LMHB introduction

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Wide angle shot of Luiga Mody H채채l Borenius partners on the steps of the courthouse. Dramatic lighting.



Lawyers, like you picture them


No picture can tell the full story


Pictures are subjective. Words, however, describe situations, details and actions that cannot be misunderstood. We are lawyers and we are steadfastly objective.


Let us read the fine print


Luiga Mody Hääl Borenius provides reliable and comprehensive business law advice. We read the fine print and we write the fine print so that you don’t have to. Our over 30 strong team of lawyers is well known for their creative approach, which in addition to solving legal problems, often helps our clients discover new business opportunities. Together with our partner firms in Finland, Latvia and Lithuania we form the Borenius Group – 165 lawyers at your disposal. We’ve established sound relationships with law firms in Europe, CIS and Nordic countries. This allows us to render legal services to our clients where they are most needed, which indeed may not be Estonia. Synergy, for the benefit of your business.


If we had to hire a lawyer... Hiring a suitable lawyer can be difficult. Usually the issue is time critical leaving little time for due-diligence. Further complicating the issue are lawyers who by nature are quite good at talking the talk, which makes distinguishing quality difficult. And, of course, the reputation of the industry as a whole is likely to precede us, making first contact awkward. So, if we had to find a lawyer this is what we would like to know first. Expertise in various business sectors, communication skills, continuous self improvement, analysis of new trends in service provision, expert knowledge, perseverance, long-term objectives and full scale service packages. These keywords describe many contemporary law firms. The Estonian legal market is highly sophisticated, competition between law firms is fierce. There is no reason to be self-conscious of lawyers’ expertise even in the European context. So how can you find just the right firm for you and your business needs? Making the right choice may not seem difficult because of the wide range of various law firms, the large number of business lawyers, the smoothly functioning legal market, and strong price competition. On the other hand, dilemmas arise from exactly these same factors because law firms are like any other service providers, with just some specifics that would be wise to consider when choosing a partner. To some extent, lawyers are like security managers whose efficiency becomes evident only after an attack by

Standing by the antique book case, one leg up on the ladder, the seriously well dressed and groomed, gray haired lawyer glances up over his designer reading glasses, eyebrows raised. With an open law book in his hand, light glints off his watch chain.

a villain or the forces of nature. You hope that the worst will never happen but you’ll sleep better knowing that a trained specialist is guarding you from possible predicaments. Confidence that everything is under control combined with the assurance that you don’t need to intercede every step of the way, enables you to focus on your main activities. But confidence must be absolute – 99% security is no security. Therefore, as with security companies, a law firm has to be substantial in both size and range of services as well as constantly available. For example, the work of a business lawyer may usually be divided into three types of services – preventing, documenting, and resolving. Preventive activity requires good knowledge of the client’s business sector, client

activities, and the legal environment in order to be able to provide consultations within the relevant area. Documentary activity comprises accurate, unambiguous and legally valid transcription of transactions, agreements or business solutions to eliminate or ease future disputes. Problem solving means representing the client in negotiations, in court and extrajudicial proceedings or with state administrative agencies where the client is unable or unwilling to protect himself effectively. A trustworthy law firm is able to cover all these aspects: not only advise on transactions, but also represent clients in litigation proceedings. Economic processes often shift between different phases so that full service means constant readiness to deliver


services to the client as required, promptly and effectively during any and every phase. Expertise within a particular area of law is similarly important. Clients lack the relevant knowledge to assess the substantive quality of a lawyer’s work during the process. This makes references far more important and valuable than any self promotion or advertisement. Today, the Estonian legal system is already so complicated that it is easy to know something about everything or everything about something. The more complicated or high-value the legal problem is, the narrower the specialization of a lawyer must be. Those lawyers who are able to solve highly complicated but also highly specific economic issues are usually available in full service firms that provide their clients with solutions of equal quality in very different practice areas and therefore are also able to solve the most complex assignments. Acquiring or disposing of a business is a good example. Business-wise, these decisions are clear-cut whereas the associated legal issues may concern commercial, contract, competition, environmental, tax, copyright, property and employment law. In even more complicated cases it may affect international contracts regarding, for instance, use of natural resources. These services can be provided exclusively by large law firms, consulted only by well-managed and experienced teams where each member contributes his or her individual expertise.

Size matters. So does trustworthiness, expertise, specialization, the human factor and the service portfolio. In principle, both the law firm and client are legal entities but people still talk to people. Therefore a good personal relationship and good communication with your lawyer is vital. Law is an area where trust between two people is paramount. Cooperation becomes long-term only when the client and the lawyer get on well and trust each other, as this facilitates better service delivery. Knowing the client’s business and expectations saves time, helps in transmitting information and allows objectives to be more specific while also guaranteeing positive outcomes and customer satisfaction. It may sound surprising, yet according to studies the hourly fee is only the third or fourth priority when choosing a legal service provider. This is partly explained by the human factor and competence – features that cannot be underbid. However, when choosing between equally reputable law firms the price of the service and pricing policy become important. The economic developments of recent years have created a situation where achieving the best price and quality ratio has become a challenge even for the largest law offices.

Progressive law firms have accepted these market requirements and restructured their fees accordingly. Clients are no longer limited in their ability to buy legal services in the hardest of times and can make choices based on their needs and options. Additionally to the usual hourly fees, fixed price service packages and flat-rate services are also available. Moreover, performance pay and other options are based on client needs within the framework of specific projects. In the changing market situation, law firms must achieve greater efficiency. This means that lawyers must be able to help their clients with existing and standardized advice procedures without starting from scratch. Combined with appropriate practical comments, such solutions help save clients’ money and lawyers’ time: a benefit to both parties and a good starting point for a long-term relationship. Good customer relations form the basis of a sustainable business and the welfare of clients affects our own welfare entirely. Thus we highly value openness, active communication and effective partnerships, as many longterm clients and partners can corroborate. More than anything, however, we are demanding of ourselves so as to be able to provide solutions to all legal matters of any complexity. We suggest you be equally demanding when choosing a legal partner.


