FINLAND Law and Practice Contributed by: Christoffer Waselius and Niko Markkanen, Waselius
4. Acquisitions of Public (Exchange- Listed) Energy and Infrastructure Companies 4.1 Stakebuilding It is not particularly common or considered market practice to acquire a stake in a Finnish public com- pany before making an offer. Any holdings in a publicly listed company that reach, exceed or fall below 5%, 10%, 15%, 20%, 25%, 30%, 50%, ⅔ and 90% of the voting rights or shares in the company must be notified to the Financial Supervisory Authority (FIN-FSA) no later than the trading day fol- lowing the day the shareholder has learned or should have learned of the transaction. Holdings by any affili- ated companies or a person acting in concert with the shareholder are taken into account in the calculations towards said thresholds. Within a group of companies all shares and voting rights held by the group in aggre- gate are calculated towards the said thresholds and it is the highest body exercising control within the entire group that is liable for the notifications. Disclosure of Intentions and Plans There are no specific requirements for disclosure of intentions or plans before a public takeover. However, the Helsinki Takeover Code 2022 does include certain disclosure obligations related to the bid process, with an emphasis on transparency and timely disclosure throughout the whole takeover process. Once the public takeover process is commenced, any intentions or plans in relation to the bid process must be disclosed if such information is likely to influence the assessment of the takeover bid by the target com- pany, holders of the target company’s securities or other investors. Time Period for Buyer to Confirm or Decline Proposal A person who has approached the target company or its shareholders concerning a potential takeover bid or has announced such plans must, within a time period set by the FIN-FSA, either (i) announce publicly a takeover bid; or (ii) publicly confirm that a takeover bid will not be pursued, if the target company’s board has requested the FIN-FSA to set such deadline. The
etc. Finnish limited liability companies do not have any minimum share capital requirements. 2.2 Liquidity Events A trade sale or initial public offering forms the most common liquidity events. Typically transactions are structured as share deals where all outstanding shares are transferred to the buyer against cash, but also share consideration is used. Investors typically seek a full exit from the target. Spin-offs usually occur where a company wants to streamline its structure or business or where a certain asset is carved out of a company structure. 3.2 Tax Consequences It is possible to structure spin-offs so that the transac- tion is essentially tax-free. This can be achieved by a demerger or transfer of business if certain criteria are met, and the transaction may include only a limited cash consideration in addition to the share consid- eration. A VAT-exempt transfer of a business against cash consideration requires that the business subject to VAT is continued by the purchaser post-closing. 3.3 Spin-Off Followed by a Business Combination Different types of restructurings with several trans- actions and different types of corporate manoeuvres are possible and may not lead to adverse tax conse- quences. 3.4 Timing and Tax Authority Ruling A business transfer is not subject to any particular timing requirements. A demerger usually takes some six months due to the statutory period for public sum- mons to creditors concerning the demerger. A rul- ing from the tax authorities is not required but may, depending on the circumstances, be advisable. It takes some two to three months to obtain such ruling. 3. Spin-Offs 3.1 Trends: Spin-Offs
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