Greetings from our Managing Partner 52010: The year that was 72010 in numbers 17Transactions 18 M&A and Private Equity 18 Fund Formation 19 Capital Markets 20 Banking, Finance and Restructuring 21 Environment and Infrastructure 22 Construction & Real Estate 23IP & Technology 24 Media & Technology 24 IP Litigation 25Dispute Resolution 26 Employment & Labour 26 Shipping, Transportation and Insurance 27 Assosiations & Foundations Antitrust & Marketing Law 28Tax 292010 in the Baltics 30 Estonia 30 Latvia 34 Lithuania 36

This year we proudly celebrate the 100th anniversary of the founding of our law firm. Our long history is a source for celebration. It is also a time to look brightly towards tomorrow. The 2nd century awaits to be solved. Come be a part of our future.

www.borenius.com

The transaction market started slowly in 2010, but we saw in-creased activity on multiple fronts towards the second-half of the year. While uncertainties remain as to whether the fi-nancial crisis is now contained, the general sentiment is that Europe will rebound. I am extremely proud of the work done by our lawyers in helping client companies navigate through this unprecedented economic downturn.

Loan portfolios for many firms need refinancing in the next two years, and we expect the real estate market to see heightened activity. Dispute resolution claims have returned to normal levels, which is also an indicator of stabilisation. Our tax attorneys advised many clients on tax-saving issues and also the tax implications of striking deals, once the time is ripe. Also noteworthy is the significant increase in phar-maceutical patent litigation cases, which is attributable to the business cycle this industry is experiencing.

In 2010, we welcome skilled practitioners with specialised competence in environmental law and infrastructure issues. This is a sector where we see growing needs, as regulations become tighter and sanctions stricter.

Baltic colleagues that form part of the Borenius Group are

also experiencing recovery following some of the worst mar-ket conditions imaginable. The merger of our Lithuanian partner strengthens the Borenius Group even more.

We have an important 100-year anniversary upon us. We see this as a moment to celebrate, and also a time to sharpen our skills. As we close the first century and leave behind one of the most challenging periods in recent his-tory, we end 2010 on a positive note. Our firm has record-ed modest growth after two flat years.

The complex mandates we receive each year motivate us to be the best legal practitioners possible. Thank you for choosing to work with us.

Jari VikiöManaging PartnerJari VVVVikiöM i P

Many of our complex construction, energy and infra-structure projects have environmental and infrastruc-ture law issues that need resolution. Environmental law also often comes up in other corporate transac-tions. In response to the growing need for expertise in these areas, this year we established an Environment and Infrastructure practice group.

The team is led by Casper Herler, a new partner to the firm. We are also joined by Klaus Metsä-Simola,

a senior associate who is known for his expertise in zoning and the legal aspects of environmental protec-tion, nature conservation and natural resources. Our ability to offer environmental law and infrastructure services complements our full-service portfolio. We continue to provide clients with added-value from one service provider in areas relevant to the markets we serve.

new partnersAndreas Doepel is the head of our Nordic desk and the corporate law competence group. He regularly ad-vises on mergers and acquisitions and contract law matters. Andreas also serves as our top specialist in complex issues related to company law.

Casper Herler leads our new Environment and Infrastructure practice group. He represents clients in a wide range of issues related to environmental law and infrastructure. Casper is regularly involved in as-sessing the environmental liabilities in transactions. Clients recognise him as the leading Finnish mining attorney.

Markus Kokko heads the Dispute Resolution and Insolvency team. He has wide experience in high-pro-file litigation related to banking and financial servic-es, mergers and acquisitions, insolvency, employment, business secrets, harmonisation of EU legislation and damages related to authorities’ decisions. He also rep-resents clients in white collar crimes and securities litigation.

Samuli Simojoki advises on intellectual property rights, technology law and media issues, as well as on strategies related to intellectual property rights. He has wide experience in technology commercialisation and IPR transactions. Samuli also represents clients in assignments dealing with privacy and electronic communications networks. He heads our Media and Technology team.

new specialist partnersMaria Carlsson specialises in mergers and acquisi-tions with particular emphasis in venture capital and intellectual property. Maria’s experience includes rep-resenting clients in private equity and venture capital matters, cross-border transactions, IP commercialisa-tion, and information and communications technol-ogy agreements. She heads the firm’s Venture Capital practice.

Jari Gadd heads the firm’s Tampere office. He advis-es on intellectual property and dispute resolution is-sues. In addition, he has wide-ranging experience in intellectual property litigation. Jari also regularly rep-resents clients in mergers and acquisitions, corpo-rate law, commercial contracts, torts and insolvency matters.

Lasse Laaksonen represents clients in both conten-tious and non-contentious intellectual property and technology law. He has wide experience in strategic contractual issues, litigation and transaction arrange-ments, such as outsourcing, procurement and licens-ing. Lasse also advises on issues related to the law of associations.

welcoming our new talentOur ability to offer pre-eminent legal services comes from the fact that we attract and retain the best practi-tioners. This year we warmly welcome four new part-ners three specialist partners to the firm. We greatly value the individual skills each person brings to the important assignments entrusted to us. Their dedica-tion and commitment enhances our ability to serve our clients with a zealous commitment to the law that results in the highest standards of excellence.

we are a great place to work, says survey

Our firm received top rankings in the Universum Professionals survey, which was conducted by Universum Finland in October and November 2009. The survey investigated which companies are consid-ered ideal employers by their professionals. Employee career goals and the drivers for employer attractive-ness were also researched.

We ranked number one among the legal profes-sionals who participated in the survey. The firm re-ceived especially high scores among senior profes-sionals (respondents with more than eight years of working experience). The top drivers of employer at-tractiveness were having a work/life balance, competitive salary, challenging work and a variety of assignments.

building strong alliances across borders

Keeping clients and Nordic colleagues informed of developments in the market environment is an im-portant part our practical approach to providing le-gal services. This year we once again arranged several breakfast seminars on vital issues impacting business-es in our region.

