FINLAND Law and Practice Contributed by: Christoffer Waselius and Niko Markkanen, Waselius
The National Police Board oversees export controls on civilian firearms and ammunition. For energy and infrastructure M&A, buyers should consider whether the target operates in sectors deemed critical for national security (eg, electricity grids, nuclear facilities). Transactions involving such assets may require prior consultation with authori- ties. Export control compliance is particularly relevant for companies engaged in technology development, nuclear energy, or defence-related infrastructure. 5.5 Antitrust Regulations The key regulator with respect to merger control is the Finnish Competition and Consumer Authority (FCCA). M&A transactions are subject to merger control under the Competition Act (948/2011, as amended). An M&A transaction, or a concentration for the purposes of the Competition Act, is subject to control and needs to be notified to the FCCA prior to implementation if both the combined turnover of the parties to the concentration generated in Finland exceeds EUR100 million and the turnover generated in Finland of each of at least two parties to the concentration exceeds EUR10 million. If the EU merger control thresholds are met, the trans- action must be notified to the European Commission, which has exclusive jurisdiction to review concentra- tions with an EU dimension, regardless of whether Finnish national thresholds are also triggered. 5.6 Labour Law Regulations Finland does not have works councils established by law or collective agreements. However, all employ- ers with at least 20 employees fall under the scope of the Co-operation Act (1333/2021, as amended) which aims to promote dialogue between employers and employees. The Act imposes mandatory informa- tion and consultation obligations, requiring continuous dialogue on matters such as the company’s financial position, workplace practices, personnel needs, and employee well-being. Failure to comply with consulta- tion obligations can lead to administrative sanctions and reputational risk. Acquirers should also consider collective bargaining agreements, which may impose additional consultation requirements.
Prior to implementing significant decisions, such as workforce reductions, employers employing at least 50 employees in Finland as well as smaller enterprises planning reductions of workforce potentially affecting 20 or more employees must conduct formal negotia- tions with employees or their representatives. These negotiations have strict requirements regarding pro- cess, timing, and duration. Employees are typically represented by a shop steward or elected representa- tive; if none exist, all affected employees participate. Importantly, no decisions (including those by a foreign parent company) may be made, nor any (direct or even indirect) actions implying a decision taken, until nego- tiations are completed. Once the consultation obliga- tion is fulfilled, the employer may proceed regardless of employee opinion. The Co-operation Act also provides for employee representation in company administration. Employers with at least 150 employees must allow employees to request representation in administrative bodies that address significant business, financial, and personnel matters. Representation is primarily agreed between the employer and employees; if no agreement is reached, employees may appoint representatives to the board of directors or equivalent management bod- ies covering all business units. 5.7 Currency Control/Central Bank Approval M&A transactions are not subject to currency control regulation nor do they require approval from the cen- tral bank. 6. Recent Legal Developments 6.1 Significant Court Decisions or Legal Developments Court precedents are limited since M&A disputes in Finland are generally resolved through arbitration. The most notable recent legal developments affecting energy and infrastructure M&A have therefore been legislative rather than judicial, and have come through legislative reforms aimed at improving permitting and land use planning, facilitating green transition, and supporting, for example, offshore wind power and small modular reactors (SMRs).
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