Greetings from our Managing Partner 2010: The year that was 2010 in numbers Transactions M&A and Private Equity Fund Formation Capital Markets Banking, Finance and Restructuring Environment and Infrastructure Construction & Real Estate IP & Technology Media & Technology IP Litigation Dispute Resolution Employment & Labour Shipping, Transportation and Insurance Assosiations & Foundations Antitrust & Marketing Law Tax 2010 in the Baltics Estonia Latvia Lithuania
5 7 17 18 18 19 20 21 22 23 24 24 25 26 26 27 28 29 30 30 34 36
This year we proudly celebrate the 100th anniversary of the founding of our law firm. Our long history is a source for celebration. It is also a time to look brightly towards tomorrow. The 2nd century awaits to be solved. Come be a part of our future. www.borenius.com
The transaction market started slowly in 2010, but we saw increased activity on multiple fronts towards the second-half of the year. While uncertainties remain as to whether the financial crisis is now contained, the general sentiment is that Europe will rebound. I am extremely proud of the work done by our lawyers in helping client companies navigate through this unprecedented economic downturn. Loan portfolios for many firms need refinancing in the next two years, and we expect the real estate market to see heightened activity. Dispute resolution claims have returned to normal levels, which is also an indicator of stabilisation. Our tax attorneys advised many clients on tax-saving issues and also the tax implications of striking deals, once the time is ripe. Also noteworthy is the significant increase in pharmaceutical patent litigation cases, which is attributable to the business cycle this industry is experiencing. In 2010, we welcome skilled practitioners with specialised competence in environmental law and infrastructure issues. This is a sector where we see growing needs, as regulations become tighter and sanctions stricter. Baltic colleagues that form part of the Borenius Group are
also experiencing recovery following some of the worst market conditions imaginable. The merger of our Lithuanian partner strengthens the Borenius Group even more. We have an important 100-year anniversary upon us. We see this as a moment to celebrate, and also a time to sharpen our skills. As we close the first century and leave behind one of the most challenging periods in recent history, we end 2010 on a positive note. Our firm has recorded modest growth after two flat years. The complex mandates we receive each year motivate us to be the best legal practitioners possible. Thank you for choosing to work with us.
Jari V ikiรถ Vikiรถ M i Partner P Managing
Many of our complex construction, energy and infrastructure projects have environmental and infrastructure law issues that need resolution. Environmental law also often comes up in other corporate transactions. In response to the growing need for expertise in these areas, this year we established an Environment and Infrastructure practice group. The team is led by Casper Herler, a new partner to the firm. We are also joined by Klaus Mets채-Simola,
a senior associate who is known for his expertise in zoning and the legal aspects of environmental protection, nature conservation and natural resources. Our ability to offer environmental law and infrastructure services complements our full-service portfolio. We continue to provide clients with added-value from one service provider in areas relevant to the markets we serve.
new partners
welcoming our new talent Our ability to offer pre-eminent legal services comes from the fact that we attract and retain the best practitioners. This year we warmly welcome four new partners three specialist partners to the firm. We greatly value the individual skills each person brings to the important assignments entrusted to us. Their dedication and commitment enhances our ability to serve our clients with a zealous commitment to the law that results in the highest standards of excellence.
Andreas Doepel is the head of our Nordic desk and the corporate law competence group. He regularly advises on mergers and acquisitions and contract law matters. Andreas also serves as our top specialist in complex issues related to company law.
new specialist partners
Casper Herler leads our new Environment and Infrastructure practice group. He represents clients in a wide range of issues related to environmental law and infrastructure. Casper is regularly involved in assessing the environmental liabilities in transactions. Clients recognise him as the leading Finnish mining attorney.
Maria Carlsson specialises in mergers and acquisitions with particular emphasis in venture capital and intellectual property. Maria’s experience includes representing clients in private equity and venture capital matters, cross-border transactions, IP commercialisation, and information and communications technology agreements. She heads the firm’s Venture Capital practice.
Markus Kokko heads the Dispute Resolution and Insolvency team. He has wide experience in high-profile litigation related to banking and financial services, mergers and acquisitions, insolvency, employment, business secrets, harmonisation of EU legislation and damages related to authorities’ decisions. He also represents clients in white collar crimes and securities litigation. Samuli Simojoki advises on intellectual property rights, technology law and media issues, as well as on strategies related to intellectual property rights. He has wide experience in technology commercialisation and IPR transactions. Samuli also represents clients in assignments dealing with privacy and electronic communications networks. He heads our Media and Technology team.
Jari Gadd heads the firm’s Tampere office. He advises on intellectual property and dispute resolution issues. In addition, he has wide-ranging experience in intellectual property litigation. Jari also regularly represents clients in mergers and acquisitions, corporate law, commercial contracts, torts and insolvency matters. Lasse Laaksonen represents clients in both contentious and non-contentious intellectual property and technology law. He has wide experience in strategic contractual issues, litigation and transaction arrangements, such as outsourcing, procurement and licensing. Lasse also advises on issues related to the law of associations.
building strong alliances across borders
we are a great place to work, says survey Our firm received top rankings in the Universum Professionals survey, which was conducted by Universum Finland in October and November 2009. The survey investigated which companies are considered ideal employers by their professionals. Employee career goals and the drivers for employer attractiveness were also researched. We ranked number one among the legal professionals who participated in the survey. The firm received especially high scores among senior professionals (respondents with more than eight years of working experience). The top drivers of employer attractiveness were having a work/life balance, competitive salary, challenging work and a variety of assignments.