Additionally, we participated as a strategic part-ner in the Mergermarket Nordic M&A and Private Equity Forum held in Stockholm last May. The fo-rum is described as the most important event for the mergers and acquisitions and private equity market in the Nordics. This year’s keynote speaker was Björn Wahlroos, chairman of the board for Sampo and UPM-Kymmene.

Our firm teamed up with Mergermarket as the ex-clusive Finnish law firm partner for the event. Over 200 delegates participated in discussions on the state of the deal market, including a panel discussion on a deal guide to Finland with partner Andreas Doepel and three other industry leaders.

active membership in the finnish bar association

Risto Sipilä has been elected vice president of Finnish Bar Association for the 2010–2013 term. The associ-ation regulates our profession and supervises that members of the Bar adhere to the legal and ethi-cal rules regulating the practice of the profession in Finland. Risto will continue his work for the firm while occupying the vice presidency. This important position of trust gives Risto a first-hand opportunity to take an active part in shaping vital issues facing to-day’s legal professionals.

Additionally, Minna Saarelainen was chosen as the chairperson for the employment law expert commit-tee. In this position, she will coordinate the drafting of executive opinions from the Finnish Bar Association with regards to any proposed legislative changes in the employment law sector.

commentators recognise our excellence

Our firm was again this year awarded with several ACQ Country Awards. We were chosen as Law Firm of the Year for Finland in the following categories: Private Equity, Intellectual Property and Shipping and Maritime.

The Global Law Experts has awarded us with the 2010 Finnish Competition Law Firm of the Year award. Additionally, we were chosen as Law Firm of the Year for Finland by the InterContinental Finance Magazine Global Awards for 2010. International Tax Review has ranked us a tier 1 transaction tax firm in Finland.

This year we were also awarded the Finnish IP Firm of the Year as a result of a World IP Survey conducted by the respected Managing Intellectual Property publication. The survey provides a rank-ing of firms based on in-depth market research, along with peer and client reviews in 65 jurisdictions.

teaching employees what is allowed and what is not

Understanding the legal lines where employees are unwittingly engaging in price fixing or other car-tel activities is a critical part of business operations. Through Edita, a leading Nordic communications ser-vices provider, we offer companies an inexpensive and easy-to-follow question-and-answer test that teach-es what activities are allowed and what activities break the law. The Electronic Compliance Programme in-cludes the simple exam and a short video that walks employees through compliance issues and potential trouble spots. The programme takes about 45 minutes and is available in Finnish.You can find out more at http://www.edilexpro.fi/verkkokoulutus.

publication of timely tax guidebookThe owners of a significant amount of companies in Finland are nearing retirement age and, as a result, important taxation issues have come to the forefront in situations where there is a change of generation. In response, attorneys Janne Juusela and Sami Tuominen wrote a book called Sukupolvenvaihdoksen vero-tus (Taxation in a Change of Generation) (WSOYpro 2010). It provides advice on the changeover process from a tax perspective and discusses tax planning op-portunities. Both of the authors have wide experience in Finnish and international taxation.

adding fairness to it purchase contracts

This year the firm published the IT2010-korjaussarja™, a publication that helps small- and medium-sized Finnish businesses modify the standard terms and conditions provided in the newly published IT2010.

IT2010 is a publication of five industry associa-tions. It serves as a standard guideline used during the sale and purchase of IT products and services. With the help of our IT2010-korjaussarja (translated as the “IT2010 Repair Kit”), the IT2010 standard terms and conditions are modified to reflect more reasonable contractual interests of the buyer without impacting the seller’s price. As such, the modifications in the re-pair kit present a fair and balanced alternative to the IT2010. The IT2010-korjaussarja is provided free-of-charge in Finnish on our website.

stopping thieves in their tracksWe became a member of the Coalition Against Piracy (CAPIP.EU) this year, a service network covering 29 different countries and consisting of 23 law firms in the European Union, Norway and Switzerland. We are the only Finnish member of the network. CAPIP fights against piracy and counterfeit goods by offering a standardised tool used throughout Europe by pro-prietors of brands, patents, models and copyrights. The network provides access to a centralised web ser-vice for identifying, following and destructing coun-terfeit goods.

acting green is more than empty words

The values outlined in our Social Responsibility Programme include that we act as a good corporate cit-izen, which is why we made it our goal to achieve the WWF’s Green Office certification last year. We have now taken significant steps forward in lowering our en-vironmental impact. We introduced two-sided print-ing as a default setting in our computers, which has re-duced our paper consumption significantly in 2010.

As a part of the renewal of office accessories, we use calendars that have permanent covers: only the contents are changed. We have also stopped using dry-cell batteries and have switched to using recharge-able batteries in office appliances. In late 2010, we or-dered a test batch of decomposing plastic folders that we plan to use in 2011 should their quality prove suffi-cient. During 2010, we awarded our personnel for cy-cling to work and for renouncing the use of personal printed statute books.

Added together, these are concrete ways we are do-ing our part to use resources more efficiently.

photography that touches the soul 

We believe all memories are important, which is why this year our attorneys assisted photographer Niki Strbian to create a non-profit organisation called Wounded Angels. Photographers volunteer their time by offering free portrait photography to fami-lies with very ill children or prematurely born infants, and to families with small children where a parent or both parents have discovered they are critically ill. Photographs taken at these moments are true remind-ers of the love family members feel for each other. In practice, Wounded Angels is an umbrella organisation that connects photographers and families.

Our attorneys prepared the starting documents for the association and also the contracts between the customer and Wounded Angels and between Wounded Angels and photographers.

using the law to help the baltic seaThe Baltic Sea is among the most polluted waterways in the world and finding a way to restore it to health is our common concern. Since its founding in 2008, we have assisted The Baltic Sea Action Group (BSAG) in its efforts to save the sea. This year we provided legal advice on administration of the monetary relief grant-ed to the organisation, taxation questions concern-ing the foundation’s activities, interpretation of the Finnish Foundations Act, as well as advice on issues related to the legal representation of the foundation.

