iDEAL 1/2011

1//2011

Borenius Group magazine

Confidence

or Subscribe e b ri sc b unsu agazine to iDeal M s.com niu info@bore

Merger and acquisition transactions, once dead in the water, are showing SIGNS OF RECOVERY. But HAVE THE RULES OF ENGAGEMENT CHANGED? Harri Sundvik, from Bank of America Merrill Lynch, shares his insight with Borenius Group experts

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onsider yourself served

Anett Kontaveit (15), took part in the tournament. She has taken the Estonian title twice in a row and made it to World Tennis Association rankings this February. Attorneys at law Borenius (Estonia) is supporting Anett’s promising career.

"Broadly speaking – finding startups with strong potential and helping them realise it is just one way we are doing our part to make the community better,“ says Marti Hääl, managing partner at Attorneys at law Borenius (Estonia), rightmost player in the picture.

PHOTO Aivo Kallas

T

he pace of the game requires fast thinking, refined moves, and strategies carved into your spine. To win, you must quickly analyse your strengths and exploit your opponent’s weaknesses.

No wonder tennis is the passion of millions. And, as it turned out, also the game of Borenius Group lawyers.

When, in April, a tennis weekend was arranged in Tallinn, one third of the staff in Estonia admitted to taking the occational drop-shot. The amount of eager participants well exceeded the available courts.

As icing on the cake, the youngest ever Estonian tennis champion,

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The firsT cenTUrY soLVeD BORENIUS GROUP CONSISTS OF APPROXIMATELY 200 LAWYERS IN FOUR JURISDICTIONS IN THE FENNOBALTIC AREA. THE MEMBER FIRMS OF THE BORENIUS GROUP ARE INDEPENDENT AND SEPARATE LEGAL ENTITIES PRACTICING ADVOCACY FOR THEIR OWN ACCOUNT AND FOLLOWING THEIR RESPECTIVE LOCAL BAR RULES. WWW.BORENIUSGROUP.COM

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century of business, more than one hundred lawyers and countless solved cases. There is not much we haven’t seen during our years on top of the game of corporate law.

Now we are celebrating our 100th anniversary as a full-service law firm helping our clients. With a new, concise name – Attorneys at law Borenius – and distinguishable visual identity, incorporated also in this magazine, we want to further strengthen our brand to make it last for the next With a new, concise name hundred years.

We have always promoted – attorneys at law borenius pragmatic solutions and – we want to further hands-on work - the same strengthen our brand to strategies that have enabled businesses bounce back in make it last for the next the aftermath of the eco100 years. nomical crisis. A clear signal of better times is the rise in merger and acquisition transactions. In this issue, Lead Story offers you insight of the market situation and changing practicalities.

The key-word is confidence. It is the only mindset for building successful businesses – and maintaining them for a century and beyond.

I trust that you will enjoy your iDeal.

Jari Vikiö managing partner Attorneys at law Borenius (Finland)

in this issuE:

5 LEAD STORY Making a comeback | 9 CASE PROFILE Going european | 12 MASTERCLASS Up in the air | 14 IN BRIEF In this magazine Attorneys at law Borenius (Finland) refers to Asianajotoimisto Borenius Oy, registered in Finland; Attorneys at law Borenius (Estonia) refers to Advokaadibüroo Borenius OÜ, registered in Estonia; Attorneys at law Borenius (Latvia) refers to Zverinatu advokatu birojs Borenius, registered in Latvia and Attorneys at law Borenius (Lithuania) refers to Advokatu kontora BORENIUS / Švirinas ir partneriai, registered in Lithuania.

iDeal is Borenius Group’s magazine for business professionals. Next issue will be published in Autumn 2011 • Cover photo: Anton Sucksdorff • Editor-in-chief: Maria Soini • info@borenius.com • Texts and layout: Otavamedia Oy / Viestintätoimisto Sanakunta • Printed on environmentally friendly paper.

