FINLAND Law and Practice Contributed by: Anna-Stéphanie Roubier, Johanna Kauppinen and Milja Vuopio, HPP Attorneys Ltd
HPP Attorneys Ltd Bulevardi 1 A FI-00100 Helsinki Finland Tel: +358 9 474 21 Fax: +358 9 474 2222 Email: firstname.lastname@hpp.fi Web: hppattorneys.com
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation The Finnish Competition Act (the “Competition Act”, or kilpailulaki , No 948/2011, as amended) governs merger control in Finland. The most recent amend - ments to the Competition Act entered into force on 1 January 2023, when the jurisdictional thresholds were revised. The Finnish Competition and Consumer Authority (FCCA; Kilpailu - ja kuluttajavirasto ), which is the prima - ry enforcer of the Competition Act, has published vari - ous guidelines on merger control (the “Guidelines”). The Guidelines were most recently updated in 2022. 1.2 Legislation Relating to Particular Sectors Corporate acquisitions in the defence and security sectors, along with other corporate acquisitions that impact critical national interests more generally, are subject to an additional assessment pursuant to the Act on the Screening of Foreign Corporate Acquisi - tions in Finland (the “Screening Act”; laki ulkomaisten yritysostojen seurannasta , No 172/2012, as amended). According to the Screening Act, “foreign investors”: • must apply for mandatory, pre-closing approval if the Finnish target (a Finnish-registered corpora - tion or business operation) is active in defence or security industries; and • can apply for pre- or post-closing approval if the Finnish target is otherwise active in fields involving critical national interests.
In the case of acquisitions in the defence sector, a “foreign investor” is any natural or legal person not domiciled or registered in Finland. Consequently, the notification requirement and the mandatory pre- clearance requirement extend to all non-Finnish based legal and natural persons. In each case, the assess - ment is made based on the ultimate beneficial owner. The notification obligation is triggered when a foreign investor acquires at least one tenth, one third or half of the voting rights, conferred by all shares, in the Finnish target corporation or business, or when obtaining the equivalent de facto control. The appraisal time varies according to the sector in which the Finnish target is active: • for the defence and security sectors, no statutory time limits are prescribed; and • for sectors involving other critical national inter - ests, Phase I review amounts to six weeks from receipt of complete information, whilst Phase II is three months from receipt of complete information, following which the matter may be referred to the Finnish government for a final decision. The Ministry of Economic Affairs and Employment of Finland (the “Ministry”; Työ - ja elinkeinoministeriö ) serves as the national authority overseeing and co- ordinating the review of foreign corporate acquisitions. Should the Ministry determine that a foreign corporate acquisition poses a threat to national interests, it can block the acquisition or grant clearance subject to commitments. In the event of prohibition, the foreign investor must reduce its ownership (voting rights) or de facto control to below one tenth.
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