Through our joint efforts with the BSAG, we have dedicated ourselves to the goal of a clean Baltic Sea.

creating lasting bonds with youngsters

We continued our co-operation with Icehearts Ry this year by providing the non-profit organisation with a direct monetary contribution. This an important way we can show our support for a unique programme that reaches out to school-aged boys who are showing signs of trouble at home and in school.

Working together in a sports team is just one part of the overall efforts. Icehearts professionals walk hand-in-hand with children all the way through the critical teenage years. We are proud of the work done by Icehearts in providing a caring environment that lets our future generations reach their full potential.

Turnover by Business Area

IP & Technology, IP Litigation 23 %Transactions (incl. M&A and Capital Markets) 18 %General Corporate 12 %Litigation/Arbitration/Mediation 11 %Banking & Finance 7 %Tax 5 %Insolvency 4 %Labour Law 4 %Antitrust and Marketing Law 3 %Real Estate, Construction and Environment 3 %Fund Formation 2 %Others, incl.Shipping & Transportation 8 %

Total 100 %

Assingments by Practice Areas

IP & Technology, IP Litigation 23 %Labour Law 17 %General Corporate 15 %Transactions (incl. M&A and Capital Markets) 8 %Litigation/Arbitration/Mediation 6 %Tax 6 %Real Estate, Construction and Environment 4 %Banking & Finance 3 %Antitrust and Marketing Law 3 %Fund Formation 2 %Insolvency 2 %Others, incl.Shipping & Transportation 11 %

Total 100 %

The turnover for 2010 increased slightly, totalling to more than 27 million euros.The biggest practice areas were IP & Techno- logy and IP Litigation, which accounted for ap-proximately 23 per cent of the firm’s turnover.Growth was fastest in the areas of IP & Technology/IP litigation and General Corporate.

As in past market cycles, we continued our role in as-sisting premiere private equity houses in their buying and selling arrangements. We were leading partici-pants in the major auctions that took place in Finland and brought our expertise to some of the biggest deals in the market in terms of monetary value.

One of the hallmarks of our firm is our practical approach to providing legal services. In this market environment, that meant discussing with clients var-ious creative means to structure transactions. As the market stabilises, we continue to provide the strategic advice that ensures are clients are able to secure busi-ness opportunities as they arise.

representative assignmentsWe advised the Bankruptcy Estate of Inion Oy in the sale of all of the business assets of Inion Oy to Naton Medical Finland Oy (an affiliate of Beijing Naton Technology Group Co., Ltd).We represented CapMan and Langholm Capital in the sale of shares of Lumene Oy.We represented Amanda Capital Plc in its ex-change of shares with Amanda Capital Plc, eQ Asset Management Group and Advium Corporate Finance Ltd. The combined entity is a domestic player that specialises in private equity and alter-

native asset management, traditional asset man-agement and corporate finance advisory.We advised the CapMan funds and the minori-ty shareholders of OneMed Group Oy in the sale of OneMed Group Oy (a leading medical supplies company in northern Europe) to 3i, an interna-tional private equity investor listed on the London Stock Exchange.We advised OpenGate Capital in its acquisition of Kotka Mills from StoraEnso.

The team’s work involves advising fund sponsors in fund formation, drafting the relevant agreements and evaluation of tax considerations. We also regularly as-sist institutional investors in their investments in both domestic and foreign funds.This year the relatively slow movement in fundraising continued. On the other hand, changes in the market have brought different assignments, such as restruc-turing the management of funds and secondary trans-

actions. The sluggish pace in this sector is attributable to the economic malaise and to legislative changes af-fecting the fund management industry. We are closely monitoring developments resulting from the EU Alternative Investment Fund Managers (AIFM) directive, which will create a new regulato-ry and supervisory framework. We are ready to assist our clients in interpreting the provisions well before any new regulations take hold.

representative assignments We advised Ahlström Capital in the establishment and fund documentation, as well as in the tax as-pects, relating to AC Cleantech Growth Fund I Ky.We advised Pohjola Private Equity Funds in con-nection with the formation of a EUR 200 million secondary fund and the acquisition of a secondary portfolio.We advised CapMan in the formation of its first “project-specific hotel fund”, intended to be the first of many.We represented Vicus Capital Advisors in relation to the formation of its second property fund in-vesting in the Baltics.We represented institutional investors in a trans-action where the management of several funds was transferred to a new management company.

This year significant activity was present in relation to takeovers and, in this sector, foreign players were prevalent. We also provided detailed securities law ad-vice to public company clients, their shareholders and boards of directors. Our assistance often related to the legal implications of a variety of actions, including takeover procedures, ownership restructuring pro-cesses, securities filings and disclosure issues.

The initial public offering market remained qui-et in 2010, as potential listing candidates were hesitant to test the public appetite for new shares. Next year we expect more clarity in interpreting the provisions of the Securities Market Act, as the law is currently un-der revision. We are closely monitoring the process and are reporting to clients the final details once they are known.

market. For borrowers, our intimate understanding of the law, coupled with our good connections to local banks, allows us to structure transactions so that they secure the best options possible.

representative assignmentsWe acted as Finnish law legal advisors to the Coordinating Committee (representing all major financial institutions that are lenders to Myllykoski Oyj) in the refinancing and restructuring process of Myllykoski Oyj.We advised OneMed Group Oy in connection with the refinancing of OneMed Group Oy.

Roughly two-thirds of our assignments this year in-volved the recirculation of so-called old money through restructuring or refinancing. But in the last quarter we saw signs that market activity for man-agement buyouts, leveraged buyouts and other M&A transactions showed signs of improvement.

