Nasdaq has successfully completed the merger of the central securities depositories of Latvia, Lithuania and Estonia into the Latvian entity Nasdaq CSD SE and obtained a licence for it to operate under the new EU regime introduced by the Central Securities Depositories Regulation No. 909/2014. This allows Nasdaq CSD SE to continue to operate as the central securities depository in each of the Baltic States under a new, more robust legal framework.
Sorainen in Latvia, Lithuania and Estonia advised Nasdaq throughout this complex and ground-breaking project through all its main steps – analysing and selecting the optimal jurisdiction for the new merged depository (2014-2015), the new operational model of the depositary to achieve maximum efficiency under the new EU legal framework whilst maintaining a safe and customer-oriented set-up (2015-2016), applying for and obtaining a licence under the CSDR and effecting the corporate merger of the three central securities depositary businesses whilst adopting the Societas Europea legal form (2016-2017). In the course of the cross-border merger, Eesti Väärtpaberikeskus transferred its pension register business to the newly established Pensionikeskus as required by the Estonian Financial Supervision Authority (2017). Finally, Sorainen also advised Nasdaq on changes to the legal framework in Latvia, Lithuania and Estonia in order to support the operation of the new merged depository (2016-2017).
Sorainen has been privileged to be able to employ its expertise on both the regulation of securities markets and cross-border mergers in regulated industries to contribute to the success of this project. Partner Rūdolfs Engelis comments: “Helping bring this project to a successful result over the last three years has been a real test of our team’s ability to handle difficult and innovative legal issues, while working seamlessly across borders to deliver the right support and advice to our client Nasdaq. We are delighted that this has resulted in creating a joint fully capable central securities depositary in the Baltic States which will be instrumental in helping our securities markets achieve even higher targets in the future!”
The Sorainen cross-border team for this project was led by partner Rūdolfs Engelis from the Sorainen Latvia office on regulatory and licensing matters and Algirdas Pekšys on corporate merger matters. The team included Zane Paeglîte, Mârtinš Rudzîtis and Andis Burkevics in Latvia, Reimo Hammerberg, Jane Eespõld, Juulika Aavik and Kätlin Krisak in Estonia and Tomas Kontautas, Augustas Klezys, Laura Matukaitytė, Evaldas Dūdonis and Aurelija Daubaraitė in Lithuania.