EDITORIAL BY Jari Vikiö

LEAD STORY BY Satu Jussila PHOTOS Anton Sucksdorff

Making a comeback While companies spent the last few years thinking about survival, now they are looking ahead. Merger and acquisition transactions, once dead in the water, are showing signs of recovery. But have the rules of engagement changed?

Harri Sundvik from Bank of America Merrill Lynch shares his insight with Borenius Group experts.

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Finding a trusted advisor

H

arri Sundvik has spent some twenty years advising leading Nordic companies and Nordic governments on merger and acquisition transactions. He currently serves as the managing director for Nordic Investment Banking at Bank of America Merrill Lynch, in London.

Sundvik says that the role of a legal counsel has shifted over the years.

“In today’s world, the challenge is to be a trusted advisor, rather than just a transaction advisor or counsel,” he notes.

“To act as a trusted advisor, you need to have a long-term relationship, know the key people, and be aware of the broader strategic context of a transaction. It means providing much more than just giving the ‘right’ technical advice in any particular situation.”

Sundvik adds that the main lesson from credit crisis is that the unthinkable may actually happen. As a result, due diligence is nowadays taken even more seriously. “The availability of financing and contractual certainty of financing are key considerations in any noteworthy deal.”

All of this means that advisors, be they financial or legal, says Sundvik, “have a broader scope of work, and are expected to truly get their hands dirty perhaps more than ever before.”

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“In Estonia, we see portfolio investors ust a year ago, ask the averlooking for possible acquisitions,” notes age professional working in Sten Luiga, a senior partner with Attormergers and acquisitions neys at law Borenius (Estonia). “Consolhow deal volumes are lookidations are still taking place, but we are ing, and you might have to also seeing a new wave of start-ups and cover your ears when you venture-capital transactions with mature hear the answer. But the companies. In some instances, interestgloom looks to have lifted. Transaction volumes in the Nordic and Baltic countries ingly, entrepreneurs are looking to buy their businesses back from purchasers.” are looking up, and the general sentiment, while still cautious, is generally upbeat.

While no one is expecting a return to Show me the money 2007 any time soon, both buy and sell A number of factors are driving the activities, reports Jyrki Tähtinen, a senincreased transaction activity. “Probaior partner with Attorneys at law Borenius bly the most important in the Nordics is (Finland), have regained their footing. improved confidence by companies to use “M&A-related work for the firm has, durM&A as a strategic tool to increase shareing the first quarter of this year, more than holder value,” says Harri Sundvik, mandoubled that of last year,” he says. “Energy aging director, Head of Nordic Investment and healthcare assets continue strongly. Also, software companies in the “There is improved confidence to gaming industry remain use M&A as a strategic tool to active M&A and ventureincrease shareholder value.” investment plays.”

On a global scale, the Harri Sundvik, Bank of America Merrill Lynch multi-billion mega-deals – not seen since the credit crisis – are back, with the most notaBanking, Bank of America Merrill Lynch, ble the AT&T acquisition of T-Mobile USA in London. “This is, of course, reflective of from Deutsche Telekom for $39 billion, the overall improvement in the macroin March. The size in the Nordic and Baleconomic conditions and corporate-level tic markets does not reach this level, but a performance.” number of noteworthy transactions have taken place among mid-size companies.

There are also signs of re-emerging sponsor activity, as witnessed in the recent public-to-private takeover of Munters AB, a Swedish maker of humidifers, by privateequity company Nordic Capital for $804 million.

WEIGHING THE RISKS

Amount/quality of disclosure

Existence/quality of fair disclosure rep

Amount (cost) of due diligence

Quality/strength of other reps

Merger and acquisition transactions require balancing risks that are often interrelated. Minimal sellers’ representations and warranties should be offset by full disclosure materials that undergo full due diligence with legal, tax and financial advisers. On the other hand, poor quality disclosure materials should preferably be offset with sellers’ extensive representations and warranties and/or long-form disclosure representation and warranty.

“There is no substitute for doing your homework.”

Jyrki Tähtinen, a senior partner with Attorneys at law Borenius (Finland)

Even given the enormity of the financial crisis, prices for prime assets in the Finnish markets have not suffered dramatically.