We help solve corporate legal problems


Mergers and Acquisitions (M&A) Banking and Finance Capital Markets Intellectual Property IT and Technology Corporate and Commercial Employment Tax Antitrust/Competition Public Procurement Energy and Environment Real Estate and Construction Maritime and Transport Restructuring and Insolvency Litigation and Alternative Dispute Resolution


Portfolio

Advising the national airline Estonian Air in connection with lease agreements of airplanes.

Advising Alexela, 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.

Advising Mazeikiu Nafta Trading House, an oil products trader in the Baltic, on the compilation of various types of sales agreements and trade finance contracts incl overdraft, factoring and storage financing agreements.

Advising Swedbank in market analysis proceedings on multilateral interchange fees based on the MasterCard ruling and other EU competition developments.

Advising Nordea Bank and its Estonian subsidiary Nordea Finance on different aspects of their financing activities in Estonia, inter alia syndicated lending.

Advising SEB on various assignments.

Advising Estonian investment bank GILD Bankers on all aspects of their activities, e.g capital markets, corporate finance, fund formation and financial services regulatory issues.

Advising European Investment Bank on the European Public Offering of Climate Awareness Bonds in the sum of approx EUR 1 billion.

Advising health care company Abbott on establishing its Baltic subsidiary and on compilation of distribution agreements.


Advising the Swedish spirits producer Pernod Ricard on daily management of the company's trademarks porfolio.

Advising the IT company Forticom, which operates several popular social portals in Central and Eastern Europe on the purchase of the most visited portal in Russia and the CIS countries, odnoklassniki.ru.

Advising Webmedia, the fastest growing software development company in Eastern Europe, on all aspects of law.

Advising the media corporation Ekspress Group on the initial and secondary public offering of shares on NASDAQ OMX Tallinn. We also advised the client on the purchase of the portal DELFI from a Texas Pacific Group company.

Advising investment and corporate advisory firm Trigon Capital on initial and secondary offerings of shares in Trigon Agri on the First North marketplace in Stockholm.

Advising private and venture capital investor BaltCap on the purchase, financing, and consequent restructuring of Interinfo Group companies in the Baltic and the Netherlands.

Advising EBRD as one of the shareholders in Estonian Cell, operator of an aspen pulp mill, on restructuring the company's shareholding structure.

Advising the Estonian subsidiary of Empower, a multinational group providing construction, maintenance and professional services within the energy and telecom industry sectors, with respect to corporate, commercial as well as collective employment relationships and other employment issues.

Advising Nelja Energia, a renewable energy operator whose shareholders include Scandinavian energy corporations and local owners, on the development and construction of multiple renewable energy projects in the Baltic.

ESTONIAN DEVELOPMENT FUND

Advising the German affiliate of NASDAQ OMX Helsinki listed Outotec on setting up a joint venture with state-owned Eesti Energia for developing and commercialising innovative oil shale processing technology and constructing an oil production plant.

Advising the Estonian subsidiary of the Swedish waste management company Ragn Sells on waste management, recycling and environmental issues.

Advising Estonian Development Fund on a venture capital investment into the enterprise developing the fits.me brand, which promotes fitting robots for internet clothing retail stores.


Partners

Sten Luiga

Jaanus Mody

Marti H채채l

Mergers and Acquisitions (M&A) Corporate and Commercial

Litigation and Alternative Dispute Resolution Restructuring and Insolvency

Tax Corporate and Commercial Litigation and Alternative Dispute Resolution


Karina Paatsi

Peeter Kutman

Kaja Kallas

Employment Corporate and Commercial

Intellectual Property IT and Technology Mergers and Acquisitions (M&A) Corporate and Commercial

Antitrust/Competition Energy and Environment

Aivar Taro

Margus Mugu

Priit Pahapill

Real Estate and Construction Private Equity

Real Estate and Construction Public Procurement Litigation and Alternative Dispute Resolution Maritime and Transport

Banking and Finance Capital Markets Private Equity


Quotes Clients increasingly see the firm as the go-to practice for complex issues. “They were able to move themselves into a very technical field in no time at all. They worked in detail very well.” IFLR 1000 2009

Clients appreciate the Corporate and Commercial group’s ‘excellent flexibility, responsiveness and transactional experience.’Chambers Global 2010 The firm has notched up numerous successes against the tax authorities, and also excels in tax planning and the tax implications of complex corporate transactions. Tax Directors Handbook 2010 We have such a productive relationship that it is impossible to imagine working with any other firm! Chambers Europe 2008


Clients are ‘extremely pleased’ with the team’s performance, and peers agree that the firm ‘deserves its reputation as a leader in the competition field.’ Chambers Europe 2008

This firm has a substantial disputes team, which is particularly well known for insolvency and competition-related litigation. Chambers Global 2010 Peers say the firm is exceptionally strong in handling trade mark issues, with litigation being ‘definitely its crowing offer.’ Chambers Europe 2009


t. +372 665 1888 f. +372 665 1899 http://www.lmh.ee lmh@lmh.ee Kawe Plaza P채rnu mnt 15 10141 Tallinn Estonia


Close-up of lawyer and client shaking hands in an imposing conference room. Aides in the back waiting to serve champagne.



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