The team regularly represents commercial banks, investment banks, borrowers and private equity funds in the financing of corporate and real estate transac-tions, ship financing, and debt restructuring. We also advise on bank regulatory issues.

Our workload has direct links to developments in the greater economy. This year that meant assisting commercial lenders or borrowers in finding oppor-tunities that allows businesses to continue or exit the

We advised Nordea Bank Finland Plc in connection with a EUR 100 million secured multicurrency re-volving facility for Talvivaara Mining Company Plc.We represented Nordea Bank Finland Plc in con-nection with a EUR 60 million senior facili-ty for a real estate fund managed by Suomen Hypoteekkiyhdistys/Suomen AsuntoHypoPankki OyWe advised Eltel Group Oy, Eltel Networks Oy and Eltel Networks Pohjoinen Oy in connection with the restructuring of the Eltel group’s EUR 535 mil-lion senior facilities and EUR 75 million mezza-nine facility.

Our newly established Environment and Infrastructure practice group represent clients in con-tentious and non-contentious assignments involv-ing environmental, land-use, energy, infrastructure, chemical and mining issues. We regularly review doc-uments prior to their filing in order to help our clients avoid some of the pitfalls that might cause project de-lays. Some of our litigation work involves contesting licenses, permits or land-use plans that are denied by administrative authorities.

Our work also involves significant amounts of gov-ernment relations. We assist industrial companies and associations in safeguarding their interests on the leg-islative front. The team consists of Finland’s premiere mining expertise. We provide consultation on new projects and on-going representation for existing in-dustrial operations.

representative assignments We successfully represented Talvivaara in a dis-pute regarding its environmental permit security.We assisted the Regional Council of Etelä-Savo in defending the allocation of several new major re-tail units in the regional plan.We assisted the Finnish Extractive Resources Industry (FinnMin) in governmental relations re-lating to significant reforms of mining, waste and tax legislation.We assisted several large industrial companies on soil and groundwater liability issues.We assisted an industrial client in a matter involv-ing nature conservation values on the activity area.)

This year we once again represented real estate inves-tors and companies wanting to buy or sell properties located in Finland. Our intimacy with local laws gives us the specialised competence to advise clients on the value of existing lease agreements and the peculiari-ties of owning commercial property in Finland, which is often held as a mutual real estate company. Our attorneys also assisted construction companies and their clients in both assignments related to con-

representative assignments We advised ICECAPITAL Housing Fund II in the redevelopment of the Myllypuro shopping cen-tre in Helsinki, carried-out in co-operation with Citycon and NCC Construction, including the ac-quisition of a residential building.We advised Tamar Capital in the EUR 20,000,000 sale of two Finnish industrial properties to OP Henkivakuutus Oy.We advised a Finnish city in the planning of the enlargement of a harbour.We advised WH2005/Niam III East Holding (a joint venture of Niam and The Whitehall Street Funds / Goldman Sachs) in the sale of properties in Oulu and Pori.We successfully represented Finavia in the Helsinki District Court in a matter regarding de-fects in the contractor’s performance in two large infrastructure projects.

struction projects and litigation. We saw a continuing upward trend in construction disputes, which corre-sponds to the increased amount of building, as com-pared to the previous two years.

The addition of skilled practitioners in envi-ronmental and infrastructure matters brings us vi-tal expert capabilities. We see our ability to analyze environmental, zoning and land use issues as an im-portant part of the assignments we represent.

For all companies, protecting the processes behind what they do goes to the very heart of their business operations. We are on the leading edge of providing services that safeguard the intangible assets and tech-nologies that are vital to any enterprise.The Intellectual Property and Technology team com-prises two practice groups: Media and Technology and Intellectual Property Litigation. We are recog-nised leaders in the field of IP and technology and have over the years built a reputation not only as knowledgeable specialist lawyers but also as experts with the capability to offer true experience and crea-tive solutions that work in the real world.

We saw a significant amount of transactions in the media sector this year and a burst of exciting new business models in several fields of business. Our as-signments included assisting firms in their invest-ments in both new and established companies and ex-its, technology transfers, licensing arrangements and procurement projects. We also represented a signifi-

cant number of foreign companies in technology-re-lated transactions or other deals with domestic firms.

Clients from China are increasingly looking to es-tablish joint ventures or buy technology, companies and production lines. Our team was strengthened by a Chinese-trained lawyer who provides us an in-house capability to assist our clients in native Mandarin.

representative assignments We advised the City of Tampere in the sale of its public utility, Tampere Information Technology Center (TIO), to Fujitsu Service Oy and TeliaSonera Finland Oyj.We advised a coalition of Finnish broadcasters and content rights holders in a case against TV-Kaista, a company offering centralised on de-mand TV channel recording services.We advised Pernod Ricard, the world’s co leader in wine and spirits, in relation to their intellectu-al property, marketing and regulatory matters in Finland.

Borenius Group successfully represented one of the world’s largest global newspapers, Metro International SA in simultaneous trademark can-cellation actions in the Baltic countriesWe advised Aller Media Oy on IP rights acqui-sition arrangements. Aller Media is the Finnish branch of the leading publisher of entertainment and TV magazines in the Nordics. We also as-sisted Aller Media Oy’s subsidiary Suomi24 Oy, the biggest social media in Finland. We assisted Suomi24 in a variety of ICT related agreements and in legal issues related to the launch of new services.We represented a number of Finnish and Nordic media and technology companies, such as Northern Alliance Oy, Aldata Solution Oy, AinaCom Oy, Canatu Oy, WOT Services and Conmio Oy, in various legal matters, including li-cense agreements, project agreements and invest-ment rounds.

MEDIA & TECHNOLOGY

Our IP Litigation team saw significant growth again this year. Pharmaceutical patent litigation was excep-tionally active, followed by traditional patent litigation cases in other fields of industry. We were also active in representing our clients in dispute resolution relating to other intellectual property rights, technology and IT supply agreements. We also saw an increase in the number of IT disputes in 2010.

