first cross-border merger in the Baltics based on the respective EU Directive and one of the very few such mergers of regulated financial market participants throughout Europe.

  Advising Hewlett-Packard, a multinational information technology corporation, on local implementation of the global merger of Hewlett-Packard with Electronic Data Systems.

  Advising Rautakirja, a Finnish trade and service enterprise active in the Baltics, Romania and Russia, on merger of its subsidiaries in Estonia.

  Advising Aon, the leading global provider of risk management services, insurance and reinsurance brokerage and human capital consulting, on the cross-border merger of its insurance brokerage subsidiaries operating in Estonia, Latvia and Lithuania into one company in the Baltics.

• JOINT VENTURES, SHAREHOLDER RIGHTS, SHAREHOLDER AGREEMENTS AND DISPUTES

  Advising Towage & Marine Assistance, a leading towage and ship assistance company in Klaipėda seaport, on setting up a joint venture company in Lithuania and a potential joint venture in Latvia. This was a highly complex transaction involving an innovative solution - contribution of a business as a going concern in exchange for shares (one of the first such transfers in Lithuania).

  Representing Xella Baustoffe, a major international producer of building materials, in court disputes between two major shareholders of Lithuanian production company Silikatas.

  Advising Massi Miliano, a clothing biorobotics systems start-up, in obtaining seed capital from the Estonian Development Fund and a conglomerate of venture capital investors. SORAINEN's input included advice on placement of shares with investors and securing management board member agreements.

• SHARE AND ASSET DEALS, COMPANY (GROUP) RESTRUCTURING

  Advising Merck Serono, a leading-edge expert in pharmaceutical chemistry and biotechnology, on restructuring business operations in the Baltics including establishing new legal entities in each jurisdiction and transfer of employees from existing representative offices to the new entities.

  Assisting Monilaite-Thomeko, a leading importer and wholesaler specialising in equipment, material, appliances and accessories for the food retail, fast food and restaurant sectors in reorganising its group structure in Latvia, including acquiring a new subsidiary and implementing a merger of existing subsidiaries.

  Advising Bayer Consumer Care, a global pharmaceutical concern, on its acquisition of the distribution business of competitor Sagmel in Belarus and the Baltics. The transaction involved corporate restructuring of the client's business in Belarus.

  Assisting Aeroc, the largest producer of new generation autoclaved aerated concrete in Eastern Europe, in changing its corporate structure.

• CORPORATE GOVERNANCE

  Advising state owned public limited liability company Latvijas Valsts radio un televizijas centrs (LVRTC), the institution owning and responsible for developing and maintaining broadcasting networks in Latvia, on a complex theoretical and practical corporate governance matter.

  Advising Gaasienergia, a member of the Gasum Group, Finland's leading provider of energy gas equipment and services, which also owns and maintains the gas transmission network importing natural gas into Finland. SORAINEN assisted the client by analysing corporate governance in the Estonian subsidiary and amending the articles of association to meet higher standards in corporate visibility.

  Contributing to the commentary on NASDAQ OMX Vilnius Corporate Governance Code for listed companies.