However, other issues have come to the forefront that symbolise the cooled market environment. “Price levels have not come down significantly but we do see is a clear shift to more balanced representations and warranties in the share purchase agreements, compared to 2007, when it was much easier for sellers to get away with title and authority to transfer representations only,” says Tähtinen.

Another thing that has changed is a closer review of financing. At the height of the last M&A boom, buyers in Finland could terminate deals if they could not drawdown bank lending. Sellers effectively financed the risk of material adverse change (MAC), and this condition precedent was used on occasion to halt deals before closing. Pulling a financing-based MAC no longer works automatically, says Tähtinen, because sellers are seeking to strike these provisions from draft agreements.

“Sellers are increasingly interested in understanding how secure the buyer’s financing really is,” he points out.

Stricter lending provisions

So while the markets look to recover, signs remain that participants are still careful. “The sensitivity around leverage levels and requirement for more conservative capital structures remains, and I believe will continue for some time,” notes Sundvik. “Also, I believe that financing and access to capital markets will continue as an important boardroom topics, which was not the case in the pre-credit-crisis world.”

Sundvik also notes that financial sponsors are acting differently in the present environment. “We have seen a fair amount of secondary “The sensitivity around activity for smaller- and mediumleverage levels remains.” sized deals (assets sold by a Harri Sundvik sponsor to another sponsor), but only limited number of primary buyouts.”

What this all means is that the future “Lenders are also more carefully evaluis still up for debate. “It is the job of lawating the structure of the deal and, if any yers to guide their clients to making edujunior debt is included, this debt has to cated choices between risk factors in be structurally subordinated to the senior order to secure a balanced outcome,” says debt. Additionally, banks are more relucTähtinen. “Ultimately, there is no substitute tant to include any clean-up, certainty of for doing your homework before transacfunds and equity-cure type of provisions tions are made.”

Also, the cash sweep mechanism tends to be more stringent than before.”

It was not long ago that banks turned-off the lending taps almost entirely. But bank financing is increasingly available for M&A deals in the Finnish market. The money does not come easily, however. “Banks usually look for an extensive security package including share pledges, floating charges, receivables pledges, real estate and IP rights,” notes Andrei Aganimov, a partner with Attorneys at law Borenius (Finland).

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Estonia hits its stride iDEAL Borenius Group magazine

or Sten Luiga, a senior partner at Attorneys at law Borenius (Estonia), country's entrance into the eurozone in January, coupled with its invitation to join the Organization for Economic Cooperation and Development (OECD) last year, show that the country is a safe place for investment. “While the positive impact on our economy from these developments is not immediate, we should start to see the full affect starting by the end of the year,” he says.

In the months leading to the changeover from the kroon to the euro, the deal market slowed. “Pricing issues based on future forecasts was difficult, so market participants waited until the euro-matter was settled.” But increased investment activity in the years to come now looks brighter. “Besides a certain amount of direct foreign investments, what I expect is international funds to invest in the Estonian economy as part of a broader strategy,” says Luiga.

One area where Luiga sees that his work has changed since the financial crisis is in the due diligence process. “Buyers have fewer resources to spend, so they put more attention on where their money is going.”

“Buyers put more attention on where their money is going.”

Sten Luiga, a senior partner at Attorneys at law Borenius (Estonia)

If buyers are from abroad, notes Luiga, they tend to want full due diligence reports. Purchasers that know the market better, by contrast, are more focused on certain business areas. “The current environment puts pressure on lawyers to give an accurate picture but in the most efficient manner possible.”

CASE PROFILE BY Rick MacArthur PHOTOS Vastavalo, LETA, Oskars Bierdis

going eUropean Concerned by possible future directions in the country’s tax policy and other regulations, Latvia’s leading insurance company BTA decided to transform into a Societas Europeae and perform a cross-border merger involving its Lithuanian and Estonian subsidiaries. Attorneys at law Borenius (Latvia) was chosen to execute the legal work.