Keeping clients and Nordic colleagues informed of developments in the market environment is an important part our practical approach to providing legal services. This year we once again arranged several breakfast seminars on vital issues impacting businesses in our region. Additionally, we participated as a strategic partner in the Mergermarket Nordic M&A and Private Equity Forum held in Stockholm last May. The forum is described as the most important event for the mergers and acquisitions and private equity market in the Nordics. This year’s keynote speaker was BjÜrn Wahlroos, chairman of the board for Sampo and UPM-Kymmene. Our firm teamed up with Mergermarket as the exclusive Finnish law firm partner for the event. Over 200 delegates participated in discussions on the state of the deal market, including a panel discussion on a deal guide to Finland with partner Andreas Doepel and three other industry leaders.
active membership in the finnish bar association
commentators recognise our excellence
Risto Sipilä has been elected vice president of Finnish Bar Association for the 2010–2013 term. The association regulates our profession and supervises that members of the Bar adhere to the legal and ethical rules regulating the practice of the profession in Finland. Risto will continue his work for the firm while occupying the vice presidency. This important position of trust gives Risto a first-hand opportunity to take an active part in shaping vital issues facing today’s legal professionals. Additionally, Minna Saarelainen was chosen as the chairperson for the employment law expert committee. In this position, she will coordinate the drafting of executive opinions from the Finnish Bar Association with regards to any proposed legislative changes in the employment law sector.
Our firm was again this year awarded with several ACQ Country Awards. We were chosen as Law Firm of the Year for Finland in the following categories: Private Equity, Intellectual Property and Shipping and Maritime. The Global Law Experts has awarded us with the 2010 Finnish Competition Law Firm of the Year award. Additionally, we were chosen as Law Firm of the Year for Finland by the InterContinental Finance Magazine Global Awards for 2010. International Tax Review has ranked us a tier 1 transaction tax firm in Finland. This year we were also awarded the Finnish IP Firm of the Year as a result of a World IP Survey conducted by the respected Managing Intellectual Property publication. The survey provides a ranking of firms based on in-depth market research, along with peer and client reviews in 65 jurisdictions.
teaching employees what is allowed and what is not Understanding the legal lines where employees are unwittingly engaging in price fixing or other cartel activities is a critical part of business operations. Through Edita, a leading Nordic communications services provider, we offer companies an inexpensive and easy-to-follow question-and-answer test that teaches what activities are allowed and what activities break the law. The Electronic Compliance Programme includes the simple exam and a short video that walks employees through compliance issues and potential trouble spots. The programme takes about 45 minutes and is available in Finnish. You can find out more at http://www.edilexpro.fi/verkkokoulutus.
publication of timely tax guidebook The owners of a significant amount of companies in Finland are nearing retirement age and, as a result, important taxation issues have come to the forefront in situations where there is a change of generation. In response, attorneys Janne Juusela and Sami Tuominen wrote a book called Sukupolvenvaihdoksen verotus (Taxation in a Change of Generation) (WSOYpro 2010). It provides advice on the changeover process from a tax perspective and discusses tax planning opportunities. Both of the authors have wide experience in Finnish and international taxation.
adding fairness to it purchase contracts This year the firm published the IT2010-korjaussarja™, a publication that helps small- and medium-sized Finnish businesses modify the standard terms and conditions provided in the newly published IT2010. IT2010 is a publication of five industry associations. It serves as a standard guideline used during the sale and purchase of IT products and services. With the help of our IT2010-korjaussarja (translated as the “IT2010 Repair Kit”), the IT2010 standard terms and conditions are modified to reflect more reasonable contractual interests of the buyer without impacting the seller’s price. As such, the modifications in the repair kit present a fair and balanced alternative to the IT2010. The IT2010-korjaussarja is provided free-ofcharge in Finnish on our website.
acting green is more than empty words
stopping thieves in their tracks We became a member of the Coalition Against Piracy (CAPIP.EU) this year, a service network covering 29 different countries and consisting of 23 law firms in the European Union, Norway and Switzerland. We are the only Finnish member of the network. CAPIP fights against piracy and counterfeit goods by offering a standardised tool used throughout Europe by proprietors of brands, patents, models and copyrights. The network provides access to a centralised web service for identifying, following and destructing counterfeit goods.
The values outlined in our Social Responsibility Programme include that we act as a good corporate citizen, which is why we made it our goal to achieve the WWF’s Green Office certification last year. We have now taken significant steps forward in lowering our environmental impact. We introduced two-sided printing as a default setting in our computers, which has reduced our paper consumption significantly in 2010. As a part of the renewal of office accessories, we use calendars that have permanent covers: only the contents are changed. We have also stopped using dry-cell batteries and have switched to using rechargeable batteries in office appliances. In late 2010, we ordered a test batch of decomposing plastic folders that we plan to use in 2011 should their quality prove sufficient. During 2010, we awarded our personnel for cycling to work and for renouncing the use of personal printed statute books. Added together, these are concrete ways we are doing our part to use resources more efficiently.
using the law to help the baltic sea
Â
photography that touches the soul
We believe all memories are important, which is why this year our attorneys assisted photographer Niki Strbian to create a non-profit organisation called Wounded Angels. Photographers volunteer their time by offering free portrait photography to families with very ill children or prematurely born infants, and to families with small children where a parent or both parents have discovered they are critically ill. Photographs taken at these moments are true reminders of the love family members feel for each other. In practice, Wounded Angels is an umbrella organisation that connects photographers and families. Our attorneys prepared the starting documents for the association and also the contracts between the customer and Wounded Angels and between Wounded Angels and photographers.