A noteworthy steadily growing trend in our prac-tice is our involvement in arbitration cases in both do-mestic and international proceedings related to con-tracts, licensing arrangements and technology in the fields of life sciences, information technology and the manufacturing of electronics. We also had a num-ber of trademark cases and represented companies in the food industry and in cases held before the Market Court of Finland dealing with unfair business prac-tice disputes.

representative assignments We successfully represented a pharmaceutical com-pany KRKA in a patent litigation case against Merck & Co, Inc. before the district court of Helsinki. District court accepted KRKA’s non-in-fringement declaratory action and rejected Merck’s infringement action.We successfully represented ratiopharm in an ex-tensive patent litigation case concerning Eli Lilly’s blockbuster drug Zyprexa. The Helsinki District Court accepted ratiopharm’s declatory action and rejected Eli Lilly’s infringement action in May 2010.We successfully represented Finnish steel and concrete connections manufacturer Anstar Oy in patent infringement action against a Finnish competitor.

We represented successfully VitaeLab AS before the Market Court in an unfair business practice and slavish imitation case by defending their well-known brand VITAEPRO against a Finnish distrib-utor of nutritional supplements.We successfully represented our client Actavis in a patent litigation case relating to active ingredient Valsartan where Novartis AG sought preliminary injunction against our client at the Court of Appeal.We successfully represented the U.S.-based mul-tinational agricultural biotechnology corpora-tion Monsanto Technology LLC in Finland togeth-er with other Borenius Group offices in respective Baltic countries in customs surveillance actions concerning a shipment of suspected counterfeit pes-ticides entering the Baltic Sea.

IP LITIGATION

We have the largest dispute resolution practice in Finland and, as such, have the resources and capa-bility to represent clients in their extensive and most high-profile cases. This year we provided representa-tion in a number of extensive construction disputes and sensitive employment matters. Litigation related to various commercial agreements and supply agree-ments were also noteworthy, as well as disputes in re-lation to mergers and acquisitions. Our expertise in shipping and transport allowed us to handle a number of complex cases in this specialised field.

Each year we set a high standard of quality and excellence while also remaining approachable to the people who entrust us with their most sensitive legal matters. For all our assignments, we aim to simplify the legal question and find a pragmatic solution.

representative assignments We represented a Finnish public entity in extensive litigation concerning a contractor’s liability related to defects in asphalt during a guarantee period.We represented the State of Finland in an indem-nification dispute regarding the Finnish Ministry of Environment’s decision on type approval.We represented a major Russian fur auction or-ganiser in a dispute against a Finnish freight for-warder and bonded concerning applicability of general terms. We represented a Finnish publicly listed leasing company against a leading global clothing retail-er in multimillion arbitration regarding damages based on a lease agreement.We represented a leading UK provider of waste management solutions in a dispute in ICC arbitra-tion regarding the purchase of an industrial plant.

We saw a significant amount of assignments this year related to company redundancy and co-operation pro-cedures. Some companies used the static market en-vironment to their benefit in order to restructure em-ployee benefit schemes.

Our team was involved in significant litigation re-garding pension benefits during instances where man-agement retire early. We were also involved in trans-actional assignments where companies are sold or new companies establish a presence in Finland. Representing clients in arbitration disputes is also an important part of our work.

representative assignments We represented Iittala Group Oy Ab in various employment law matters and in two disputes deal-ing with employee termination.We represented Reebok Finland Oy in various em-ployment law matters and in a litigation case con-cerning discrimination.We represented the City of Järvenpää in litigation concerning the termination of an office.We represented City of Orivesi in litigation con-cerning the change of official duties of a certain official.

EMPLOYMENT & LABOUR

We regularly advise on high-profile cases dealing with insurance, cargo underwriting and casualty matters and this year was no exception. Our dedicated team of specialists continued their role in offering complete maritime and transport services. One of our core ser-vices is handling all types of claims for our insur-er clients. But more than just shipping, this year once again we represented client needs in the entire logis-tics chain, including road transport and aviation.

In addition to our strength in litigation, we regu-larly bring our expertise to a wide-range of transac-tional assignments to make sure clients are fully pro-tected in all their transport needs.

representative assignments We represented the shipowners when a vessel grounded in Finland. We represented the cargo underwriters in loss of valuable cargo during transport to Russia. We represented the interest of a charterer in dis-putes relating to the actions taken by Finnish unions. We have successfully represented various ship-owners reclaiming fairway dues. We represented cargo underwriter in court cases relating to damage of cargo during sea transport.

the Associations & Foundations team assists Finn-ish associations and foundations in all of their legal needs. In 2010, the team saw a significant increase in their workload as a result of representation in a num-ber of new high-profile cases. The team members were also active in legislative initiatives and provided ex-pert advice to the Ministry of Justice in relation to the law of associations.

representative assignments

Finland in pending disputes including a litigation over membership fees involving a substantial monetary in-terest (appeal pending).

-ics students in relation to several cases arising from the merger of several Finnish Universities, including widely covered disputes.

-ations and foundations in mergers of their operations and assets.

and foundations in respect of operational changes ne-cessitated by the Political Parties Act and in respect of issues relating to alleged prohibited election financing.

drafting the code of foundation governance.

SHIPPING, TRANSPORTATIONASSOCIATIONS & FOUNDATIONSAND INSURANCY

This year our attorneys lobbied the Finnish govern-ment to adopt a new postal law that would lower the barriers for entry. This work for a client is part of our pioneering role in meeting directly with key politi-cal decision-makers to foster an environment that en-courages increased competition.

Finland is on the verge of implementing a new Competition Act that will impact several issues. One area to change concerns those instances where par-ties wish to merge. The traditional test is whether the transaction will strengthen or create a dominate posi-tion. The new test looks to whether the deal will result in a significant lessening of competition. Additionally, under existing cartel regulations, leniency is granted only to the first whistle blower. But the new law means that subsequent applicants may be granted a reduction in fines.