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“Our

office has worked with BTA for quite a long time, providing a variety of legal assistance,” says Zane Krecere, senior associate at Attorneys at law Borenius (Latvia). “So when they decided to optimise their operations by carrying out a cross-border merger, they asked for our help. There are several benefits associated with such mergers. One of these is that liquidation of the acquired company, often a time-consuming and expensive process, is avoided. Furthermore, the assets and liabilities of the acquired company are transferred automatically in accordance with applicable law, eliminating the need for additional documentation.”

Adding to operational flexibility

A cross-border merger is an effective method of transferring the assets of one group company to another, she continues. “It was also decided that BTA should be transformed into a European company - Societas Europeae (SE) - at the same time. This corporate form makes the company’s operations in Europe more flexible, as it can now move its head office to anywhere within the EU without the need for liquidation, allowing the most appropriate tax residence and tax system to be selected.”

SE status can add additional prestige and trust to a company’s brand. Some other companies operating in the insurance and banking sector have made the same choice. “Very few European companies have their registered seat in Latvia,” says Krecere. “So, this was probably the first one formed through a cross-border merger - a unique event.”

“Latvian integration into the European political and economic system makes way for more effective business strategies and marketing opportunities, and we are determined to use them,” defines Gints Dandzbergs, the President of BTA, in explaining the reasons for this strategic move.

“Working in different countries, we are exposed to fierce competition.”

Gints Dandzbergs, the President of BTA

For example, the EU has introduced a single insurance licensing principle that gives BTA a license to grant insurance services in any EU country. The company’s reorganisation makes it possible to optimise work processes and administrative expenses.

“We can operate just as we did before, opening branches and establishing sub-

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sidiaries wherever we want,” Dandzbergs continues. “But having SE status means we can easily move BTA’s registered head office to another European country and carry on our business from there. We are the first and only insurance company in Latvia to have made this move.”

Adding to competitiveness

BTA’s business is risk management and for them, becoming an SE is also another risk management mechanism. In the instable investment environment of post-economic crisis Latvia, predictability is valued high.

“Working in different countries, we are exposed to fierce competition. We work constantly on service quality improvement, new products, cost reduction and predictable pricing. Unfortunately, Latvian businesspeople are spending a lot of time and resources into research and implementation of the current changes in taxation. At the same time, the tax burden is growing steadily. It’s a high price to pay for a Latvian registered address,” Dandzbergs describes.

BTA does not exclude the possibility that they could change their country of registration if the political and legislative environment in Latvia steers businesses to that direction. It is not a welcomed prospect, though, as BTA wants to continue to contribute to the Latvian society.

“Like businesses, also the national economies of the EU countries compete with each other to hold successfully operating enterprises,” Dandzbergs points out.

“Companies choose to operate in a stable investment environment with a clear, understandable and predictable tax policy, which allows long-running planning.”

Optimising the schedule and resources required

The legal processes involved a cross-border merger between Lithuanian and Estonian companies with BTA, the acquiring company, remaining in Latvia and being registered there as SE, the form in which it now operates. BTA’s business in Esto-

"When a client has a vision and a clear objective, we are willing to help them make it happen.”

Zane Krecere, senior associate, Attorneys at law Borenius (Latvia)

nia and Lithuania is carried out through branch offices.

“To optimise the schedule and resources, we decided to carry out the merger of the companies in all three countries and the transformation into an SE simultaneously,” says Krecere.

“Although this was a little complicated, we made it happen and the outcome was satisfactory to all the parties involved,” he adds.

“Input by our colleagues in Lithuania and Estonia who were responsible for performing the necessary steps with regard to the BTA subsidiaries located there was important,” says Krecere. “Successful and comparatively quick completion of this project was also very dependent on good co-operation with the BTA. When a client has a vision and a clear objective, we are ready and willing to help them make it happen.”

European Companies (SE)

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European Company - ‘Societas Europeae’ or SE - is a legal entity established within the territory of the European Union (EU) as a public limited-liability company.

The main principles of SEs are regulated by EU Regulations (directly applicable in all EU Member States), while specific issues with regard to SE incorporation and operation are governed by the laws of the country in which the company’s head office is registered. An SE’s subscribed capital shall not be less than EUR 120,000.