The Baltic Sea is among the most polluted waterways in the world and finding a way to restore it to health is our common concern. Since its founding in 2008, we have assisted The Baltic Sea Action Group (BSAG) in its efforts to save the sea. This year we provided legal advice on administration of the monetary relief granted to the organisation, taxation questions concerning the foundation’s activities, interpretation of the Finnish Foundations Act, as well as advice on issues related to the legal representation of the foundation. Through our joint efforts with the BSAG, we have dedicated ourselves to the goal of a clean Baltic Sea.
creating lasting bonds with youngsters We continued our co-operation with Icehearts Ry this year by providing the non-profit organisation with a direct monetary contribution. This an important way we can show our support for a unique programme that reaches out to school-aged boys who are showing signs of trouble at home and in school. Working together in a sports team is just one part of the overall efforts. Icehearts professionals walk hand-in-hand with children all the way through the critical teenage years. We are proud of the work done by Icehearts in providing a caring environment that lets our future generations reach their full potential.
Turnover by Business Area
The turnover for 2010 increased slightly, totalling to more than 27 million euros. The biggest practice areas were IP & Technology and IP Litigation, which accounted for approximately 23 per cent of the firm’s turnover. Growth was fastest in the areas of IP & Technology/IP litigation and General Corporate.
t t t t t t t t t t t t t
IP & Technology, IP Litigation Transactions (incl. M&A and Capital Markets) General Corporate Litigation/Arbitration/Mediation Banking & Finance Tax Insolvency Labour Law Antitrust and Marketing Law Real Estate, Construction and Environment Fund Formation Others, incl.Shipping & Transportation Total
23 %
18 % 12 % 11 % 7% 5% 4% 4% 3% 3% 2% 8% 100 %
Assingments by Practice Areas t t t t t t t t t t t t t
IP & Technology, IP Litigation Labour Law General Corporate Transactions (incl. M&A and Capital Markets) Litigation/Arbitration/Mediation Tax Real Estate, Construction and Environment Banking & Finance Antitrust and Marketing Law Fund Formation Insolvency Others, incl.Shipping & Transportation Total
23 % 17 % 15 % 8% 6% 6% 4% 3% 3% 2% 2% 11 % 100 %
representative assignments As in past market cycles, we continued our role in assisting premiere private equity houses in their buying and selling arrangements. We were leading participants in the major auctions that took place in Finland and brought our expertise to some of the biggest deals in the market in terms of monetary value. One of the hallmarks of our firm is our practical approach to providing legal services. In this market environment, that meant discussing with clients various creative means to structure transactions. As the market stabilises, we continue to provide the strategic advice that ensures are clients are able to secure business opportunities as they arise.
t We advised the Bankruptcy Estate of Inion Oy in the sale of all of the business assets of Inion Oy to Naton Medical Finland Oy (an affiliate of Beijing Naton Technology Group Co., Ltd). t We represented CapMan and Langholm Capital in the sale of shares of Lumene Oy. t We represented Amanda Capital Plc in its exchange of shares with Amanda Capital Plc, eQ Asset Management Group and Advium Corporate Finance Ltd. The combined entity is a domestic player that specialises in private equity and alter-
native asset management, traditional asset management and corporate finance advisory. t We advised the CapMan funds and the minority shareholders of OneMed Group Oy in the sale of OneMed Group Oy (a leading medical supplies company in northern Europe) to 3i, an international private equity investor listed on the London Stock Exchange. t We advised OpenGate Capital in its acquisition of Kotka Mills from StoraEnso.
representative assignments The team’s work involves advising fund sponsors in fund formation, drafting the relevant agreements and evaluation of tax considerations. We also regularly assist institutional investors in their investments in both domestic and foreign funds. This year the relatively slow movement in fundraising continued. On the other hand, changes in the market have brought different assignments, such as restructuring the management of funds and secondary trans-
actions. The sluggish pace in this sector is attributable to the economic malaise and to legislative changes affecting the fund management industry. We are closely monitoring developments resulting from the EU Alternative Investment Fund Managers (AIFM) directive, which will create a new regulatory and supervisory framework. We are ready to assist our clients in interpreting the provisions well before any new regulations take hold.
t We advised Ahlström Capital in the establishment and fund documentation, as well as in the tax aspects, relating to AC Cleantech Growth Fund I Ky. t We advised Pohjola Private Equity Funds in connection with the formation of a EUR 200 million secondary fund and the acquisition of a secondary portfolio. t We advised CapMan in the formation of its first “project-specific hotel fund”, intended to be the first of many. t We represented Vicus Capital Advisors in relation to the formation of its second property fund investing in the Baltics. t We represented institutional investors in a transaction where the management of several funds was transferred to a new management company.
This year significant activity was present in relation to takeovers and, in this sector, foreign players were prevalent. We also provided detailed securities law advice to public company clients, their shareholders and boards of directors. Our assistance often related to the legal implications of a variety of actions, including takeover procedures, ownership restructuring processes, securities filings and disclosure issues.
The initial public offering market remained quiet in 2010, as potential listing candidates were hesitant to test the public appetite for new shares. Next year we expect more clarity in interpreting the provisions of the Securities Market Act, as the law is currently under revision. We are closely monitoring the process and are reporting to clients the final details once they are known.
Roughly two-thirds of our assignments this year involved the recirculation of so-called old money through restructuring or refinancing. But in the last quarter we saw signs that market activity for management buyouts, leveraged buyouts and other M&A transactions showed signs of improvement. The team regularly represents commercial banks, investment banks, borrowers and private equity funds in the financing of corporate and real estate transactions, ship financing, and debt restructuring. We also advise on bank regulatory issues. Our workload has direct links to developments in the greater economy. This year that meant assisting commercial lenders or borrowers in finding opportunities that allows businesses to continue or exit the
market. For borrowers, our intimate understanding of the law, coupled with our good connections to local banks, allows us to structure transactions so that they secure the best options possible.
representative assignments t We acted as Finnish law legal advisors to the Coordinating Committee (representing all major financial institutions that are lenders to Myllykoski Oyj) in the refinancing and restructuring process of Myllykoski Oyj. t We advised OneMed Group Oy in connection with the refinancing of OneMed Group Oy.