We draw inspiration from the challenging man-dates we receive each year, and outside commentators have taken notice. In 2010, we were voted the best an-titrust practice in Finland by both Chambers Europe and Legal500.

representative assignments We recently received an assignment from the YLE Administrative Council in organising the open consultation and assessing the overall impact of the Finnish Public Broadcaster’s new services pur-suant to the EU state aid rules. The assignment is the first of its kind in Finland. More information, including the full B&K report and all stakeholders’ views, is available at www.avoinyle.fi.We represented the national television compa-nies before the Finnish Supreme Administrative Court in a matter where the television compa-nies challenged the decision given by the Finnish Communications Regulatory Authority on the

pricing of digital television transmission company Digita Oy’s broadcasting services.We advised an agricultural producer in connec-tion to the FCA’s investigation on alleged abuse of a dominant position.We advised a construction material producer in connection to the FCA’s investigation on alleged abuse of a dominant position.We advised the Social Insurance Institution of Finland in two public procurement matters re-garding rehabilitation services before the Supreme Administrative Court.

Our tax professionals provided advice on a variety of complex transactions and financing techniques this year. We were also asked to give thoughtful represen-tation on taxation issues for private individuals and daily advice for corporate clients, alike. Assignments included providing counsel on management incentive systems, transfer pricing of multinationals and tax-ation issues in the wake of reorganisations of group structures.

The successful co-operation continues with the Taxand alliance of global leading tax advisors. Through the network, we receive the latest informa-tion on taxation techniques in other jurisdictions and have access to trusted local partners.

Rankings by outside commentators put us at the head of our field. Among other outside recogni-tions, we ranked in the top tier for our tax practice by Chambers Europe.

representative assignments We advised CapMan and Langholm Capital in the sale of shares of Lumene Oy.We advised OpenGate Capital in its acquisition of Kotka Mills from StoraEnso.We assisted the Finnish management of Ambea Group with tax issues in connection with an own-ership restructuring.

This year will likely go down in history as a period of new strategies that allowed companies operating in Estonia to adjust to the worldwide financial crisis. Lawyers for Luiga Mody Hääl Borenius used this peri-od to provide the creative solutions that allowed com-panies to move past the recession. Many of our assignments had cross-border compo-nents, showing that foreign investor interest in the Estonian market remains strong. Domestic compa-nies are also actively looking across country borders for business opportunities that will bring strategic growth over the long-term. One noteworthy trend is the increase in companies involved in the renewable energy sector. We see this as a market that has signifi-cant growth potential for the entire Baltic region.

representative assignments Banking & Finance

We advised media company Ekspress Group on a secondary public offering of the company’s shares on NASDAQ OMX in Tallinn. We pre-pared the offering, listing prospectus and other documentation. We represented Estonian-based LHV Pank on its purchasing the business of the Finnish consum-er credit firm Luottotalo Fenno. As a result of the transaction, LHV entered into Finnish banking market and offers loan services to Finnish clients. We advised LHV on the transaction structure, in-cluding the buyout of Fenno bonds, and drafted transaction documents.

We advised a syndicate of banks that included Nordea Bank, HSH Nordbank AG and DVB Bank S.E on restructuring of loans granted to Tallink Group entities (the largest ferry operator in the Baltic Sea).

M&AWe advised private equity investor BaltCap in its acquisition of 100 per cent of the shares in Air Maintenance Estonia, which was owned by Scandinavian Airlines. We carried out due dili-gence of the target company, drafted and negoti-ated transaction documents, and obtained merg-er clearance from the Estonian Competition Authority. We advised Alexela, the owner of the largest num-ber of petrol stations in Estonia, on the sale of its Lithuanian petrol station network to NASDAQ OMX Helsinki-listed Neste Oil.

We advised Fertilitas, the largest private hospital and provider of healthcare services in Estonia, on the disposal of its minority shareholding in Nova Vita Clinic. We assisted the seller in negotiating and closing the deal.

Corporate & Employment LawWe provide on-going advice on employment and corporate governance matters to the oil products trader Mazeikiu Nafta Trading House, health-care company Abbott, Helsinki-listed Outotec, a lead-ing global provider of process solutions, technolo-gies and services for the mining and metallurgical industries, and Buchen, a cleaner of large industri-al plants.

We assisted a global diversified technology and in-dustrial leader Johnson Controls in restructuring its Estonian activities.We advised ALSO, a company involved in the wholesale and logistics sector for information technology and consumer electronics, in corpo-rate governance matters and review of various agreements.

Public LawWe advised Nord Pool Spot in set-up structuring in connection with the opening of the Estonian energy market.We provided tax advisory to Swedbank, SEB Bank, Nordea Bank Estonia, Danske Bank A/S Estonia Branch and DnB NORD Bank in connection with taxation issues in an ATM outsourcing project.

We represented Estonian Oil Union in connec-tion with fuel-market, tax-related abuse, including drafting new legislation and representing major fuel wholesale, retail and terminal operators with regards to tax litigation and other matters.

Real Estate & ConstructionWe advised Tallinn TV Tower Foundation and Estonia’s largest TV and radio broadcast network operator Levira on a renovation project of the his-torical Tallinn TV Tower. We advised the client on all public procurement stages, drafted and nego-tiated engineering, construction and supervision contracts, and advised the client on issues related to EU aid.

We provided due diligence of the Estonian land portfolio and operations of Trigon Agri A/S in connection with listing on the Stockholm Stock Exchange. We advised Nelja Energia, a renewable energy op-erator, on the development and construction of multiple renewable energy projects in the Baltic area. We carried out analysis of the projects, draft-ed relevant legislative proposals, negotiated with government organisations, and prepared permit applications.

