FINLAND Law and Practice Contributed by: Christoffer Waselius and Niko Markkanen, Waselius
9.3 Role of the Board The board is required to exercise due care and act in the best interests of the company and its sharehold- ers. Consequently, it is generally expected to play an active role in the M&A process. In practice, the chair and/or designated members of the board often par- ticipate directly in negotiations. For further details on the board’s broader responsibilities in business com- binations, refer to 9.1 Principal Directors’ Duties . 9.4 Independent Outside Advice It is common practice for the board of directors of a target company to engage an independent finan- cial adviser to issue a fairness opinion that evaluates whether the proposed consideration is reasonable from a financial perspective. This opinion is typically disclosed alongside the formal announcement of the PTO or business combination. The board of the target company is required to issue a public statement regarding the public takeover bid; however, it must not rely exclusively on the fairness opinion when preparing and substantiating this state- ment.
mending acceptance or rejection. This statement often significantly influences the outcome of the offer (refer also to 9.4 Independent Outside Advice ). In a merger, the boards of the merging entities must draft a merger plan, which is published and registered with the Trade Register. Additionally, the board is respon- sible for evaluating the terms of the combination agreement, which is standard in both voluntary pub- lic tender offers and mergers (refer also to 4.6 Deal Documentation ). Under Finnish law, directors’ duties are primarily owed to the company and its shareholders, rather than to all stakeholders. However, in practice, boards often con- sider broader stakeholder interests – such as employ- ees, creditors, and regulatory compliance – because these factors can materially affect the company’s long-term value and legal risk. 9.2 Special or Ad Hoc Committees In addition to its permanent committees, the board of directors may establish ad hoc committees to handle specific matters. These committees are commonly formed to prepare for significant business transac- tions or when certain directors face conflicts of inter- est. Importantly, such committees do not have inde- pendent decision-making authority, but their role is limited to assisting the board in preparing for deci- sions.
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