t We advised Nordea Bank Finland Plc in connection with a EUR 100 million secured multicurrency revolving facility for Talvivaara Mining Company Plc. t We represented Nordea Bank Finland Plc in connection with a EUR 60 million senior facility for a real estate fund managed by Suomen Hypoteekkiyhdistys/Suomen AsuntoHypoPankki Oy t We advised Eltel Group Oy, Eltel Networks Oy and Eltel Networks Pohjoinen Oy in connection with the restructuring of the Eltel group’s EUR 535 million senior facilities and EUR 75 million mezzanine facility.
representative assignments Our newly established Environment and Infrastructure practice group represent clients in contentious and non-contentious assignments involving environmental, land-use, energy, infrastructure, chemical and mining issues. We regularly review documents prior to their filing in order to help our clients avoid some of the pitfalls that might cause project delays. Some of our litigation work involves contesting licenses, permits or land-use plans that are denied by administrative authorities. Our work also involves significant amounts of government relations. We assist industrial companies and associations in safeguarding their interests on the legislative front. The team consists of Finland’s premiere mining expertise. We provide consultation on new projects and on-going representation for existing industrial operations.
t We successfully represented Talvivaara in a dispute regarding its environmental permit security. t We assisted the Regional Council of Etelä-Savo in defending the allocation of several new major retail units in the regional plan. t We assisted the Finnish Extractive Resources Industry (FinnMin) in governmental relations relating to significant reforms of mining, waste and tax legislation. t We assisted several large industrial companies on soil and groundwater liability issues. t We assisted an industrial client in a matter involving nature conservation values on the activity area.)
representative assignments
This year we once again represented real estate investors and companies wanting to buy or sell properties located in Finland. Our intimacy with local laws gives us the specialised competence to advise clients on the value of existing lease agreements and the peculiarities of owning commercial property in Finland, which is often held as a mutual real estate company. Our attorneys also assisted construction companies and their clients in both assignments related to con-
struction projects and litigation. We saw a continuing upward trend in construction disputes, which corresponds to the increased amount of building, as compared to the previous two years. The addition of skilled practitioners in environmental and infrastructure matters brings us vital expert capabilities. We see our ability to analyze environmental, zoning and land use issues as an important part of the assignments we represent.
t We advised ICECAPITAL Housing Fund II in the redevelopment of the Myllypuro shopping centre in Helsinki, carried-out in co-operation with Citycon and NCC Construction, including the acquisition of a residential building. t We advised Tamar Capital in the EUR 20,000,000 sale of two Finnish industrial properties to OP Henkivakuutus Oy. t We advised a Finnish city in the planning of the enlargement of a harbour. t We advised WH2005/Niam III East Holding (a joint venture of Niam and The Whitehall Street Funds / Goldman Sachs) in the sale of properties in Oulu and Pori. t We successfully represented Finavia in the Helsinki District Court in a matter regarding defects in the contractor’s performance in two large infrastructure projects.
For all companies, protecting the processes behind what they do goes to the very heart of their business operations. We are on the leading edge of providing services that safeguard the intangible assets and technologies that are vital to any enterprise. The Intellectual Property and Technology team comprises two practice groups: Media and Technology and Intellectual Property Litigation. We are recognised leaders in the field of IP and technology and have over the years built a reputation not only as knowledgeable specialist lawyers but also as experts with the capability to offer true experience and creative solutions that work in the real world.
MEDIA & TECHNOLOGY We saw a significant amount of transactions in the media sector this year and a burst of exciting new business models in several fields of business. Our assignments included assisting firms in their investments in both new and established companies and exits, technology transfers, licensing arrangements and procurement projects. We also represented a signifi-
cant number of foreign companies in technology-related transactions or other deals with domestic firms. Clients from China are increasingly looking to establish joint ventures or buy technology, companies and production lines. Our team was strengthened by a Chinese-trained lawyer who provides us an in-house capability to assist our clients in native Mandarin.
t
t
representative assignments t
t
t
We advised the City of Tampere in the sale of its public utility, Tampere Information Technology Center (TIO), to Fujitsu Service Oy and TeliaSonera Finland Oyj. We advised a coalition of Finnish broadcasters and content rights holders in a case against TVKaista, a company offering centralised on demand TV channel recording services. We advised Pernod Ricard, the world’s co leader in wine and spirits, in relation to their intellectual property, marketing and regulatory matters in Finland.
t
Borenius Group successfully represented one of the world’s largest global newspapers, Metro International SA in simultaneous trademark cancellation actions in the Baltic countries We advised Aller Media Oy on IP rights acquisition arrangements. Aller Media is the Finnish branch of the leading publisher of entertainment and TV magazines in the Nordics. We also assisted Aller Media Oy’s subsidiary Suomi24 Oy, the biggest social media in Finland. We assisted Suomi24 in a variety of ICT related agreements and in legal issues related to the launch of new services. We represented a number of Finnish and Nordic media and technology companies, such as Northern Alliance Oy, Aldata Solution Oy, AinaCom Oy, Canatu Oy, WOT Services and Conmio Oy, in various legal matters, including license agreements, project agreements and investment rounds.
