Please note that we are holding a hybrid seminar on 8th March 2023 on the new MiCA Regulation. Participation is free of charge but subject to prior registration – please register here.

The legislation concerning crypto-assets has always been fragmented between different states in the EU. Having a crypto exchange license in one EU country did not mean that it would be automatically legal to operate in another EU state as well. Whereas some countries like Estonia were the pioneers of crypto legislation, many others have been lacking behind and have further exacerbated this fragmented state.

The above is about to change. There will be a new EU regulation covering crypto-assets law in all EU Member States. The regulation is titled “MiCA” –­ Markets in Crypto-Assets Regulation. The regulation aims to create a uniform European legal framework for cryptocurrency services, including virtual currency service providers. MiCA will apply directly and uniformly in all Member States and will have a significant impact on the crypto market, dealing with licensing, the environmental impact of the crypto industry and the issuance of crypto-assets.

As of February the 1th this year, the Commercial Code will change, and the new Commercial Register Act will enter into force. Below, we present some aspects that current and future business owners should keep in mind.

• The minimum share capital requirement of 2500 EUR for a private limited company shall be abolished. It shall not be possible anymore to establish a company without initial share capital contribution;
• The supervisory capacity of the Commercial Register registrar shall be improved;
• Starting from 01.03.2024, it will be possible to reserve a business name for six months and to apply for making an entry in the commercial register on a specific date with good reason;
• Starting from 01.09.2023, the data of shareholders of private limited companies shall be considered as registry card data, and the list of shareholders shall be maintained by the registrar of the Commercial Register.

More information can be found in this article (in Estonian) https://lextal.ee/ariseadustik-muutub/

The exact text of the Commercial Code and Commercial Register Act is located here:

Commercial Code

Commercial Register Act

If you have any questions, please get in touch with us on the contact page.

Recent amendments to the Employment Contracts Act modernized the organization of working time and on-call time. The category of an EMPLOYEE WITH INDEPENDENT DECISION-MAKING CAPACITY has been added.

Our team is expanding, and our dispute resolution department acquired an excellent attorney in January. Allow us to introduce: our new colleague, lawyer Oliver Grauberg.

Oliver has obtained a master’s degree in law (specialization in IT law) from the University of Tartu and complemented his studies in the field of cyber protection. Oliver has been a member of the Bar Association since September 2020. After becoming an attorney, he worked in another law firm and as an advisor to the Ministry of Economic Affairs and Communications.

On April 14, the Harju County Court fined Eesti Ekspress journalists Sulev Vedler, Tarmo Vahter and AS Ekspress Meedia EUR 1,000 each for disclosing information in an article dated March 25 that the former board of Swedbank had been suspected of money laundering. The prosecutor’s office had not previously shared this information with the public, and the prosecutor’s office was not informed of the article’s publication.

However, the district court overturned the county court’s order in the summer. At the beginning of September, the Supreme Court heard the appeal of the state prosecutor Sigrid Nurme against the judgment, which annulled the fining of Eesti Ekspress journalists. The state prosecutor requests the annulment of the June 14 order of the Tallinn District Court and the enforcement of the April 14 order of the Harju County Court.

Yesterday afternoon, the Supreme Court heard representatives of the State Prosecutor’s Office and newspaper Eesti Ekspress regarding the fining of Eesti Ekspress journalists. LEXTAL’s partner Oliver Nääs and attorney Sander Potisepp represent Eesti Ekspress in the case.

Oliver Nääs has commented that while the prosecutors could not describe in detail how the article harmed the investigation, it shows that for the prosecutor’s office, the case is more about the principle than a substantive problem.

Read more about the case (in Estonian) https://www.err.ee/1608820078/riigikohus-teeb-ajakirjanike-trahvimise-asjas-otsuse-koige-varem-jaanuaris 

LEXTAL partner Kristi Sild together with Keystone Advisers has advised Fruit Xpress OÜ founders in the transaction where international group Bidcorp acquired a majority shareholding in Fruit Xpress. The transaction results in a strategic partnership where the founders and management of the company will remain with the business.

