News archive

Cross-border mergers, also cross-border divisions and migrations.

From 1st February 2023, in addition to cross-border mergers, cross-border divisions and cross-border conversions (migrations) will be possible in- and outbound Estonia Starting from the next year February, EU companies can among other things migrate to another EU country without a liquidation. 07.December 2022, Estonian parliament adopted a law amending regulation on cross-border movements of EU companies. The law act transposes Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 (Directive). The purpose of the above is, inter alia, to enable companies to carry out, in addition to cross-border mergers, also cross-border divisions and migrations. In many European countries the regulation already exists. Notably, to conduct the cross-border movements, both legislatures, i.e of state of origin and destination, must allow relevant cross-border actions. For instance, migrations are now yet possible from and to Estonia, Austria, the Czech Republic, France, Germany, Ireland, Italy, Latvia, Liechtenstein, Luxembourg, the Netherlands, Poland, Spain and the United Kingdom. Notably, all EU countries must transpose Directive by 31 January 2023. Before amendment, there were cases in our practice, where Estonian company wanted to migrate itself from a public limited company into a company operating under the law of another EU state. In such a case, the business register has so far not satisfied the respective application, and the company had to go to court. It turned out to be practically impossible for companies to prepare correct documentation that could be acceptable by the commercial register and make an entry of cross-border migration in the commercial register. Since similar disputes in the past were complicated and it took years before a solution could be reached, this change is of the utmost importance and long-awaited.  Participation in cross-border mergers, divisions and migrations is possible only for private limited companies and public limited companies registered in the Estonian commercial register. In addition, the law provides that cross-border movements are prohibited both when a company is in liquidation and relevant distribution of assets has begun, and when rehabilitation or bankruptcy hasbeen initiated against company.  According to the new law, a number of cases are foreseen in which the registrar does not issue a required certificate, e.g. if the merger/division/migration does not comply with the applicable requirements, or if the cross-border movement is planned with the aim of circumventing company’s obligations etc. In addition, cross-border movement may also be rejected if it may pose a threat to Estonia’s security. Cuesta’s experts have a long-term hands-on experience in the number of processes of cross-border movements. So that the possible legal hurdles will be foreseen, evaded and relevant risks mitigated.

Proof of reserves and its flaws

Probably you have already read news about major auditors refusing to audit the crypto-whale’s proofs of reserve. Now auditors don’t want to further put at risk their reputation and are extremely cautious with anything that has “crypto” in its naming. 🔍We have seen those gaps before the current auditors exodus and, as promised, would like to share our thoughts on this topic in the material which you can read here. https://www.linkedin.com/pulse/proof-reserves-its-flaws-juscutum-attorneys-association/?trackingId=8tIhbszwyNs6e682tqUI4A%3D%3D

Liquidation of estates: what does this mean?

Liquidation is the preparation of an estate or a company (a legal entity) for distribution. But when should it be settled and what exactly does it mean?  https://kennis.bierman.nl/blog/vereffening-van-nalatenschappen-wat-houdt-dit-in?utm_content=232636487&utm_medium=social&utm_source=linkedin&hss_channel=lcp-112046

Change of name

Why do some individuals have to go on “crusades” and trample on the thresholds of the courts in order to change their name? How to maintain a balance between preserving the Lithuanian language and ensuring equal rights for all those who want to change their names and surnames? Is it really right that the new order, which came into force this year, distinguishes certain groups of society? It seems that as the world globalizes, these issues will be more relevant and painful every time. Or will the order become more liberal and easier ? It is difficult to unequivocally answer the question of what is more important, the right of a person to change the surname or the preservation of the Lithuanian language. It is clear that both things are valuable, respectable and protective. https://bit.ly/3Hycc7y

Probate

It’s no secret that probate is nothing short of a headache.

National Takeover Day

Today is National Takeover Day (from Brookz)! The year 2022 is almost over. Uncorking the champagne, that’s what we all want. But before you can toast to a successful acquisition, you as an entrepreneur still have to go through the M&A process. Are you toying with the idea of (re)selling (part of) a company? Then read on quickly, because in the M&A knowledge file our M&A specialists discuss the most important (legal) transaction documents that are part of the M&A process.  https://kennis.bierman.nl/kennisdossier-ma

The Limited Liability Shipping Company

The Limited Liability Shipping Company (the “LLSC”) Law, passed by the House of Representatives, creates a new type of corporate entity, with the ownership and operation of Cypriot vessels as its purpose.

Real estate

As the real estate market has recently expanded, demand grows, we have a number of projects in the market that have begun to develop, the completion of which is planned only in the coming years or so.

Homeoffice is on the rise … and so are Cyberattacks!

A recent study on flexible working has shown a new rise in the acceptance and permanent use of home office and remote working At the same time, the current report of German Bitkom e.V on threats to the economy shows an increase in cyber threats to companies, foremost from Russia and China in the wake of Russia’s attack on Ukraine. Especially noteworthy: Attacks now increasingly target communications and customer data. While rules on home office may allow for employees to be obliged to take care of their home office infrastructure’s security, the employer nevertheless remains responsible for overall compliance. This includes data protection and cyber security according to the GDPR and other rules. Thus, unless your company is operating in one of the (thankfully few) countries not taking offense at Russian aggression against Ukraine, it is highly advisable that you ascertain the efficiency of your its security. And make sure that remote working is tightly integrated, rather than an afterthought. Lest one finds their data privacy no longer private and the personal data of employees, clients and partners in the wrong hands. Study “Flexible Working” (German): https://lnkd.in/dU3mAjZPReport “Wirtschaftsschutz 2022” (German): https://lnkd.in/dbfZCe4Z

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