IP LITIGATION Our IP Litigation team saw significant growth again this year. Pharmaceutical patent litigation was exceptionally active, followed by traditional patent litigation cases in other fields of industry. We were also active in representing our clients in dispute resolution relating to other intellectual property rights, technology and IT supply agreements. We also saw an increase in the number of IT disputes in 2010. A noteworthy steadily growing trend in our practice is our involvement in arbitration cases in both domestic and international proceedings related to contracts, licensing arrangements and technology in the fields of life sciences, information technology and the manufacturing of electronics. We also had a number of trademark cases and represented companies in the food industry and in cases held before the Market Court of Finland dealing with unfair business practice disputes.
representative assignments t We successfully represented a pharmaceutical company KRKA in a patent litigation case against Merck & Co, Inc. before the district court of Helsinki. District court accepted KRKA’s non-infringement declaratory action and rejected Merck’s infringement action. t We successfully represented ratiopharm in an extensive patent litigation case concerning Eli Lilly’s blockbuster drug Zyprexa. The Helsinki District Court accepted ratiopharm’s declatory action and rejected Eli Lilly’s infringement action in May 2010. t We successfully represented Finnish steel and concrete connections manufacturer Anstar Oy in patent infringement action against a Finnish competitor.
t We represented successfully VitaeLab AS before the Market Court in an unfair business practice and slavish imitation case by defending their wellknown brand VITAEPRO against a Finnish distributor of nutritional supplements. t We successfully represented our client Actavis in a patent litigation case relating to active ingredient Valsartan where Novartis AG sought preliminary injunction against our client at the Court of Appeal. t We successfully represented the U.S.-based multinational agricultural biotechnology corporation Monsanto Technology LLC in Finland together with other Borenius Group offices in respective Baltic countries in customs surveillance actions concerning a shipment of suspected counterfeit pesticides entering the Baltic Sea.
EMPLOYMENT & LABOUR
representative assignments We have the largest dispute resolution practice in Finland and, as such, have the resources and capability to represent clients in their extensive and most high-profile cases. This year we provided representation in a number of extensive construction disputes and sensitive employment matters. Litigation related to various commercial agreements and supply agreements were also noteworthy, as well as disputes in relation to mergers and acquisitions. Our expertise in shipping and transport allowed us to handle a number of complex cases in this specialised field. Each year we set a high standard of quality and excellence while also remaining approachable to the people who entrust us with their most sensitive legal matters. For all our assignments, we aim to simplify the legal question and find a pragmatic solution.
t We represented a Finnish public entity in extensive litigation concerning a contractor’s liability related to defects in asphalt during a guarantee period. t We represented the State of Finland in an indemnification dispute regarding the Finnish Ministry of Environment’s decision on type approval. t We represented a major Russian fur auction organiser in a dispute against a Finnish freight forwarder and bonded concerning applicability of general terms. t We represented a Finnish publicly listed leasing company against a leading global clothing retailer in multimillion arbitration regarding damages based on a lease agreement. t We represented a leading UK provider of waste management solutions in a dispute in ICC arbitration regarding the purchase of an industrial plant.
We saw a significant amount of assignments this year related to company redundancy and co-operation procedures. Some companies used the static market environment to their benefit in order to restructure employee benefit schemes. Our team was involved in significant litigation regarding pension benefits during instances where management retire early. We were also involved in transactional assignments where companies are sold or new companies establish a presence in Finland. Representing clients in arbitration disputes is also an important part of our work.
representative assignments t We represented Iittala Group Oy Ab in various employment law matters and in two disputes dealing with employee termination. t We represented Reebok Finland Oy in various employment law matters and in a litigation case concerning discrimination. t We represented the City of Järvenpää in litigation concerning the termination of an office. t We represented City of Orivesi in litigation concerning the change of official duties of a certain official.
SHIPPING, TRANSPORTATION AND INSURANCY We regularly advise on high-profile cases dealing with insurance, cargo underwriting and casualty matters and this year was no exception. Our dedicated team of specialists continued their role in offering complete maritime and transport services. One of our core services is handling all types of claims for our insurer clients. But more than just shipping, this year once again we represented client needs in the entire logistics chain, including road transport and aviation. In addition to our strength in litigation, we regularly bring our expertise to a wide-range of transactional assignments to make sure clients are fully protected in all their transport needs.
representative assignments t We represented the shipowners when a vessel grounded in Finland. t We represented the cargo underwriters in loss of valuable cargo during transport to Russia. t We represented the interest of a charterer in disputes relating to the actions taken by Finnish unions. t We have successfully represented various shipowners reclaiming fairway dues. t We represented cargo underwriter in court cases relating to damage of cargo during sea transport.
ASSOCIATIONS & FOUNDATIONS the Associations & Foundations team assists Finnish associations and foundations in all of their legal needs. In 2010, the team saw a significant increase in their workload as a result of representation in a number of new high-profile cases. The team members were also active in legislative initiatives and provided expert advice to the Ministry of Justice in relation to the law of associations.
representative assignments t 8F BEWJTFE UIF 6OJPO PG 1SPGFTTJPOBM &OHJOFFST JO Finland in pending disputes including a litigation over membership fees involving a substantial monetary interest (appeal pending). t 8F BEWJTFE WBSJPVT FOUJUJFT MJOLFE UP UIF FDPOPNics students in relation to several cases arising from the merger of several Finnish Universities, including widely covered disputes. t 8F BEWJTFE B OVNCFS PG OBUJPOBMMZ PQFSBUJOH BTTPDJations and foundations in mergers of their operations and assets. t 8F BEWJTFE B OVNCFS PG MBSHF 'JOOJTI BTTPDJBUJPOT and foundations in respect of operational changes necessitated by the Political Parties Act and in respect of issues relating to alleged prohibited election financing. t 8F BTTJTUFE UIF $PVODJM PG 'JOOJTI 'PVOEBUJPOT JO drafting the code of foundation governance.
