Legislation on Prospectus Liability Proposed to be Amended

The Ministry of Finance recently issued the Report of the Prospectus Liability Working Group (the "Report") concluding that the current Finnish laws regulating prospectus liability are insufficient mainly because of lack of clarity and that they need to be revised. Legislative reforms based on the proposals in the Report are not expected until 2007.

Strict liability for misstatements or omissions in a prospectus has been rejected in the Report in favor of an approach based on negligence and a "business judgment" rule which reverses the onus of proof: issuers and underwriters would be liable for the accuracy of the information contained in the issuer's prospectus, to the extent that the issuer and/or underwriter could not prove that it had acted diligently when providing information in the prospectus. In a prospectus for the secondary sale of the issuer's existing securities, the above prospectus liability would attach to the issuer in respect of prospectus disclosure regarding the