{"id":135954,"date":"2026-04-08T11:29:14","date_gmt":"2026-04-08T11:29:14","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=135954"},"modified":"2026-04-08T11:29:14","modified_gmt":"2026-04-08T11:29:14","slug":"finland-mergers-acquisitions","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/finland-mergers-acquisitions\/","title":{"rendered":"Finland: Mergers &amp; Acquisitions"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-135954","comparative_guide","type-comparative_guide","status-publish","hentry","guides-mergers-acquisitions","jurisdictions-finland"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Procope &amp; Hornborg<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2026\/03\/ProcopeHornborg_logo_RGB.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Procope &amp; Hornborg<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2026\/03\/ProcopeHornborg_logo_RGB.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Mergers &amp; Acquisitions laws and regulations applicable in Finland<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key rules\/laws relevant to M&A and who are the key regulatory authorities?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>1.1 Finland is a member of the European Union, so EU legislation and Finnish legislation apply to mergers and acquisitions involving Finnish companies. Key rules\/laws include:<\/p>\n<ul>\n<li>the Competition Act (948\/2011)<\/li>\n<li>the Act on the Screening of Foreign Corporate Acquisitions (172\/2012) (the \u201cFDI-Act\u201d)<\/li>\n<li>Nasdaq rules on the main market, on the First North market, the New Corporate Governance Code, Helsinki Takeover Code and FIN-FSA regulations and guidelines<\/li>\n<li>The Limited Liability Companies Act (624\/2006) (the \u201cCompanies Act\u201d)<\/li>\n<li>The Securities Markets Act (746\/2012)<\/li>\n<li>EU Prospectus Regulation (2017\/1129) and EU Market Abuse Regulation (596\/2014) (\u201cMAR\u201d)<\/li>\n<li>The Sale of Goods Act (355\/1987) (usually widely excluded in the SPA\u2019s\/BPA\u2019s)<\/li>\n<li>The Contracts Act (228\/1929)<\/li>\n<li>various tax laws such as Act on the Taxation of Business Income (360\/1968) and Transfer Tax Act (931\/1996)<\/li>\n<li>The Accounting Act (1336\/1997), relating ordinance and government decree, together with the IFRS standards.<\/li>\n<\/ul>\n<p>M&amp;A transaction documents follow the same structure and content as Anglo-American transaction agreements, as is also customary in the Nordics.<\/p>\n<p>1.2 Key authorities are:<\/p>\n<ul>\n<li>the Finnish Competition and Consumer Authority (merger control),<\/li>\n<li>the Ministry of Economic Affairs and Employment (FDI procedure),<\/li>\n<li>the Financial Supervisory Authority (FIN-FSA) (finance sector supervision),<\/li>\n<li>the Finnish Patent and Registration Office, and<\/li>\n<li>the Finnish Tax Authority.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the current state of the market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>2025 was a tough year for Finnish M&amp;A. Global uncertainty, cautious investors and geopolitical tensions weighed on activity, though there were clear signs of life underneath \u2014 particularly around technology, energy transition and defence. GDP growth was essentially flat, but recovery is expected in 2026. Finnish equities had a strong year \u2014 the OMXHPI was up around 30%. Private equity stayed busy, picking up several majority stakes in industrials during Q4. The IPO market opened slightly up, too. All in all, 2025 laid the groundwork, and 2026 should see more deal activity \u2014 assuming the macro and geopolitical picture does not deteriorate significantly.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which market sectors have been particularly active recently?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Technology, Media and Telecommunications sector led deal activity over the last twelve months, accounting for roughly one quarter of all transactions, with Industrials close behind. Real Estate, Hospitality and Construction ranked third and was the only sector to grow in Q4 2025 year-on-year, while Consumer Products rounded out the top four. Foreign acquirers focused most heavily on Finnish TMT companies and real estate assets.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What do you believe will be the three most significant factors influencing M&A activity over the next 2 years?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Stabilizing interest rates and improving public market valuations are expected to narrow buyer-seller price expectations, releasing delayed transactions and supporting PE exits. Recovery is expected to be gradual, with buyout managers reporting growing opportunities while venture fundraising and exits may remain still somewhat challenging.<\/p>\n<p>Investor appetite for technology, AI and recurring-revenue software businesses remains strong, with energy and technology valuations trending upward. The green transition will direct investment into energy infrastructure, data centres and critical materials, with tax and regulatory policy playing an increasingly significant role.<\/p>\n<p>Defence will remain a strategic priority, supported by Finland&#8217;s NATO membership and rising defence expenditure.