This year our attorneys lobbied the Finnish government to adopt a new postal law that would lower the barriers for entry. This work for a client is part of our pioneering role in meeting directly with key political decision-makers to foster an environment that encourages increased competition. Finland is on the verge of implementing a new Competition Act that will impact several issues. One area to change concerns those instances where parties wish to merge. The traditional test is whether the transaction will strengthen or create a dominate position. The new test looks to whether the deal will result in a significant lessening of competition. Additionally, under existing cartel regulations, leniency is granted only to the first whistle blower. But the new law means that subsequent applicants may be granted a reduction in fines. We draw inspiration from the challenging mandates we receive each year, and outside commentators have taken notice. In 2010, we were voted the best antitrust practice in Finland by both Chambers Europe and Legal500.
representative assignments t We recently received an assignment from the YLE Administrative Council in organising the open consultation and assessing the overall impact of the Finnish Public Broadcaster’s new services pursuant to the EU state aid rules. The assignment is the first of its kind in Finland. More information, including the full B&K report and all stakeholders’ views, is available at www.avoinyle.fi. t We represented the national television companies before the Finnish Supreme Administrative Court in a matter where the television companies challenged the decision given by the Finnish Communications Regulatory Authority on the
pricing of digital television transmission company Digita Oy’s broadcasting services. t We advised an agricultural producer in connection to the FCA’s investigation on alleged abuse of a dominant position. t We advised a construction material producer in connection to the FCA’s investigation on alleged abuse of a dominant position. t We advised the Social Insurance Institution of Finland in two public procurement matters regarding rehabilitation services before the Supreme Administrative Court.
Our tax professionals provided advice on a variety of complex transactions and financing techniques this year. We were also asked to give thoughtful representation on taxation issues for private individuals and daily advice for corporate clients, alike. Assignments included providing counsel on management incentive systems, transfer pricing of multinationals and taxation issues in the wake of reorganisations of group structures. The successful co-operation continues with the Taxand alliance of global leading tax advisors. Through the network, we receive the latest information on taxation techniques in other jurisdictions and have access to trusted local partners. Rankings by outside commentators put us at the head of our field. Among other outside recognitions, we ranked in the top tier for our tax practice by Chambers Europe.
representative assignments t We advised CapMan and Langholm Capital in the sale of shares of Lumene Oy. t We advised OpenGate Capital in its acquisition of Kotka Mills from StoraEnso. t We assisted the Finnish management of Ambea Group with tax issues in connection with an ownership restructuring.
This year will likely go down in history as a period of new strategies that allowed companies operating in Estonia to adjust to the worldwide financial crisis. Lawyers for Luiga Mody Hääl Borenius used this period to provide the creative solutions that allowed companies to move past the recession. Many of our assignments had cross-border components, showing that foreign investor interest in the Estonian market remains strong. Domestic companies are also actively looking across country borders for business opportunities that will bring strategic growth over the long-term. One noteworthy trend is the increase in companies involved in the renewable energy sector. We see this as a market that has significant growth potential for the entire Baltic region.
representative assignments
t We advised a syndicate of banks that included Nordea Bank, HSH Nordbank AG and DVB Bank S.E on restructuring of loans granted to Tallink Group entities (the largest ferry operator in the Baltic Sea).
Banking & Finance t We advised media company Ekspress Group on a secondary public offering of the company’s shares on NASDAQ OMX in Tallinn. We prepared the offering, listing prospectus and other documentation. t We represented Estonian-based LHV Pank on its purchasing the business of the Finnish consumer credit firm Luottotalo Fenno. As a result of the transaction, LHV entered into Finnish banking market and offers loan services to Finnish clients. We advised LHV on the transaction structure, including the buyout of Fenno bonds, and drafted transaction documents.
M&A t We advised private equity investor BaltCap in its acquisition of 100 per cent of the shares in Air Maintenance Estonia, which was owned by Scandinavian Airlines. We carried out due diligence of the target company, drafted and negotiated transaction documents, and obtained merger clearance from the Estonian Competition Authority. t We advised Alexela, the owner of the largest number of petrol stations in Estonia, on the sale of its Lithuanian petrol station network to NASDAQ OMX Helsinki-listed Neste Oil.
t We advised Fertilitas, the largest private hospital and provider of healthcare services in Estonia, on the disposal of its minority shareholding in Nova Vita Clinic. We assisted the seller in negotiating and closing the deal.
t We assisted a global diversified technology and industrial leader Johnson Controls in restructuring its Estonian activities. t We advised ALSO, a company involved in the wholesale and logistics sector for information technology and consumer electronics, in corporate governance matters and review of various agreements.
Corporate & Employment Law t We provide on-going advice on employment and corporate governance matters to the oil products trader Mazeikiu Nafta Trading House, health-care company Abbott, Helsinki-listed Outotec, a leading global provider of process solutions, technologies and services for the mining and metallurgical industries, and Buchen, a cleaner of large industrial plants.
Public Law t We advised Nord Pool Spot in set-up structuring in connection with the opening of the Estonian energy market. t We provided tax advisory to Swedbank, SEB Bank, Nordea Bank Estonia, Danske Bank A/S Estonia Branch and DnB NORD Bank in connection with taxation issues in an ATM outsourcing project.
t We represented Estonian Oil Union in connection with fuel-market, tax-related abuse, including drafting new legislation and representing major fuel wholesale, retail and terminal operators with regards to tax litigation and other matters.
Real Estate & Construction t We advised Tallinn TV Tower Foundation and Estonia’s largest TV and radio broadcast network operator Levira on a renovation project of the historical Tallinn TV Tower. We advised the client on all public procurement stages, drafted and negotiated engineering, construction and supervision contracts, and advised the client on issues related to EU aid.
t We provided due diligence of the Estonian land portfolio and operations of Trigon Agri A/S in connection with listing on the Stockholm Stock Exchange. t We advised Nelja Energia, a renewable energy operator, on the development and construction of multiple renewable energy projects in the Baltic area. We carried out analysis of the projects, drafted relevant legislative proposals, negotiated with government organisations, and prepared permit applications.