SEs can be established in four different ways: by merging two or more existing public limited companies from at least two different EU Member States; by forming a holding company promoted by public or pri-

vate limited companies from at least two different Member States; through the formation of a subsidiary of companies from at least two different Member States; or by the transformation of a public limited company. The process for SE establishment, and the preconditions, may differ depending on the formation option chosen.

The main benefits associated with the SE corporate form are the possibility of choosing the seat of the company (tax residence) and thus the most suitable tax system, as well as having the flexibility to move the company’s registered office within the EU without the need for liquidation.

Some of the commentary is based on Mr. Dandzbergs interviews published by ES Maja (esmaja.lv) and Dienas Bizness (db.lv).

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BY Satu Jussila ILLUSTRATION Pietari Posti

Up in the air

MASTERCLASS. Cloud computing is allowing companies to use software without additional investments in infrastructure. But before you put your name to a contract, think a few things over.

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Cloud computing is all the rage, and why not? In many cases, all you need to do is agree on the terms and migrate your data to the service. Implementation costs tend to be lower, compared to traditional informationtechnology projects, and you avoid buying expensive hardware.

Yet before you enter into an agreement with a service provider, you might want to explore your options. “When it comes to IT agreements, all too often clients do not call the lawyers until there is a problem,” laments attorney Ave Piik, with Attorneys at law Borenius (Estonia). “There are definitely important steps you can take during the negotiation stage that you should consider.”

As cloud computing services are made available as a standard service rather than customized for each client, there is generally less room to negotiate contracts between a client and the service provider. But that doesn’t mean you shouldn’t try.

Before going into cloud computing, what should parties do?

“Cloud computing, as such, is not yet regulated in Latvia; however, existing legal regulation that touches certain parts of the service could apply.

Likewise, there could be restrictions to be observed, depending on your business activities. Still, contracting parties are generally left to negotiate their terms and conditions. The major concern relates to whether service receivers can be sure their data is secure. It may be advisable to involve a knowledgeable person to evaluate the specific details of the proposed service and select the most suitable for you.”

Ilze Bukaldere Attorneys at law Borenius (Latvia)

“The nature of cloud computing services is such that the client is not in control of the data generated and the software used. This implies that the user should try to ensure the security of data and access to it are properly implemented by the service provider. In Lithuania, there are no legal rules specifically for cloud computing. However, personal data protection rules must be taken into account if the user is processing this data. Even more restrictions apply if the data is transferred to non-member states of the EU. It is of utmost importance to know what issues are important before entering into agreements. Data security, limitation of liability, termination of service and regaining the data are important considerations.”

Stasys Drazdauskas Attorneys at law Borenius (Lithuania)

“One of the important issues to look at is how you can exit from the service and get your data back,” says attorney Jukka Airaksinen, with Attorneys at law Borenius (Finland). More specifically, you should look at how you can get the data, when, in what format and whether the IT vendor will support you when importing the data. “Exit and termination issues are areas that buyers tend to overlook,” he notes.

Consider data protection

Buyers should also think about liability considerations. Buying a service means giving away a lot of control over your business information. “Your risks need to be balanced with the liability of the service provider,” says Piik. “If possible, buyers should negotiate to eliminate the extensive limitations of liability of the providers that are sometimes included in the contracts.”

But one of the main issues is data security. Companies are sometimes afraid of keeping their essential business information in a “distant” cloud, the essence of which is not fully perceptible to them.

“What the companies don’t realise, however, is that quite often cloud solutions are safer from the data-security per-

spective,” stresses Piik, “since specialised providers tend to have more resources to achieve the proper level of safety.”

Nonetheless, it is essential to specify the obligations of the parties in relation to how data is protected, where the information is stored and how breaches are handled.

Limit price adjustments

Another important issue is what you will pay for the service.

“It is a good idea to try to limit the right for the IT vendor to adjust prices during the term of the contract,” says Airaksinen.