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key means of effecting the acquisition of a publicly traded company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>5.1 Acquiring a publicly traded company in Finland is primarily achieved through a public tender offer, supplemented by statutory mergers and, where applicable, squeeze-out procedures. Public tender offers are governed by the Securities Markets Act, MAR, the Helsinki Takeover Code and FIN-FSA regulations, which ensure equal treatment of shareholders.<\/p>\n<p>5.2 The most common route is the voluntary public tender offer. In a friendly takeover, the bidder and the target company typically enter into a combination agreement setting out the main terms of the offer and the co-operation of the parties. The bidder freely determines the terms \u2014 pricing, acceptance thresholds and conditionality \u2014 subject to disclosure obligations and FIN-FSA approval of the offer document.<\/p>\n<p>5.3 A mandatory tender offer is triggered when a shareholder&#8217;s voting power crosses 30% or 50% of voting rights. The bidder must then offer to purchase all remaining shares on equal terms, with conditionality limited to legally required regulatory approvals.<\/p>\n<p>5.4 Once a bidder acquires more than 90% of shares and votes, Finnish law grants the bidder the right to squeeze out remaining shareholders at a fair price; &lt;10% minority shareholders have a corresponding right to require the majority to redeem their shares, and dispute on the fair price is finally determined in statutory arbitration. Delisting typically follows after 100% is reached.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What information relating to a target company is publicly available and to what extent is a target company obliged to disclose diligence related information to a potential acquirer?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A potential acquirer can access significant amount of information through public registries: the Finnish Trade Register (annual accounts, articles of association, MD and BoD details), the Patent and Registration Office (trademarks, patents, business mortgage), the title and mortgage register (real estate, encumbrances), and the insolvency register. For listed companies, additional information is available through the target\u2019s continuous disclosure obligations.<\/p>\n<p>Finnish law does not impose a statutory obligation on a target to open its books to a potential acquirer. In practice, information disclosure is based on parties\u2019 agreement and managed through NDAs, data rooms and clean rooms, management presentations and disclosure letters. For listed targets, insider information rules impose additional constraints requiring board consent and public disclosure.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what level of detail is due diligence customarily undertaken?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In private M&amp;A the scope and detail of due diligence depend on the target company\u2019s industry and size, whether the transaction is a share or business acquisition, and the parties&#8217; relative bargaining strengths.<\/p>\n<p>In practice, the due diligence exercise is predominantly confirmatory in nature, using red flag reporting and focusing on the target&#8217;s financial position and quality of earnings (FDD), identifying and ruling out material tax risks (Tax DD), and confirming regulatory compliance and the absence of material legal liabilities (LDD).<\/p>\n<p>For listed companies, the due diligence exercise may remain on a higher level due to timing aspects and since relevant information is largely available through target\u2019s continuous disclosure obligations.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key decision-making bodies within a target company and what approval rights do shareholders have?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Finnish limited liability companies \u2014 private (\u201cOy\u201d) or public (\u201cOyj\u201d) \u2014 are governed by the Companies Act, which establishes a hierarchy of decision-making bodies:<\/p>\n<ul>\n<li>the general meeting of shareholders as supreme authority,<\/li>\n<li>the board of directors, and<\/li>\n<li>the managing director\/CEO.<\/li>\n<\/ul>\n<p>The general meeting holds supreme authority over matters allocated to it by the Companies Act or articles of association. Most resolutions require a simple majority; fundamental resolutions require at least two-thirds of both votes cast and shares represented. In closely held private companies, shareholders frequently act by unanimous written resolution without a formal meeting.<\/p>\n<p>The board of directors holds general competence over all matters not reserved for the general meeting or CEO. Board decisions are made by simple majority, with a quorum of more than half of members present.<\/p>\n<p>The CEO manages day-to-day operations under the board&#8217;s instructions and may not act on unusual or far-reaching matters without board authorization.<\/p>\n<p>A supervisory board (\u201challintoneuvosto\u201d) may additionally be established, though this body is uncommon nowadays.