Best Equity Capital Markets Lawyers in Tallinn

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Narlex Law Firm

Narlex Law Firm

15 minutes Free Consultation
Tallinn, Estonia

Founded in 2011
10 people in their team
Estonian
English
Russian
Finnish
Banking & Finance Equity Capital Markets Investment +10 more
The Estonian law firm Narlex provides all types of litigation and consulting services for business matters. Narlex has offices in the capital city Tallinn and in Narva, industrial area on the border with Russia.The lawyers at Narlex have been providing professional legal...
TARK
Tallinn, Estonia

Founded in 1991
English
TARK is a full-service business law firm based in Tallinn, Estonia, offering comprehensive legal services across the Baltic region through partnerships with Skrastiņš & Dzenis in Latvia and Motieka & Audzevičius in Lithuania. The firm's areas of expertise include commercial law, mergers and...
ASIS Consult OÜ
Tallinn, Estonia

Founded in 2016
English
ASIS Consult OÜ, established in 2016, is a distinguished legal services provider based in Tallinn, Estonia. The firm specializes in a comprehensive range of services, including paralegal support, attorney referrals, business management consulting, debt collection, and legal affairs. With a...
Hedman Law Firm
Tallinn, Estonia

Founded in 1993
50 people in their team
English
Estonian
Finnish
Practice areasStartups and FundraisingData ProtectionCorporate and M&AAI regulatory complianceRegulatory and New Business ModelsVenture Capital & Private EquityEmployment & Stock optionsInformation TechnologyWeb3 related servicesIntellectual PropertyDispute resolutionTaxEnforcement...
Wasp Project Ltd
Tallinn, Estonia

English
Wasp Project Ltd, established in 1998, specializes in the incorporation and sale of Estonian companies, offering comprehensive corporate services to both residents and non-residents. With over 10,000 ready-made private limited companies sold, the firm has played a significant role in facilitating...
NUR Legal

NUR Legal

30 minutes Free Consultation
Tallinn, Estonia

Founded in 2022
6 people in their team
English
Estonian
Russian
Ukrainian
Azerbaijani
Legal experts in Fintech, Crypto, iGaming and more, providing best quality services on the low price - why? We are aiming on the successful projects behind us. Based in Estonia, United Kingdom, Seychelles, United Arab Emirates and other locations - our legal specialists are in every part of the...
Advokaadibüroo EnvirLaw
Tallinn, Estonia

Founded in 2018
English
Advokaadibüroo EnvirLaw is Estonia's first law firm dedicated exclusively to environmental law. The firm offers comprehensive legal services across various environmental sectors, including waste management, water protection, fishing, mining, forestry, radiation, industrial emissions, nature...
Claudius Õigusbüroo OÜ
Tallinn, Estonia

Founded in 2011
English
Claudius Õigusbüroo OÜ is a distinguished law firm in Estonia, offering comprehensive legal services across various domains, including family law, succession law, property law, contract law, company law, employment law, minor crimes, association rights, administrative law, and court hearings....

Founded in 2008
English
Advokaadibüroo Tepper & Partnerid OÜ is a distinguished Estonian law firm specializing in civil and administrative law, with a particular focus on serving business clients. The firm's primary areas of expertise include planning and construction law, local government and administrative law,...
TECH x LEGAL Law Firm
Tallinn, Estonia

Founded in 2020
English
TECH x LEGAL Law Firm, based in Estonia, specializes in providing comprehensive legal services to IT companies, startups, and founders. With over 40 years of collective experience, the firm's team has worked with both Estonian and international clients across various sectors, including iGaming,...
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About Equity Capital Markets Law in Tallinn, Estonia

Equity Capital Markets (ECM) in Tallinn, Estonia refer to the platforms and legal frameworks enabling companies to raise capital by issuing shares and other equity-linked instruments to investors. Tallinn, as the capital and financial center of Estonia, boasts a dynamic ECM environment with a robust legal infrastructure harmonized with European Union standards. The Tallinn Stock Exchange, part of Nasdaq Baltic, serves as the main marketplace for public offerings and secondary trading of shares. Local regulations focus on promoting transparency, investor protection, and efficient corporate fundraising.

Why You May Need a Lawyer

Navigating ECM transactions can be complex for both companies and investors due to stringent regulatory requirements and the need for meticulous documentation. You may need a lawyer if you are:

  • Planning to undertake an Initial Public Offering (IPO) on the Tallinn Stock Exchange
  • Raising funds through private placements or public offerings of shares
  • Structuring mergers, acquisitions, or reverse takeovers involving share-based considerations
  • Complying with ongoing disclosure and reporting obligations as a listed company
  • Seeking to understand shareholders’ rights and governance structures
  • Dealing with cross-border listing or investment into Estonian companies
  • Responding to regulatory investigations or compliance enforcement actions

An experienced ECM lawyer can help ensure transactions meet legal requirements, reduce regulatory risks, and protect your interests throughout the process.