For providers of cloud computing services, there are also some issues the lawyers ask them to consider. Understandably, one important consideration is limiting its liability. “I would say that service providers should think about how far their liability extends. Also, a vendor’s ‘free right’ to modify and adjust the service itself, from time to time, is often a justified requirement in order to develop the service. This standard should exist for all current and new customers,” he adds.

So while cloud computing contracts tend to be standardised, there are definitely areas for review on both sides. “We often witness situations where the receipt of advance legal advice beforehand would have been less costly than the attempt to rectify the problems once contracts are already made,” says Piik.”

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in brief

BY Heini Santos, Maarit Niemelä ILLUSTRATION Kirsi Tapani

[Finland]

Less legal risk with LegalDesk Many businesses struggle with handling their day-to-day legal matters. In Finland, Attorneys at law Borenius` new service, LegalDesk, provides a solution that allows companies to regain control and focus on their core business. It also includes a legal risk assessment and training for personnel.

“The

demand for this service came from clients who were looking for ongoing assistance with day-to-day legal matters that are typically difficult to outsource.

What we need is sufficient understanding of your business and legal needs. What you get, in return, is more time to spend on your actual business,” explains specialist partner Lasse Laaksonen, from Attorneys at law Borenius (Finland).

Regular face-to-face contact – in most cases including an introductory period when a member of the LegalDesk team is physically located at the company for a few days – and a team of experts tailored to suit the company’s needs ensure seamless cooperation. Being able to call or send an e-mail to a specialised lawyer for advice without extensive briefing or unnecessary formality is an invaluable asset.

LegalDesk is also a fine way to boost your legal risk management. A comprehensive legal risk assessment and training for the staff aim to

iDEAL Borenius Group magazine

minimise legal risks. A fixed monthly fee keeps the expenses predictable and easy to budget.

Attorneys at law Borenius’ solid experience is complemented by the latest technology. As a premise, all documents drafted during the service are stored using online contract management software. With the addition of the company’s existing documentation, an electronic contract database is formed that stays available all hours of the day. This not only enables secure storage but also facilitates contract management, further lessening the contractual risks.

“Often the contracts are sitting in binders somewhere, perhaps not even accessible to those who need them. Scanning and adding them into the database makes them useful again,” Laaksonen says.

The service became available with pilot projects in the beginning of the year, and according to Laaksonen, the response has proved positive. “We want to work ever-closer with our clients to serve their needs,” he adds.

[Estonia]

Attorneys at law Borenius (Estonia) also provides clients with fixed-fee legal services. The Corporate Secretary service is designed to save company management and their shareholders time and money in dealing with routine corporate matters. Corporate Secretary allows companies to maintain good corporate-governance practices and avoid risks related to having outdated information in the commercial register. Another fixed-fee service, Tax Mapping, helps entrepreneurs to manage tax risks and attain the lowest possible tax burden. Find out more: www.borenius.ee

[Lithuania]

[Latvia]

APPOINTMENTS

Attorneys at law Borenius (Latvia) was nominated among the top law firms in Latvia by the International Law Office (ILO). This is the first year that ILO has ranked law firms in this country, symbolising the growing cross-border recognition of firms in Latvia.

Established in 2005, the ILO Client Choice Awards recognise law firms around the world that stand out with excellent client care and quality of their service. Most importantly, nominated offices have an ability to add value to clients’ business.

“It’s a pleasure to be nominated by such an important outlet for lawyers as the ILO. We would like to thank our clients for their appreciation,” says Laine Skopina, a partner at Attorneys at law Borenius (Latvia).

[Finland]

Merger in Vilnius Foigt & Partners / REGIJA BORENIUS and Svirinas, Mackonis & partners LAWWAY have merged. The marriage of the two unites recognised legal practitioners from both firms, now employing more than 30 professionals.

As the result of the merger, the firm becomes one of the largest law practices in Lithuania. The firm’s name is now Attorneys at law Borenius / Švirinas and partners. With these new legal experts, the head count in the Borenius Group of associated law offices increases to more than 170 professionals.