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the duties of the directors and controlling shareholders of a target company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Finnish companies follow a board-centric model with a mandatory board, optional CEO and, rarely, a supervisory board. Directors&#8217; core duties under the Companies Act comprise of the duty of care (acting on an informed basis, promoting the company&#8217;s interests) and the duty of loyalty (keeping the company&#8217;s interests paramount). The equal treatment principle prohibits conferring unjustified advantages on any shareholder at the expense of the company or other shareholders. Directors must also manage conflicts of interest.<\/p>\n<p>For listed target companies, the board must publish a reasoned statement on a bid \u2014 covering strategic and employment implications \u2014 no later than five bank days before the offer period expires. Defensive measures frustrating a bid generally require shareholder approval, and MAR inside information rules must be observed throughout the process.<\/p>\n<p>Controlling shareholders carry no director-like fiduciary duties but are bound by the no-undue-benefit rule and must manage flagging obligations and mandatory bid consequences. Above 90% threshold, squeeze-out and sell-out rights become relevant (see. 5.4 above).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do employees\/other stakeholders have any specific approval, consultation or other rights?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Finnish M&amp;A, employees generally have no approval or veto right over a transaction. However, the Co-operation Act (1333\/2021), applicable to employers with at least 50 employees, requires ongoing information dialogue and, where significant personnel impacts arise, change negotiations. In business transfers and statutory mergers\/demergers, employee representatives must be informed in good time about the timing, reasons and consequences of the transaction.<\/p>\n<p>Under the Employment Contracts Act (55\/2001), employees transfer automatically to the transferee in a business transfer, and the transfer itself is not valid grounds for dismissal.<\/p>\n<p>Other stakeholders hold no specific approval rights unless relevant agreements contain change-of-control provisions, which are typically addressed as preconditions to completion in the purchase agreement.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what degree is conditionality an accepted market feature on acquisitions?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The acceptability of conditionality depends on whether the transaction is public or private. In mandatory public tender offers, conditionality is restricted to required regulatory approvals.<\/p>\n<p>In voluntary public offers, there is no specific legal regulation on the content or type of conditions permitted, but conditions must:<\/p>\n<ul>\n<li>be sufficiently objective and unambiguous for shareholders to assess the probability of fulfilment,<\/li>\n<li>must treat shareholders fairly, and<\/li>\n<li>not be left to the offeror&#8217;s discretion.<\/li>\n<\/ul>\n<p>The public tender offeror may invoke a condition only if non-fulfilment is material to the acquisition. In practice, public offer conditions typically cover regulatory approvals and a minimum acceptance threshold (often set above 90% for squeeze-out purposes). MAC clauses are occasionally included but must meet the objectivity standard.<\/p>\n<p>In private M&amp;A, conditionality can be freely agreed. Buyers routinely include conditions precedent such as competition clearance and other regulatory approvals, key customer acceptance; MAC provisions, however, are mainly used in bigger deals in the Finnish market.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What steps can an acquirer of a target company take to secure deal exclusivity?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>At the early stages, the key documents are a Non-Disclosure Agreement (NDA) and a Letter of Intent (LOI). The exclusivity clause is typically agreed as a binding obligation within the otherwise non-binding LOI, alongside confidentiality, cost allocation and governing law. It may oblige the target not to accept approaches from, or negotiate with, alternative bidders and to refrain from competing transactions during the agreed term. For the acquirer, exclusivity is generally a prerequisite for committing to extensive due diligence.<\/p>\n<p>For listed targets, an exclusivity undertaking must not prevent the target&#8217;s board from evaluating a potential competing offer or otherwise acting in accordance with its duties of care and loyalty. A non-solicitation undertaking \u2014 obliging the target not to actively solicit competing bids \u2014 is, however, generally considered permissible.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What other deal protection and costs coverage mechanisms are most frequently used by acquirers?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Prior to completion, deal protection in both public and private M&amp;A may include break-up fees and\/or non-solicitation provisions and matching rights.\u00a0 Break-up fees are, however, rather uncommon in private M&amp;A.<\/p>\n<p>The Helsinki Takeover Code provides that a break fee in a public bid may be justifiable where: (i) acceptance of the arrangement and receiving the bid is, in the opinion of the target board, in the interests of shareholders; and (ii) the amount is reasonable, taking into account the costs incurred by the offeror in preparing the bid, among other things. A break fee payable by the target for a reason arising from the offeror is not, however, considered justifiable.