Dispute Resolution t We advised Tallinna Kßte, part of the international energy concern Dalkia International, in a dispute regarding access to essential facilities. t We represent the Estonian Ministry of Justice in a dispute regarding VEB Fund (founded by the Bank of Estonia in Russian banks) and against claims filed by Estonian enterprises whose accounts were frozen by Russian banks in 1992.
t We represent the Estonian subsidiary of Swedish waste management company Ragn-Sells in disputes regarding public procurement procedures and tenders for granting exclusive rights in waste management for local governments in Estonia. t We advised the Association of International Pharmaceutical Manufacturers in Estonia on preparing proposals and amendments to legislation regulating the prices of medicine and rights of pharmaceutical producers in calculating competitive pricing.
Energy Law IP & Technology t We advised the founders of the International Arvo Pärt Center, which is promoting and archiving the music and compositional work of Grammy-award winning Estonian composer Arvo Pärt, on copyright and IPR matters associated with the establishment and activities of the centre. t We advised a renewable energy operator on the conclusion of a research and development agreement with the Tallinn University of Technology. t We represented Original Buff, a Spanish firm producing, promoting and distributing head-gear, on trademark infringement cases.
t We advised Sumitomo Mitsui Banking Corporation on purchases of carbon-dioxide emission reduction units from the state. t We advised the international energy concern Dalkia International, which is the largest operator of the district heating networks and heat producer in Europe, on the sale of Tallinna Elektrijaam. t We advised on disputes with the main grid operator Elering and distribution network operator Eesti Energia Jaotusvõrk regarding payment of subsidies to renewable energy producers (mainly wind parks).
Competition Law t We assisted Fazer Eesti, a leading confectioner, and Rimi/ICA, a significant player in the retail market, in competition law matters. t We advised Swedbank, SEB Bank, Nordea Bank Estonia, Danske Bank A/S Estonia Branch and DnB NORD Bank on a co-operation project meant to evaluate the feasibility of establishing a common ATM network in the Baltics.
This was a year that saw the firm move forward following the unheralded downturn in the global financial markets. We saw a significant amount of work for our dispute resolution team, which is typical in markets cycles with heightened turbulence. Lawyers in the employment and labour practice group also handled a number of mandates involving dismissals, collective redundancies and reductions of salary. However, the nature of our assignments changed in the second part of 2010. The mergers and acquisitions market became active again. While longterm predictions in this environment are difficult, the early forecast for 2011 looks cautiously positive. Members of the banking and finance team provided commentary on the drafting of new insolvency law for Latvia. The law was initiated in order to improve the current insolvency proceedings, which was one of the conditions to receiving financial assistance in an agreement between Latvia, the International Monetary fund and other international donors.
representative assignments
Litigation t We represented Aizkraukles Banka AS in a matter against the State Revenue Service dealing with the obligation of banks to submit client information. Before the present case, it was not clearly established whether information requests from the State Revenue Service might be subjected to court control. The Supreme Court of Latvia established that information requests are administrative acts that might be appealed in court. t We successfully represented SIA “LKB Līzings” in a labour dispute case in the European Union Court in Luxembourg that was directed by the Latvian Supreme Court. This case is remarkable because it is the first civil procedural case directed for a preliminary ruling by Latvian courts and the first oral hearing for a Latvian case in the EU court with participation of lawyers from Latvia.
t We represented the Latvian Banking Association in the Constitutional Court of Latvia by defending the legality of the forced sale of a mortgage mechanism disputed by a number of private individuals. The Constitutional Court ruled that the forced sale was legal and valid provided that the debtor was duly notified beforehand. This corresponds with the current practice of banks.
Transactions t We provided representation in the acquisition of Solvay Pharmaceuticals by Abbott with regards to Latvian law matters, including M&A, employment, data protection and pharmacy. Our lawyers also assisted in the completion of the company’s integration process in Latvia. t We provided representation in the acquisition of 50 per cent of the shares of Kvadra Pak by Van Genechten Packaging N.V.
t We assisted BTA AAS (Insurance), the largest insurance company in Latvia, in a cross-border merger with its Lithuanian and Estonian subsidiaries. We also arranged transformation of BTA Insurance into a European Company Societas Europaea (SE) by merger with its Estonian subsidiary, thus registering the first Societas Europaea (SE) in Latvia.
IP t We successfully represented one of our clients before the OHIM in an opposition procedure. t We represented Metro International S.A. in litigation that resulted in the cancellation in Latvia of international trademark registration with regards to a fixed class. t We provided continuous representation of a number of generic pharmaceutical companies in patent disputes.
Competition law t We provided legal advice to Nasdaq OMX Riga concerning alleged abuse of a dominant position in connection with exchange fees. t We represented Nielsen AC before the Latvian Competition Council regarding the data collection services provided by Nielsen AC in Latvia. t We advised Contaq Latvian Cable Holding I S.a.r.l. in the Competition Council when the merger of Baltkom, IZZI and SIA “EST Risinājumi” was allowed.
Banking & Finance t We represented the European Investment Fund in setting up a fund in Latvia within the framework of the European Structural Fund`s co-financed JEREMIE initiative, the objective of which is to providing funding to small- and mediumsized enterprises. The fund is managed by Baltcap
Latvia fund managers. We also assisted BaltCap in their first investment within the framework of JEREMIE into SIA Primekss Group, which uses a unique patented technology for construction of industrial concrete floors. We provided transaction structuring, legal due diligence, negotiation and other legal advice with regards to transaction-related issues. t We provided continuous assistance to Darby Private Equity Fund, one of the leading private equity companies in the emerging markets, in relation to its investments into one of the largest Latvian dairy companies. t We represented American Express Limited in negotiation and document drafting within the transformation process of a government-supported credit institution in Latvia.