Dispute ResolutionWe advised Tallinna Küte, part of the internation-al energy concern Dalkia International, in a dis-pute regarding access to essential facilities. We represent the Estonian Ministry of Justice in a dispute regarding VEB Fund (founded by the Bank of Estonia in Russian banks) and against claims filed by Estonian enterprises whose accounts were frozen by Russian banks in 1992.

We represent the Estonian subsidiary of Swedish waste management company Ragn-Sells in dis-putes regarding public procurement procedures and tenders for granting exclusive rights in waste management for local governments in Estonia.We advised the Association of International Pharmaceutical Manufacturers in Estonia on pre-paring proposals and amendments to legislation regulating the prices of medicine and rights of phar-maceutical producers in calculating competitive pricing.

IP & TechnologyWe advised the founders of the International Arvo Pärt Center, which is promoting and archiving the music and compositional work of Grammy-award winning Estonian composer Arvo Pärt, on copy-right and IPR matters associated with the estab-lishment and activities of the centre.We advised a renewable energy operator on the conclusion of a research and development agree-ment with the Tallinn University of Technology.We represented Original Buff, a Spanish firm pro-ducing, promoting and distributing head-gear, on trademark infringement cases.

Energy LawWe advised Sumitomo Mitsui Banking Corporation on purchases of carbon-dioxide emis-sion reduction units from the state.We advised the international energy concern Dalkia International, which is the largest operator of the district heating net-works and heat producer in Europe, on the sale of Tallinna Elektrijaam.We advised on disputes with the main grid opera-tor Elering and distribution network operator Eesti Energia Jaotusvõrk regarding payment of subsi-dies to renewable energy producers (mainly wind parks).

Competition LawWe assisted Fazer Eesti, a leading confection-er, and Rimi/ICA, a significant player in the retail market, in competition law matters.We advised Swedbank, SEB Bank, Nordea Bank Estonia, Danske Bank A/S Estonia Branch and DnB NORD Bank on a co-operation project meant to evaluate the feasibility of establishing a common ATM network in the Baltics.

This was a year that saw the firm move forward fol-lowing the unheralded downturn in the global finan-cial markets. We saw a significant amount of work for our dispute resolution team, which is typical in mar-kets cycles with heightened turbulence.

Lawyers in the employment and labour practice group also handled a number of mandates involv-ing dismissals, collective redundancies and reductions of salary. However, the nature of our assignments changed in the second part of 2010. The mergers and acquisitions market became active again. While long-term predictions in this environment are difficult, the early forecast for 2011 looks cautiously positive.

Members of the banking and finance team pro-vided commentary on the drafting of new insolven-cy law for Latvia. The law was initiated in order to im-prove the current insolvency proceedings, which was one of the conditions to receiving financial assistance in an agreement between Latvia, the International Monetary fund and other international donors.

representative assignmentsLitigation

We represented Aizkraukles Banka AS in a matter against the State Revenue Service dealing with the obligation of banks to submit client information. Before the present case, it was not clearly estab-lished whether information requests from the State Revenue Service might be subjected to court con-trol. The Supreme Court of Latvia established that information requests are administrative acts that might be appealed in court.We successfully represented SIA “LKB Līzings” in a labour dispute case in the European Union Court in Luxembourg that was directed by the Latvian Supreme Court. This case is remarkable because it is the first civil procedural case directed for a pre-liminary ruling by Latvian courts and the first oral hearing for a Latvian case in the EU court with participation of lawyers from Latvia.

We represented the Latvian Banking Association in the Constitutional Court of Latvia by defending the legality of the forced sale of a mortgage mecha-nism disputed by a number of private individuals. The Constitutional Court ruled that the forced sale was legal and valid provided that the debtor was duly notified beforehand. This corresponds with the current practice of banks.

TransactionsWe provided representation in the acquisition of Solvay Pharmaceuticals by Abbott with regards to Latvian law matters, including M&A, employment, data protection and pharmacy. Our lawyers also assisted in the completion of the company’s inte-gration process in Latvia.We provided representation in the acquisition of 50 per cent of the shares of Kvadra Pak by Van Genechten Packaging N.V.

We assisted BTA AAS (Insurance), the largest in-surance company in Latvia, in a cross-border merger with its Lithuanian and Estonian subsid-iaries. We also arranged transformation of BTA Insurance into a European Company Societas Europaea (SE) by merger with its Estonian subsid-iary, thus registering the first Societas Europaea (SE) in Latvia.

IPWe successfully represented one of our clients be-fore the OHIM in an opposition procedure. We represented Metro International S.A. in litiga-tion that resulted in the cancellation in Latvia of international trademark registration with regards to a fixed class. We provided continuous representation of a num-ber of generic pharmaceutical companies in patent disputes.

Competition lawWe provided legal advice to Nasdaq OMX Riga concerning alleged abuse of a dominant position in connection with exchange fees.We represented Nielsen AC before the Latvian Competition Council regarding the data collection services provided by Nielsen AC in Latvia.We advised Contaq Latvian Cable Holding I S.a.r.l. in the Competition Council when the merger of Baltkom, IZZI and SIA “EST Risinājumi” was allowed.

Banking & FinanceWe represented the European Investment Fund in setting up a fund in Latvia within the frame-work of the European Structural Fund s̀ co-fi-nanced JEREMIE initiative, the objective of which is to providing funding to small- and medium-sized enterprises. The fund is managed by Baltcap

Latvia fund managers. We also assisted BaltCap in their first investment within the framework of JEREMIE into SIA Primekss Group, which uses a unique patented technology for construction of in-dustrial concrete floors. We provided transaction structuring, legal due diligence, negotiation and other legal advice with regards to transaction-re-lated issues.We provided continuous assistance to Darby Private Equity Fund, one of the leading private eq-uity companies in the emerging markets, in re-lation to its investments into one of the largest Latvian dairy companies.We represented American Express Limited in ne-gotiation and document drafting within the trans-formation process of a government-supported credit institution in Latvia.

