FINLAND Law and Practice Contributed by: Christoffer Waselius and Niko Markkanen, Waselius
7. Due Diligence/Data Privacy 7.1 Energy and Infrastructure Company Due Diligence The Helsinki Takeover Code 2022 stipulates that if the target company’s board receives a serious takeover proposal that it considers to be in the shareholders’ interests, it should allow the offeror, upon request, to conduct a due diligence review. The scope of review must be determined on a case-by-case basis, and pri- or to commencing any review the parties are expected to enter into a confidentiality agreement. Where the offeror and the target are competitors, competition law may restrict the type of information that can be shared. In such cases, sensitive data is often disclosed through clean team arrangements, limiting access to advisers or a small group of desig- nated bidder representatives. While the board has discretion over the level of due diligence, it should ensure equal treatment of bidders. If multiple serious bidders are involved, the board should generally provide comparable access to infor- mation. Furthermore, insider information rules under the EU Market Abuse Regulation should be consid- ered when sharing any material non-public informa- tion. 7.2 Restrictions There are no sector-specific restrictions that limit due diligence for energy and infrastructure companies. However, requirements under the EU General Data Protection Regulation (GDPR) and national privacy laws need to be observed as in any due diligence process (meaning, in practice, redacting personal data and disclosure restrictions relating to certain employee data). For energy and infrastructure targets, bidders should also consider regulatory regimes governing critical infrastructure and energy markets. While these do not typically restrict due diligence, they may impose confidentiality obligations on certain operational data (eg, related to grid access, security protocols, or mat- ters related to civil or national defence).
The updated Building Act, effective January 2025, introduces a new siting permit to streamline land use planning for energy infrastructure. The siting permit would allow bypassing land use planning in industrial clean energy transition projects as long as the require- ments provided for the siting permit are met. At best, the possibility to bypass land use planning will likely speed up project development significantly. Permits could be applied for hydrogen or battery factories but not for wind or solar power plants. Finland is also implementing a one-stop shop permitting model to simplify administrative processes. The Offshore Wind Act, effective January 2025, estab- lishes a framework for the competitive selection of developers and clarifies the permitting process for off- shore wind projects in Finland’s Exclusive Economic Zone. The Act aims to ensure a transparent and pre- dictable process, providing legal clarity for investors. 6.2 Key Developments in Renewable Energy and Cutting Emissions From a political and regulatory perspective, Finland’s climate objectives enjoy broad support, with succes- sive governments upholding the legally binding goal of achieving carbon neutrality by 2035. Government support for the energy transition includes the pro- posed Green Investment Tax Credit, which would offer up to 20% tax relief for large-scale climate-neutral investments. In addition, Finland provides smaller- scale energy subsidies, including support for, inter alia, biogas and advanced biofuels. Conventional energy sources are increasingly viewed through the lens of system security and reliability as the country transitions toward a renewable energy system. Coal-fired energy will be banned from 2029. The key exception to this trend is nuclear power, which enjoys strong political backing. Finland is actively exploring the expansion of nuclear capacity, including the development of small modular reactors (SMRs), and is currently updating its legislation to bet- ter accommodate new nuclear technologies.
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