Local Laws Overview

Estonia’s ECM framework is shaped by domestic laws and European Union directives. Key legislation includes the Estonian Securities Market Act and the Commercial Code. The Financial Supervision Authority (Finantsinspektsioon) is the principal regulator, overseeing public offerings, listing procedures, and ongoing supervision of market participants.

  • IPO and Listing Requirements: Companies must meet robust eligibility and disclosure standards to be listed on the Tallinn Stock Exchange, including the submission of a prospectus approved by the Financial Supervision Authority.
  • Prospectus Obligations: Public offerings above a certain threshold require a detailed prospectus outlining financials, risks, and business plans, in line with EU Prospectus Regulation.
  • Market Abuse and Insider Trading: Adherence to the Market Abuse Regulation is mandatory, with strict rules against insider dealing and market manipulation.
  • Corporate Governance: Listed companies must follow transparency and reporting standards as set by the Estonian Corporate Governance Code.
  • Shareholder Rights: Laws provide comprehensive rights for minority shareholders, including voting, information access, and challenging board decisions.
  • Cross-Border Transactions: EU passporting rules allow smooth cross-border capital raising within the EU/EEA with a single approved prospectus.

Frequently Asked Questions

What is the process for conducting an IPO in Tallinn, Estonia?

Companies must prepare detailed offering documents, undergo financial audits, obtain approval from the Financial Supervision Authority, and comply with the listing rules of the Tallinn Stock Exchange. The process typically includes due diligence, prospectus preparation, regulatory review, and investor marketing.

Are there minimum capital requirements for public offerings?

Public companies must meet minimum share capital requirements as outlined in the Estonian Commercial Code and the stock exchange’s listing rules. The exact amount depends on the market segment and company structure.

What documents are needed for a public equity offering?

Essential documents include the approved prospectus, financial statements, corporate governance reports, shareholder agreements, and legal opinions, among others.

Can foreign companies list on the Tallinn Stock Exchange?

Yes, foreign companies can list their shares on the Tallinn Stock Exchange, subject to meeting the same regulatory requirements as Estonian issuers and recognition of their home country’s regulatory framework by Estonian authorities.

Is it possible to conduct a private placement in Estonia?

Private placements are allowed and typically do not require a prospectus if shares are offered to a limited number of qualified investors or fall below specified thresholds set by law. Legal advice is important to structure these in compliance with relevant exemptions.

What is the role of the Financial Supervision Authority?

The Financial Supervision Authority supervises public offerings, prospectus approvals, ongoing disclosure, and market conduct. It also enforces compliance with local and EU financial regulations.

What are the ongoing obligations for listed companies?

Listed companies must disclose periodic and ad hoc information, adhere to market abuse regulations, ensure proper corporate governance, and maintain transparent investor communications.

How are shareholder rights protected in Estonia?

Shareholder rights are safeguarded by the Commercial Code, providing powers such as voting, access to company information, dividend rights, and legal remedies against board decisions or abuses.

Are there restrictions on insider trading?

Insider trading is strictly prohibited and regulated under the Market Abuse Regulation. Breaches can lead to severe administrative and criminal penalties.

How can legal counsel help throughout the ECM process?

Legal counsel guides clients through regulatory compliance, documentation, negotiations with regulators and investors, risk mitigation, and post-listing obligations to ensure smooth and secure transactions.

Additional Resources

  • Financial Supervision Authority (Finantsinspektsioon) - Regulatory body for securities markets in Estonia.
  • Nasdaq Tallinn Stock Exchange - Main marketplace for equity securities in Estonia.
  • Estonian Chamber of Commerce and Industry - Offers support for businesses navigating legal and regulatory matters.
  • Estonian Bar Association - Directory of qualified lawyers specializing in ECM and securities law.
  • Ministry of Finance of Estonia - Provides updates on legislative changes impacting capital markets.

Next Steps

If you require legal assistance with Equity Capital Markets in Tallinn, Estonia, consider taking the following steps:

  • Clearly define your goals, whether it is fundraising, going public, or investing
  • Gather all relevant company documentation and financial statements
  • Consult with a licensed lawyer experienced in ECM and Estonian securities law
  • Prepare for a consultation by outlining your questions and concerns
  • Ensure your legal advisor is familiar with cross-border regulations if your transaction involves international elements
  • Stay updated on regulatory developments that may affect your plans

Seeking early legal advice will help you avoid costly errors, meet regulatory deadlines, and achieve your equity capital objectives efficiently and securely.

Lawzana helps you find the best lawyers and law firms in Tallinn through a curated and pre-screened list of qualified legal professionals. Our platform offers rankings and detailed profiles of attorneys and law firms, allowing you to compare based on practice areas, including Equity Capital Markets, experience, and client feedback. Each profile includes a description of the firm's areas of practice, client reviews, team members and partners, year of establishment, spoken languages, office locations, contact information, social media presence, and any published articles or resources. Most firms on our platform speak English and are experienced in both local and international legal matters. Get a quote from top-rated law firms in Tallinn, Estonia - quickly, securely, and without unnecessary hassle.

Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation. We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.