This was an important year that saw the merger of Foigt & Partners / REGIJA BORENIUS and Švirinas, Mackonis & Partners LAWWAY. Our new firm name is BORENIUS / Švirinas & Partners. We are now one of the most comprehensive law firms serving the Lithuanian market.

Our merger was a response to meet the dynam-ic needs of our clients. It is our belief that the basis for excellence is the ability to provide a full-range of services that covers client needs in both contentious and non-contentious work. Our commitment to the Borenius Group is assurance that we will deliver the highest quality integrated legal solutions in Lithuania, Latvia, Estonia and Finland.

This year the market for legal service in Lithuania saw a trend of continuing stabilisation. The amount of bankruptcy, litigation and other dispute resolution mandates declined after peaking a year ago, which is a sign that businesses are entering a recovery period. Also interesting are assignments related to intellectual property in the face of important changes taking place in the media and broadcast industries.

Our firm is on the forefront of fundamental evolu-tions affecting the Lithuanian business landscape. We remain dedicated to partnering with our clients to help them meet their strategic objectives over the long haul.

representative assignmentsCorporate Law

We represented one of the leading retail trade companies in Lithuania in the process of cross-border acquisition of shares. The shares were ac-quired from one of the leading retail trade compa-nies in Latvia. Also, we represented the same client on co-ordination of the shares purchase process and preparation of necessary documents. We represented the Estonian company Alexela Oil AS in the sale of its subsidiary UAB Alexela Oil to Neste Oil Corporation.

Dispute ResolutionWe represented one of the most popular news por-tals in Lithuania in a dispute with broadcasters re-garding the re-showing of certain television shows.

Competition LawWe represented one of the leading retail trade companies in Lithuania against the Competition Council in a case of alleged prohibited vertical agreement on the resale price fixing for DVD films.

We represented a pharmaceutical company in the Competition Council in a case of vertical agree-ments between producers and wholesalers of phar-maceuticals on possible price fixing and mar-ket sharing. The case concerns application of both Article 5 of the Law on Competition of Lithuania and Article 101 of the Treaty on EU Functioning. Lawyers prepared distribution agreements of phar-maceutical products and consulted a major phar-maceutical company on competition law issues in Lithuania.

Insurance LawWe represented one of the biggest insurance com-panies in Lithuania on the possible acquisition of the business assets of another insurance company. We represented a client in negotiations concerning insurance conditions with one of the world’s larg-est credit insurance companies.

Debt RecoveryWe represented one of the largest German compa-nies acting in the area of industrial chemistry con-cerning debt recovery of LTL 500,000 from a com-pany registered in Lithuania. We represented one of the leading Lithuanian companies in the wholesale and logistics sector for information technology and consumer electron-ics in matters related to the restructuring of LTL 2,000,000 of its debt.

IPOur lawyers, together with other Borenius Group offices, worked on the Streetview project. We as-sisted an American multinational public corpora-tion acting in Internet search and advertising tech-nologies that wanted to create a virtual map with photos of streets in Lithuania. We provided legal advice on personal data protection, IP issues and online maps administration. We provided legal consulting for the biggest cine-ma motion pictures exhibitor in Lithuania on the protection of the copyright, including an exclu-sive distribution right to show the motion pictures

of world-known companies Universal Pictures International, Paramount Pictures International, Walt Disney Studios Motion Pictures International and 20th Century Fox. We represented one of the largest drink producers in a case of invalidation of trademark registration and trademark recognition of widely known.

Real Estate & ConstructionWe represented one of the leading retail trade companies in Lithuania in a package deal regard-ing the lease of retail premises for the trade of food and concomitant goods.

Shipping & TransportationWe represented a Switzerland-based transport and logistics operator in a case of carriage of goods by sea where an important issue was the detention of cargo. We represented the same client in court in a dis-pute against a company providing sea transport services for the compensation of transport fees.We represented the same client in court in another dispute against an insurance company concerning the compensation of damage for lost cargo.

Public ProcurementWe provided legal consultation to a Belgium com-pany that is a leader in the global dredging market on complex public procurement procedures so that it can win a contract to perform construction.

Together forming Borenius GroupAttorneys at law | Finland Estonia Latvia Lithuania | www.boreniusgroup.com

Borenius Group consists of law firms Borenius & Kemppinen in Finland, Luiga Mody Hääl Borenius in Estonia, Liepa Skopina/Borenius in Latvia and BORENIUS / Švirinas & Partners in Lithuania. The member firms of Borenius Group are independent and separate legal entities practicing advocacy for their own account and following their respective local Bar rules.

HelsinkiBorenius & KemppinenYrjönkatu 13 afi-00120 Helsinki, FinlandTel. +358 9 615 333Fax +358 9 6153 3499Email info@borenius.comwww.borenius.com

EspooBorenius & KemppinenInnopoli 2, Tekniikantie 14fi-02150 Espoo, FinlandTel. +358 9 615 333Fax +358 9 6153 3499Email info@borenius.comwww.borenius.com

TampereBorenius & KemppinenKeskustori 1fi-33100 Tampere, FinlandTel. +358 3 214 91111Fax +358 3 222 6002Email info@borenius.comwww.borenius.com

TallinnLuiga Mody Hääl BoreniusPärnu mnt 15, Kawe Plazaee-10141 Tallinn, EstoniaTel. +372 6651 888Fax +372 6651 899Email lmh@lmh.eewww.lmh.ee

RigaLiepa, Skopina/BoreniusLacplesa str. 20alv-1011 Riga, LatviaTel +371 6 7201 801Fax +371 6 7201 801Email advokati@borenius.lvwww.borenius.lv

VilniusBORENIUS / Švirinas & PartnersJ. Jasinskio str 16 a, 8th floorlt-01112 Vilnius, LithuaniaTel. +370 5 264 9555Fax +370 5 260 8327Email borenius@borenius.ltwww.borenius.lt