<\/p>\n<p>Matching rights, enabling the acquirer to revise its offer to match a competing bid, can be agreed in the LOI or separately. Additional deal security measures may include non-solicitation provisions, where these are in the interests of the target company. In public bids, the bidder may also seek to obtain support from the target\u2019s major shareholders in the form of undertakings.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which forms of consideration are most commonly used?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Finnish M&amp;A, cash is the predominant form of consideration across both private and public transactions.<\/p>\n<p>In private M&amp;A, deals are most commonly structured as share acquisitions for upfront cash. Purchase price mechanics \u2014 either locked-box or completion accounts \u2014 are widely used. Earn-out arrangements (particularly in smaller deals) and holdback mechanisms supplement cash consideration to bridge valuation gaps or allocate post-closing risk.<\/p>\n<p>In public M&amp;A, a general principle under the Securities Markets Act is that all shareholders must be treated equally, meaning the same consideration must be offered to all shareholders. In mandatory bids, cash is the baseline, though securities or a mix may be offered as an alternative. In voluntary bids, the bidder may offer cash, securities or a combination, but a cash alternative must be available in certain circumstances \u2014 for instance, where offered securities are not admitted to trading, or where the bidder acquired 5% or more of voting rights for cash during a defined pre-offer or offer period.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">At what ownership levels by an acquirer is public disclosure required (whether acquiring a target company as a whole or a minority stake)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The obligation to disclose major shareholdings (flagging) is based on the Securities Markets Act, the EU Transparency Directive and FIN-FSA regulations. Shareholders and persons comparable to shareholders must notify the listed company and the FIN-FSA when holdings \u2014 including those of controlled entities \u2014 reach, exceed or fall below 5%, 10%, 15%, 20%, 25%, 30%, 50%, 2\/3 or 90% of voting rights or shares.\u00a0 Notification must be made in writing without undue delay, and no later than the next trading day after the shareholder has learnt or should have learnt of the triggering transaction.<\/p>\n<p>The obligation may arise not only through acquisitions but also through long positions in financial instruments, a combination of holdings and instruments, or passively \u2014 for example, where a shareholder&#8217;s proportional holding increases because of a share cancellation by the target.<\/p>\n<p>Certain exemptions apply for fund managers, credit institutions, investment service providers and market makers, subject to applicable conditions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">At what stage of negotiation is public disclosure required or customary?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In private M&amp;A, there is no legal obligation to disclose ongoing negotiations publicly, nor is it market practice. Parties typically wait until completion.<\/p>\n<p>In public M&amp;A, disclosure is driven by MAR and the Finnish takeover framework. Under MAR, a main rule is that a listed company must disclose inside information as soon as possible once negotiations become sufficiently precise and price-sensitive. Disclosure may however be delayed where immediate disclosure would jeopardize the transaction, provided confidentiality is maintained and investors are not misled; during the delay, the matter is treated as an insider project with strict confidentiality controls.<\/p>\n<p>A company whose securities are traded on Nasdaq Helsinki stock exchange is required to disseminate regulated information through media to ensure publication as extensively as possible in the home country and, where applicable, throughout Europe, on a non-discriminatory basis.<\/p>\n<p>Conditions and elements of uncertainty relating to financing arrangements that are essential to the evaluation of a bid must also be made public at the time the bid is disclosed.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there any maximum time period for negotiations or due diligence?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is no statutory maximum period for negotiations or due diligence. Timing is a commercial matter governed by NDA terms, the LOI, exclusivity periods and long-stop dates in the SPA.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there any maximum time period between announcement of a transaction and completion of a transaction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In public tender offers, the offer period must last at least three weeks and no more than ten weeks under the Securities Markets Act. For special reasons, it may remain open longer, provided this does not unreasonably hinder the target&#8217;s business. The FIN-FSA may extend the period upon the target&#8217;s request \u2014 for example, to allow a general meeting to consider the offer. Once the offer period ends, the bidder must promptly announce its resulting ownership and voting percentage. No statutory deadline applies for completion, as regulatory clearances may be outstanding.