Fruit Xpress is Estonia’s leading fresh distributor to the food service market. Bidcorp is a multinational food service operator listed on the Johannesburg Stock Exchange, South Africa, with a market capitalisation of approximately €6bn.

Read more about it: https://www.aripaev.ee/uudised/2022/12/14/toiduvedaja-fruit-xpress-sai-uue-enamusosanikuhttps://lnkd.in/dRxbQb3c

Although we would like to treat each of our customers, collaborators and good friends with some lovely gifts during the holidays, we can do better in the current situation. Ukraine is still fighting for its freedom, and this year we have decided to direct our Christmas gift finances and more to help Ukraine.

We decided not to offer help passively but to “put our hands on it” ourselves. A couple of LEXTAL colleagues will set off to Ukraine with the rest of the convoy in just a week. The car full of necessary equipment for the medical battalion “Hospitallers” (https://www.hospitallers.life/) should arrive at the destination in 35 hours.

We invite You, dear reader, to contribute to this undertaking. Let’s make a Christmas present together this time. For those in need. For the defenders of freedom. You can send your donation to the account:

ADVOKAADIBÜROO LEXTAL OÜ

EE962200221080317136

SWEDBANK, SWIFT kood/BIC HABAEE2X

Please indicate SLAVA UKRAINE in the explanation

All donations go towards buying, preparing and filling the medical battalion car with the necessary equipment. If the donations are more than the amount of one car and supplies, we will transfer the rest of the money to support the HELP99 initiative.

Here we would like to acknowledge the work of HELP99, an organization created by LIFT99 in Kyiv, which has been organizing aid to Ukraine for months and is also letting us help.

Slava Ukraini!

LEXTAL hosted the Trans-European Law Firms Alliance (TELFA) annual meeting in Tallinn. The conference’s purpose is to bring together young lawyers who would be able to learn something new and (re)establish contact with other professionals working in their field of practice.
In the first half of the day, the main topic of the meeting was introduced, which was cryptocurrency and everything related to it. Margus Poola introduced blockchain technology and gave an overview of its possibilities of use. Henri Ratnik and Rauno Kinkar gave an inside view with the help of real-life examples of how the work of lawyers is connected with a new currency and what questions may arise working with it. Towards the end of the day, Mats Volberg led a panel discussion where representatives from three countries shared cryptocurrency-related legislation and operating rules in their home countries.
The conference hosted almost half a hundred guests from 16 different countries. Future plans for the association and how to promote better services were also discussed. LEXTAL has been a member of TELFA since 2009.

https://www.telfa.law/

Rauno Kinkar, a partner and attorney-at-law at LEXTAL, and Mats Volberg, a lawyer, visited an event organised by the German Comparative Law Society called the 38th Comparative Law Conference. The event was held at the University of Tübingen in Germany.  This year’s theme was digitalisation.

Rauno Kinkar and Mats Volberg together with Martin Ebers, Co-Professor of Information Technology Law at the University of Tartu, gave a presentation on the Estonian legal system and the social debate about self-driving cars. The article was co-authored by LEXTAL’s attorney-at-law Henri Ratnik and our former intern Bridgit Pavlov. The presentation was part of a panel entitled Driving Without a Driver: Autonomous Driving as a Legal Challenge.

Andersen Global extends its European coverage through a Collaboration Agreement with leading full-service law firm LEXTAL Legal, adding three locations in Estonia, Latvia and Lithuania.

LEXTAL Legal provides services in international relations, mergers and acquisitions, corporate and competition, dispute resolution, public procurement law, insurance law, real estate, criminal law, and data protection. The firm, comprised of 21 Partners and more than 75 professionals, provides comprehensive solutions to clients in the Baltic region and globally. LEXTAL Legal is also internationally recognized as a top-performing law firm by The Legal 500 and Chambers Europe.