Latest Assignments

We advised on the merger between Max 123 AS and Võrguvara OÜ, as a result of which the largest company in Estonia was created which was offering IT infrastructure solutions for business customers based on domestic capital.  Our advisory role normally included preparing companies for the merger process, drafting and negotiating merger agreements and other documents, and conducting merger checks and controls with the Competition Authority.

The legal firm, TRINITI, successfully represented the Estonian Performers Union in the Supreme Court during a precedent dispute which concerned the application of the Copyright Act. Read moreOn 27 November 2019, the entire composition of the Civil Chamber of the Supreme Court reached a groundbreaking decision in terms of clarifying the conditions under which the exception provided for in the Copyright Act extends to hobby schools, which allows phonograms to be used in the study process without any payment being made to performers and phonogram producers. The Supreme Court took the position that a registered hobby school may rely on the exception that has been provided for in the Copyright Act, which allows the use of phonograms in the study process without paying a remuneration to the performers and producers of phonograms. However, the claimant must comply with all of the requirements of copyright law, and the use of phonograms must not be in conflict with normal use, and should not unreasonably prejudice the legitimate interests of rights holders. The Supreme Court upheld the appeal by the Estonian Performers Union, annulled the decision by the Tallinn Circuit Court, and sent it to the circuit court for reconsideration, primarily because the lower courts have not correctly established whether the use of phonograms in club training meets all the conditions for the application of the exception that has been provided by the Copyright Act.

TRINITI represents the lessor in a large-scale dispute with Rein Kilk, one in which the bank requires Kilk to fulfil a surety agreement. Kilk is trying to rid itself of the obligation by lodging an objection to limitation. Read moreThe Tallinn Circuit Court rejected Rein Kilgi’s application for limitation and agreed with TRINITI’s view that, in the event of the termination of the lease contract, the lessor first needs a reasonable time in which to determine the actual condition and value of the property being returned, and the three-year limitation period for the claim should not begin to run until that reasonable period has elapsed. In summary, the circuit court held that the starting point of the limitation period for the lessor’s claim must be determined on the basis of the following formula: the date of the cancellation of the contract + the time required for the lessor to determine the value (price difference) + the reasonable amount of time required for the lessee to provide compensation for the price difference. Rein Kilk has filed an appeal in cassation with the Supreme Court.

We advised the largest non-hospital, general and specialist healthcare company in Estonia, Medicum Group, on their restructuring process. As part of the advisory task, we helped to develop and implement a restructuring plan which included the terms of the division.

The TRINITI dispute team advised the Estonian Myeloma Association in its confrontation with PERH regarding the establishment of the Myeloma Centre, and prepared a thorough opinion for the Myeloma Association on how PERH has unreasonably delayed the establishment of the centre.

We successfully represented a minority shareholder in a request for information (§ 166 of the CC).  The Tallinn Circuit Court recognised the right of a minority shareholder to inspect all of the documents of a private limited company, retroactively, starting from the point at which the company was established. Read moreThe court explained that the Commercial Code does not impose a volume restriction on the right of access, which means that a shareholder also has the right to inspect all bank account statements and accounting documents. The court also agreed with us that the shareholder does not separately have to justify a request for inspection (this right is automatically granted to that person through legal acts), and inspection can also be arranged through a solicitor. Neither can a private limited company refuse to comply with a request for information on the grounds that, due to the large volume of the shareholder’s request, it is essentially a special inspection.

We represented a minority shareholder in a so-called smelting dispute, where the court agreed with our argument that, in the case of a decision being made to increase share capital, the company must prove that there was a real need for such additional capital. If this cannot be done, the shareholder decision is contrary to good morals (effectively ‘pushing’ the decision) and is therefore void. The court emphasised that the decision to increase capital must be based on the needs of the company and not on the interests of the major shareholder.

Triniti Estonia advised the management and shareholders of SW Energia OÜ in the restructuring of SW Energia OÜ group companies. We provided legal assistance in relation to elaborating the restructuring plan, registering the company’s shares in Estonian Central Register of Securities, founding a new company, preparing shareholders’ agreements, amending the articles of association of companies, and executing and concluding share purchase agreements. Read more

TRINITI represented Viasat, a global satellite operator in a civil case, where the Estonian Authors’ Union (EAÜ) presented claims against Viasat to refrain from providing the signal of 42 different television programmes (incl. ETV, ETV2, Kanal 2, TV3, TV6 and Kanal 11) to end consumers without obtaining prior permission (license) from the EAÜ. Read more

TRINITI lawyers have successfully represented and advised the Estonian Road Administration in numerous public procurement procedures and disputes related to most major Estonian road construction projects