This was an important year that saw the merger of Foigt & Partners / REGIJA BORENIUS and Ĺ virinas, Mackonis & Partners LAWWAY. Our new firm name is BORENIUS / Ĺ virinas & Partners. We are now one of the most comprehensive law firms serving the Lithuanian market. Our merger was a response to meet the dynamic needs of our clients. It is our belief that the basis for excellence is the ability to provide a full-range of services that covers client needs in both contentious and non-contentious work. Our commitment to the Borenius Group is assurance that we will deliver the highest quality integrated legal solutions in Lithuania, Latvia, Estonia and Finland.
This year the market for legal service in Lithuania saw a trend of continuing stabilisation. The amount of bankruptcy, litigation and other dispute resolution mandates declined after peaking a year ago, which is a sign that businesses are entering a recovery period. Also interesting are assignments related to intellectual property in the face of important changes taking place in the media and broadcast industries. Our firm is on the forefront of fundamental evolutions affecting the Lithuanian business landscape. We remain dedicated to partnering with our clients to help them meet their strategic objectives over the long haul.
representative assignments
Corporate Law t We represented one of the leading retail trade companies in Lithuania in the process of crossborder acquisition of shares. The shares were acquired from one of the leading retail trade companies in Latvia. Also, we represented the same client on co-ordination of the shares purchase process and preparation of necessary documents. t We represented the Estonian company Alexela Oil AS in the sale of its subsidiary UAB Alexela Oil to Neste Oil Corporation.
Dispute Resolution t We represented one of the most popular news portals in Lithuania in a dispute with broadcasters regarding the re-showing of certain television shows.
Competition Law t We represented one of the leading retail trade companies in Lithuania against the Competition Council in a case of alleged prohibited vertical agreement on the resale price fixing for DVD films.
t We represented a pharmaceutical company in the Competition Council in a case of vertical agreements between producers and wholesalers of pharmaceuticals on possible price fixing and market sharing. The case concerns application of both Article 5 of the Law on Competition of Lithuania and Article 101 of the Treaty on EU Functioning. t Lawyers prepared distribution agreements of pharmaceutical products and consulted a major pharmaceutical company on competition law issues in Lithuania.
Insurance Law t We represented one of the biggest insurance companies in Lithuania on the possible acquisition of the business assets of another insurance company. t We represented a client in negotiations concerning insurance conditions with one of the world’s largest credit insurance companies.
IP
Debt Recovery t We represented one of the largest German companies acting in the area of industrial chemistry concerning debt recovery of LTL 500,000 from a company registered in Lithuania. t We represented one of the leading Lithuanian companies in the wholesale and logistics sector for information technology and consumer electronics in matters related to the restructuring of LTL 2,000,000 of its debt.
t Our lawyers, together with other Borenius Group offices, worked on the Streetview project. We assisted an American multinational public corporation acting in Internet search and advertising technologies that wanted to create a virtual map with photos of streets in Lithuania. We provided legal advice on personal data protection, IP issues and online maps administration. t We provided legal consulting for the biggest cinema motion pictures exhibitor in Lithuania on the protection of the copyright, including an exclusive distribution right to show the motion pictures
of world-known companies Universal Pictures International, Paramount Pictures International, Walt Disney Studios Motion Pictures International and 20th Century Fox. t We represented one of the largest drink producers in a case of invalidation of trademark registration and trademark recognition of widely known.
Shipping & Transportation
Real Estate & Construction t We represented one of the leading retail trade companies in Lithuania in a package deal regarding the lease of retail premises for the trade of food and concomitant goods.
t We represented a Switzerland-based transport and logistics operator in a case of carriage of goods by sea where an important issue was the detention of cargo. t We represented the same client in court in a dispute against a company providing sea transport services for the compensation of transport fees. t We represented the same client in court in another dispute against an insurance company concerning the compensation of damage for lost cargo.
Public Procurement t We provided legal consultation to a Belgium company that is a leader in the global dredging market on complex public procurement procedures so that it can win a contract to perform construction.
Helsinki Borenius & Kemppinen Yrjönkatu 13 a fi-00120 Helsinki, Finland Tel. +358 9 615 333 Fax +358 9 6153 3499 Email info@borenius.com www.borenius.com
Espoo Borenius & Kemppinen Innopoli 2, Tekniikantie 14 fi-02150 Espoo, Finland Tel. +358 9 615 333 Fax +358 9 6153 3499 Email info@borenius.com www.borenius.com
Tampere Borenius & Kemppinen Keskustori 1 fi-33100 Tampere, Finland Tel. +358 3 214 91111 Fax +358 3 222 6002 Email info@borenius.com www.borenius.com
Tallinn Luiga Mody Hääl Borenius Pärnu mnt 15, Kawe Plaza ee-10141 Tallinn, Estonia Tel. +372 6651 888 Fax +372 6651 899 Email lmh@lmh.ee www.lmh.ee
Riga Liepa, Skopina/Borenius Lacplesa str. 20a lv-1011 Riga, Latvia Tel +371 6 7201 801 Fax +371 6 7201 801 Email advokati@borenius.lv www.borenius.lv
Vilnius BORENIUS / Švirinas & Partners J. Jasinskio str 16 a, 8th floor lt-01112 Vilnius, Lithuania Tel. +370 5 264 9555 Fax +370 5 260 8327 Email borenius@borenius.lt www.borenius.lt
Together forming Borenius Group
Attorneys at law | Finland t Estonia t Latvia t Lithuania | www.boreniusgroup.com Borenius Group consists of law firms Borenius & Kemppinen in Finland, Luiga Mody Hääl Borenius in Estonia, Liepa Skopina/ Borenius in Latvia and BORENIUS / Švirinas & Partners in Lithuania. The member firms of Borenius Group are independent and separate legal entities practicing advocacy for their own account and following their respective local Bar rules.