Sorainen has advised Nasdaq on the merger of the central securities depositories of Latvia, Lithuania, and Estonia into the Latvian entity Nasdaq CSD SE and its obtaining of a license to operate under the new EU regime introduced by Central Securities Depositories Regulation No. 909/2014. This allows Nasdaq CSD SE to continue to operate as the central securities depository in each of the Baltic States under a new, more robust legal framework.
Sorainen reports that its Latvian, Lithuanian, and Estonian offices "advised Nasdaq throughout this complex and ground-breaking project through all its main steps – analyzing and selecting the optimal jurisdiction for the new merged depository (2014-2015), the new operational model of the depositary to achieve maximum efficiency under the new EU legal framework whilst maintaining a safe and customer-oriented set-up (2015-2016), applying for and obtaining a license under the CSDR, and effecting the corporate merger of the three central securities depositary businesses while adopting the Societas Europea legal form (2016-2017). In the course of the cross-border merger, Eesti Vaartpaberikeskus transferred its pension register business to the newly established Pensionikeskus as required by the Estonian Financial Supervision Authority (2017). Finally, Sorainen also advised Nasdaq on changes to the legal framework in Latvia, Lithuania and Estonia in order to support the operation of the new merged depository (2016-2017)."
The Sorainen team was led by Latvian Partner Rudolfs Engelis, who commented, “helping bring this project to a successful result over the last three years has been a real test of our team’s ability to handle difficult and innovative legal issues, while working seamlessly across borders to deliver the right support and advice to our client Nasdaq. We are delighted that this has resulted in creating a joint fully capable central securities depositary in the Baltic States which will be instrumental in helping our securities markets achieve even higher targets in the future.”
The Latvian office, led by Engelis, led on regulatory and licensing matters and — led by Partner Algirdas Peksys — on corporate merger matters. The cross-border team included Senior Associates Zane Paeglite and Andis Burkevics and Associate Martins Rudzitis in Latvia, Partner Reimo Hammerberg and Senior Associates Jane Eespold, Juulika Aavik, and Katlin Hein in Estonia, and Country Managing Partner Tomas Kontautas, Counsel Augustas Klezys, Senior Associate Evaldas Dudonis, and Associates Laura Matukaityte and Aurelija Daubaraite in Lithuania.