<\/p>\n<p>Prior to launching a bid, the offeror must ensure the availability of the necessary financing; financing may be arranged on a conditional basis, for instance subject to no material adverse change in the financing markets or in the target company, or to the bid completing on its terms.<\/p>\n<p>In private M&amp;A, there are no statutory time limits; the timetable is based on the parties\u2019 agreement and any required regulatory approvals.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any circumstances where a minimum price may be set for the shares in a target company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the Securities Markets Act, a mandatory offer is triggered when a shareholder&#8217;s holding exceeds 30% or 50% of votes. The mandatory offer must be launched no later than one month after the threshold is crossed.<\/p>\n<p>In mandatory offers, the price must be at least the highest price paid by the bidder (or a related party or person acting in concert) for the target&#8217;s securities during the six months preceding the commencement of the obligation to bid. The bidder may also be subject to a top-up and compensation obligation in certain instances. In voluntary offers for all shares, the offer price must correspond to the highest price paid by the offeror (or a related party or person acting in concert) during the six months preceding announcement. Where the offeror has made no such purchases, no minimum pricing rule is applied. Consideration must be equal for all holders of the same class.<\/p>\n<p>Where a shareholder acquires more than 90% of shares and votes, the squeeze-out procedure becomes relevant (see 5.4 above).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is it possible for target companies to provide financial assistance?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the Companies Act, a target company is broadly prohibited from providing loans, assets or security to facilitate acquisition of its shares or those of its parent. Unlike some jurisdictions, Finland offers no whitewash procedure. This typically prevents the target from guaranteeing or granting security over the buyer&#8217;s acquisition facility and may extend to post-closing refinancing where the acquisition purpose can still be established. A narrow exception exists for employee share acquisitions within distributable asset limits.<\/p>\n<p>In practice, post-acquisition mergers are used as a debt pushdown mechanism and are generally considered permissible under Finnish law. Any permitted assistance must also satisfy the unlawful distribution rules, requiring a sound business rationale for any value transfer.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which governing law is customarily used on acquisitions?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Finnish share transactions and asset transfers are primarily governed by Finnish law. Foreign governing law is rarely chosen when the target is Finnish, and Finnish mandatory legislation applies regardless of the chosen governing law.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What public-facing documentation must a buyer produce in connection with the acquisition of a listed company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Finnish law, a buyer seeking to acquire a listed company must produce, or procure the production of, several public-facing documents at various stages of the acquisition process.<\/p>\n<p>First, the buyer must publicly disclose its decision to launch a voluntary tender offer \u2014 or the arising of a mandatory offer obligation upon crossing the 30% or 50% voting rights thresholds \u2014 immediately upon the decision being taken or the relevant threshold being crossed. Second, the buyer must prepare a formal offer document, subject to FIN-FSA approval, prior to the commencement of the offer period.<\/p>\n<p>Third, upon expiry of the offer period, the buyer must immediately publish the ownership and voting percentage attainable on the basis of the acceptances received. Where the offer was conditional, the buyer must simultaneously state whether the conditions have been fulfilled and the offer will be completed. Fourth, throughout the acquisition process, the buyer is subject to major shareholding flagging obligations (see 15 above). Fifth, where the buyer offers its own securities as consideration or where new securities are to be admitted to trading on a regulated market, a prospectus approved by the FIN-FSA must be prepared and published before the securities are offered to the public (exemptions may apply).<\/p>\n<p>The buyer must promptly notify the target of the arising of the squeeze-out right and obligation (see 5.4 above), and the target must in turn notify the Trade Register and shareholders. Upon commencing arbitration before the Central Chamber of Commerce, the buyer must inform minority shareholders of the application and the trustee&#8217;s contact details \u2014 by written notice and publication in the Official Gazette. The arbitral award must be registered with the Trade Register within two (2) weeks. Delisting after full ownership is achieved is a decision of the exchange or the target, rather than a separate buyer disclosure obligation.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What formalities are required in order to document a transfer of shares, including any local transfer taxes or duties?