“We believe this merger will only improve our co-operation with clients. It allows us to respond more quickly and with even wider base of professional legal know-how. Also, with more of us, implementation of client business projects of all sizes will be well taken care of,” says Daivis Švirinas. He was unanimously selected by all partners as the managing partner of the new law firm.

[Estonia]

Arvo Pärt’s work is cherished

www.internationallawoffice.com

Attorneys at law Borenius (Estonia) was helping to set up the International Arvo Pärt Centre, which aims to introduce, promote and preserve the music of this world-famous Estonian composer. Lawyers at the firm advised on corporate, commercial and copyright issues.

Born in 1935, Pärt is a classical composer who is world renowned for this work in religious music and for his self-made compositional technique called “tintinnabuli” (from the Latin, little bells).

His pure, spiritually inflected work has struck a cord amongst the public and – surprisingly enough – in Hollywood. Pärt was nominated for a Grammy music award this year for his Symphony No.4 under the Best Classical Contemporary Composition category.

The founders of the International Arvo Pärt Centre and the family of the composer plan to digitalise, archive and document Pärt’s music and personal notes. The centre opens to the public in 2015, hosting conferences, concerts and workshops. The centre will also issue publications associated with Pärts’ life and work, as well as support scholars with research material and scholarships.

Senior associate Jani Syrjänen has been appointed as the new head of Espoo office, Attorneys at law Borenius (Finland). Jani has strong experience in assisting companies in commercial and employment law related matters as well as in disputes and arbitrations.

Specialist partner Jari Gadd has been appointed as the new head of Tampere office, Attorneys at law Borenius (Finland). Jari advises on intellectual property and dispute resolution related questions, M&A and corporate law, commercial contracts, torts and insolvency related questions.

Henriikka Piekkala, Tuomas Tikkanen and Marko Vuorinen have joined Attorneys at law Borenius (Finland) as senior associates.

Mimosa Lith, Essi Kullas, Laura Auvinen, Heikki Kemppinen, Alli Soralahti, Aleksi Muhonen, Paula Vartiainen, Hanna Lehtinen, Laura-Maria Lindström, Antti Rajamäki, Tero Kovanen, Marianne Hollands, Lasse Vuola, Elina Toivakainen and Susanna Halinen have joined Attorneys at law Borenius (Finland) as associate lawyers.

[Estonia] Priit Pahapill has been appointed as a new partner at Attorneys at law Borenius (Estonia). He is a wellknown specialist in banking and finance law. Priit regularly advises on multiple equity and debt offerings. His expertise includes numerous large-scale mergers and acquisitions transactions. Priit joined the firm in 1998.

Aivar Taro has been appointed as a new partner at Attorneys at law Borenius (Estonia). Aivar has wideranging experience in real estate and construction law matters. He has acted as an expert in many real estate transactions and also offers considerable experience in banking and finance law. Aivar joined the firm in 2002.

Attorneys at law Borenius (Estonia) welcomes Liina Jents as a new member of the IP & IT practice. Her field of expertise includes traditional copyright and related rights, IT and technology matters.

Marina Malõševa has joined Attorneys at law Borenius (Estonia), as an associated lawyer, advising on real estate transactions. She is also involved in assignments related to construction and real estate management.

[Latvia] Attorneys at law Borenius (Latvia) welcomes lawyer Tatjana Pasko. She will assist clients in competition and telecommunication matters for the firm’s EU/ Regulatory practice group.

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Photo Jussi Hellsten

Flow Festival, Helsinki’s Suvilahti, 12–14 August 2011. www.flowfestival.com

Daniel Jackson

Go with the FLOW!

Looking for a relaxed and hip city festival with atmospheric surroundings?

The music and arts festival Flow turns old industrial area in Helsinki into an alluring festival venue. In Flow, warm August nights are filled with both new and established artists – from indie-rock to soul and jazz, and from folk to contemporary-club sounds. As a bonus, the festival is also about visual sensations, decadent food and great cocktails.

This year the top names include Kanye West and Swedish Lykke Li. Forget the mud of Roskilde and enjoy your festival sushi with a glass of champagne!