TARK Legal

Category: News

  • TARK Advised Qualitista

    2019

    Law office TARK counselled Qualitista OÜ and its founders on a new financing round. Qualitista is a rapidly growing customer service software development start-up company that is based in Estonia but has clients all over the world.

    Due to efforts of Qualitista and TARK, Qualitista now has prominent Finnish fund as a foreign investor and local Estonian investors that are financing the company and acquired a shareholding in the company. In order to facilitate this financing round, TARK created a bespoke regulation with mix of Finnish and Estonian law to regulate the relationship between Finnish investors from one side and the company and local investors from the other side.

    TARK team also drafted all the transaction documents, such as investment and share option agreements, articles of association, corporate resolutions, and assisted with negotiations. TARK team advising Qualitista was led by partner Hannes Küün and included partners Marit Savi and Tanel Küün.

  • TARK Advised Outfunnel

    2019

    Outfunnel OÜ and its founders were advised by law office TARK on a new financing round. Outfunnel is an Estonian based marketing automation software development start-up company with vast growth and potential that has clients in every corner of the world.

    This in return attracts investors from far and near, Outfunnel gained a foreign investor in the person of a German fund and many local investors who acquired a shareholding in the company by means of financing.

    TARK team drafted and negotiated the transaction documents, such as investment and share option agreements, and other documents. TARK team was led by partners Hannes Küün and Marit Savi.

  • TARK Advised Prima Networks Limited

    2019

    Law Office TARK advised the sale process of Derivco Estonia from Uniondale Limited to Prima Networks Limited. Derivco Estonia is a company that provides online gaming and gambling (poker, casino, bingo, board games etc) solutions including development, testing, control, creating of ideas, design, security and security services, maintenance etc.

    Prima Networks, incorporated in Malta, is an industry-leading online gaming software and services company that licenses software and provides services to operators across regulated online gaming markets. This means that the company is satisfied only with premium legal services. Online gaming and gambling are closely related to IT law and many of the same issues need to be solved. In this transaction TARK was able to give Prima Networks advice based on our knowledge and ability to adapt to developing fields of law.

    TARK team was led by partners Hannes Küün and Marit Savi.

  • TARK advised Nordic Aviation Group (Nordica) (the parent company of Estonian national flag carrier Nordica being the largest air operator to/from Estonia) in additional aircraft purchase and financing transaction

    2018

    TARK advised Nordic Aviation Group (Nordica) (the parent company of Estonian national flag carrier Nordica being the largest air operator to/from Estonia) in additional aircraft purchase and financing transaction whereby Nordica leased a CRJ900 Bombardier aircraft from Trident Turboprop and on the further sublease of the aircraft to its flight operation company Regional Jet. Our assistance included drafting of aircraft lease and sub-lease agreements, providing of tax advice and assisting on closing issues.

    TARK team includes partners Hannes Küün, Allar Aru and Marit Savi.

  • TARK advised Fuchs Petrolub SE (the world’s largest independent manufacturer of lubricants)

    2018

    TARK advised Fuchs Petrolub SE´s (the world’s largest independent manufacturer of lubricants, listed on Frankfurt Stock Exchange) Estonian subsidiary in implementing the group´s data protection policies and GDPR model documentation and in bringing these in line with the specific requirements of Estonian laws.

    TARK team was consisting of partners Marit Savi and Allar Aru.

  • TARK advised Nordica and its’ flight operations company Regional Jet on the issue of 10 MEUR bonds of Transpordi Varahaldus OÜ

    2019

    TARK advised Nordica and its’ flight operations company Regional Jet on the issue of 10 MEUR bonds of Transpordi Varahaldus OÜ which were subscribed in equal parts by Estonian LHV Pank AS and LHV’s pension funds. The funds received by the bond issue were used by Nordica to purchase a new Bombardier CRJ900 aircraft, which will be operated by its flight operations company Regional Jet.

    TARK´s experts involved in the project were partners Hannes Küün and Allar Aru.

  • TARK advised Austrian owned VAKLAK group company in the squeeze-out process of minority shareholders

    2018

    TARK advised FRIESTEIN OÜ (holding company of the Austrian based majority shareholder of VAKLAK group, which is the biggest agricultural companies group in Estonia) in the long and complicated process of squeeze-out of minority shareholders of one group company. We advised the client in planning of the process (including valuation of the minority shares), transformation of the initial private limited company into public limited company to enable the squeeze out process and drafting of all transaction documents and closing of the deal.

    Project was led by partners Allar Aru and Marit Savi.

  • TARK Advised the Reorganisation of Management Board of Olympic Entertainment Group

    2018

    Olympic Entertainment Group (OEG) made changes to the management board by appointing Corey Plummer as member of the management board and chief executive officer and Omer Efraim as chief technology officer. Previous chief executive officer Madis Jääger stepped down from the management board but shall continue as senior advisor to OEG.

    Corey Plummer has more than 20 years of international gaming experience, he has been in the roles of Founder and President of North Sea Gaming, a sector-focused independent advisory firm, and as a senior executive at Holland Casino, Caesars Entertainment Group, Rush Street Gaming and Aristocrat Technologies.

    Omer Efraim has more than 15 years of software development experience much of which in gaming technologies. Mr Efraim’s previous roles include Chief Technology Officer of Skywind Group, an online games content and services provider, and running the casino live games division at Playtech, one of the world’s largest online gaming software providers. Due to the changes, management board member and chief operations officer, Meelis Pielberg’s, role is expanded to include direct oversight of OEG local country operations and business development.

    TARK team advised OEG on the planning and implementing of the management board reorganisation strategy, drafting of corporate resolutions and contracts. TARK team advising OEG included Aare Tark, Allar Aru, Tauno Tark, Marit Savi and Tanel Küün.

  • Obligation to disclose beneficial owners

    2018

    On 1 September 2018, the duty to retain and gather data on the beneficial owners of private legal entities entered into force. The obligation originates from chapter 9 of the Money Laundering and Terrorist Financing Prevention Act.

    The following legal persons have the obligation to determine the beneficial owners: private limited company, public limited company, general partnership, limited partnership, commercial association, foundation, non-profit association and European company and European Economic Interest Grouping.

    Who is a beneficial owner?

    Beneficial owner is a natural person who, directly or indirectly owns the company or in another manner exercises control over it. Specific criteria for determining the beneficial owners in case of different types of legal entities and in different shareholding structures are provided by the law.

    Which data of the actual beneficiary must be submitted to the Estonian Commercial Registry?

    The following information about the ultimate beneficial owners must be submitted to the Estonian Commercial Registry:

    • the person`s name, personal ID code and country of the identification code or the date and place of birth and the country of residence if there is no ID code; and
    • information how the person exercises control.

    When must the data be submitted?

    The data must be submitted within 60 days of 1 September 2018, i.e. by 1 November 2018.

    The pre-filled data of the beneficial owners can be updated and confirmed (e.g. the manners in which control is exercised can be added) and/or beneficial owners can be entered and added in the e-business register.

    In the next stage, the company will confirm that the data about the beneficial owners is correct when submitting their annual report.

    Legal entity to be established must submit the data of the beneficial owner with the application for entry in the Commercial Registry.

    Representatives of the companies who do not have access to e-business register are able to submit the information to Commercial Registry via notarized application including the list of the beneficial owners and the information how the person exercises control.

    Sanctions

    Failure to submit the data of the beneficial owner or to inform about changes in the data or submitting of false data is punishable by a fine of up to 1,200 EUR in case of a natural person and up to 32,000 EUR in case of a legal entity. The sanctions can be imposed as of 1 January 2019, when the respective provisions will enter into force.