Sorainen has advised Nordea, the largest financial services group in northern Europe, on the transfer of its Baltic banking business, operated by Nordea Bank Finland in Estonia, Latvia and Lithuania, to its Swedish parent company Nordea Bank.

This was the first transfer of a pan-Baltic credit institution business as a going concern of such scale and complexity covering all three Baltic States. The transaction involved transfer of the material part of regulated banking operations of one of the largest banks in the Baltics, and had to be implemented in all three countries simultaneously, despite differences in the legal frameworks.

Sorainen advised Nordea through all the stages of this transaction, from drafting the initial project implementation plan, through to closing and actual transfer of the business. The team supported Nordea in liaising with the local financial supervision authorities in the Baltic States, and established new branches of Nordea Bank in the Baltics. The scope and complexity of the transaction has required involvement of the firm’s lawyers from most of the practices (from banking and finance, M&A, real estate, dispute resolution, public procurement, employment and tax).

The transaction structure suggested by Sorainen, on some aspects innovative, has both allowed the transfer of regulated business without any practical disruption for customers, and ensured full continuity of the bank’s operations throughout the Baltics.

The pan-Baltic Sorainen team was led by partners Rūdolfs EņģelisTomas Kontautas and Reimo Hammerberg, and included senior associates Santa RubīnaAugustas KlezysMantas Petkevičius and Piret Lappert.