FINLAND Law and Practice Contributed by: Christoffer Waselius and Niko Markkanen, Waselius
Electricity and Natural Gas Networks Operating grid networks in Finland requires a licence from the Finnish Energy Authority. The permitting pro- cess typically takes several months. Nuclear Power Operations Nuclear projects require multiple permits from, for example, the government of Finland and the Finn- ish Safety and Chemicals Agency (Tukes). These processes are extensive and can take several years. Notably, legislative reforms are underway to enable construction of small modular reactors (SMRs) with streamlined permitting. Offshore Wind Development Offshore wind projects in Finland’s exclusive econom- ic zone require an exploitation permit granted through an auction process managed by the Finnish Energy Authority. Beyond sector-specific permits, developers must comply with environmental impact assessment (EIA) requirements and land use planning regulations. Time- lines vary significantly: while grid licences may be secured in months, nuclear approvals can span sev- eral years due to safety and environmental reviews. 5.2 Primary Securities Market Regulators The FIN-FSA is the primary securities market regula- tor for M&A transactions in Finland. It oversees com- pliance with the Securities Markets Act (746/2012, as amended) (SMA), including provisions governing takeover bids, and is responsible for approving the offer document (refer to 4.13 Securities Regulator’s or Stock Exchange Process ) and, in the case of stat- utory mergers, reviewing and approving the merger prospectus, which must be made available to share- holders before the general meeting that decides on the merger. 5.3 Restrictions on Foreign Investments Finland operates a foreign investment screening mechanism that enables the Finnish government to monitor and, where necessary to protect essential national interests, restrict or block acquisitions by foreign investors in certain monitored sectors.
fied date, which must be at least two weeks after the extension announcement. FIN-FSA also recommends that the offeror com- mence the bid procedure within a reasonable time after announcing the takeover bid, typically within one month for voluntary cash bids. In practice, par- ties usually begin preparing regulatory filings immedi- ately after the announcement, but approvals are rarely obtained before the bid is launched due to timing con- straints. 4.15 Privately Held Companies A privately held company is typically acquired by entering into either a share purchase or an asset purchase agreement, with share purchases being used more often. Share deals are generally preferred because they allow the buyer to acquire the entire business, including contracts, licenses, and goodwill, without the need for individual asset transfers. Buyers may also participate in auction processes arranged by or for the sellers. Auction processes are more common when the seller has engaged an M&A adviser and the target is likely to attract several pur- chase candidates. Key considerations for buyers include thorough due diligence as well as negotiating warranties and indemnities to mitigate risks. In asset deals, buyers must pay close attention to transfer requirements for permits, real estate, and employees. Foreign buyers should also consider whether the transaction triggers foreign investment screening or real estate permit requirements. 5. Overview of Regulatory Requirements 5.1 Regulations Applicable to Energy and Infrastructure Companies Generally, establishing a new company in Finland’s energy and infrastructure sector is not subject to spe- cial rules or regulations. However, certain activities require sector-specific permits or licences, several of which are described below.
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