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Documenting a share transfer in Finland is comparatively straightforward \u2014 no notarization is required. Formalities centre on a written transfer agreement (typically the SPA and\/or closing memorandum), compliance with any transfer restrictions in the articles of association, and entry of the buyer in the shareholder register. For listed companies, transfer is recorded through the Finnish book-entry system.<\/p>\n<p>Unless exemptions are available, transfer tax is levied at 1.5% of the total purchase price of the shares in Finnish limited liability companies. The buyer must file and pay within two 2 months from the date of the purchase. Listed shares are generally exempt, though exceptions apply. Post-closing, beneficial owner details must be updated with the Trade Register following any change of control.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are hostile acquisitions a common feature?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Hostile acquisitions are rare in Finland. Seeking control of a listed company without management or major shareholders\u2019 support is practically exceptional; most tender offers proceed cooperatively through negotiations with the target&#8217;s board.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What protections do directors of a target company have against a hostile approach?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Companies Act and Securities Markets Act provide several protections against hostile takeovers. Under the Companies Act, structural provisions in the articles of association \u2014 such as redemption clauses, consent clauses, different share classes with varying voting rights, voting limitations, conversion clauses, redeemable shares and ownership-threshold redemption obligations \u2014 can impede an acquirer gaining control. Companies may also stagger board terms and include enhanced decision-making requirements for mergers, demergers, liquidation or significant business transfers.<\/p>\n<p>If the board considers the approach to be of a serious nature, it must swiftly examine the matter, evaluate the proposed bid and acquire sufficient information to support its evaluation. The board is at all times obliged to promote the interests of all shareholders and must seek the best outcome for them.<\/p>\n<p>Once a public tender offer is imminent or has been made, the board must not \u2014 without shareholder authorization \u2014 take any action that could frustrate the offer or deny shareholders the opportunity to decide on its merits. This passivity rule applies from the point at which the board receives information that an offer is imminent. Available reactive measures include seeking an alternative friendly buyer (<em>white knight<\/em>). Other actions \u2014 such as merging with another company, divesting key assets, or attempting to acquire the potential acquirer \u2014 are subject to the passivity rule and would require shareholder authorization during an offer period.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there circumstances where a buyer may have to make a mandatory or compulsory offer for a target company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Please see 5.3 above. There is however no mandatory offer obligation where the relevant threshold (30\/50%) is reached by means of a voluntary offer for all shares.<\/p>\n<p>Where a shareholder holds more than 90% of shares and votes, squeeze-out and sell-out rights become relevant (see 5.4 above).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">If an acquirer does not obtain full control of a target company, what rights do minority shareholders enjoy?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Control in a limited liability company is primarily exercised by simple majority. Certain significant decisions \u2014 such as amendments to articles of association or mergers \u2014 require a two-thirds supermajority of votes cast and shares represented. Minority shareholders may participate in general meetings, exercise voting and information rights, and challenge resolutions contrary to the Companies Act or articles of association.<\/p>\n<p>Shareholders holding at least 10% of shares may place matters on the general meeting agenda, request auditor appointment or a special audit, demand an extraordinary general meeting, and bring an action on behalf of the company for damages.<\/p>\n<p>Shareholders holding at least 10% of all shares may demand at the annual general meeting that at least half of the financial year&#8217;s profit, however no more than 8% of the equity of the company, be distributed as dividend and under squeeze-out provisions a 10% minority has a sell-out right.<\/p>\n<p>In private M&amp;A, in practice, the statutory minority rights are often limited or waived by a shareholders&#8217; agreement.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is a mechanism available to compulsorily acquire minority stakes?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Please see 5.4 above.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">4252<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/135954","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=135954"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}