FINLAND Law and Practice Contributed by: Anna-Stéphanie Roubier, Johanna Kauppinen and Milja Vuopio, HPP Attorneys Ltd
In addition, sector-specific regulation applies in the case of pension insurance companies, as accord - ing to Section 23 (2) of the Competition Act, pension insurance companies and funds are subject to a spe - cific notification procedure. The competent author - ity for the review is the Finnish Financial Supervisory Authority (the “FSA”; Finanssivalvonta ). 1.3 Enforcement Authorities The relevant authority in merger control and antitrust matters is the FCCA. For corporate acquisitions involving defence and security sector companies, or corporate targets in other sectors that may be deemed critical for securing vital societal functions, the relevant national authority is also the Ministry of Economic Affairs and Employ - ment (see 1.2 Legislation Relating to Particular Sec- tors ). All transactions that meet the jurisdictional thresholds laid down in the Competition Act must be notified to the FCCA for clearance prior to their implementation. There are no general exemptions from the requirement to notify concentrations that meet the jurisdictional thresholds. The sole exemption relates to concentra - tions governed by the special provisions concerning pension foundations and funds (including employee pension insurance companies), in respect of which, notification to the FCCA is not required provided that the FSA has obtained a statement from the FCCA confirming that no impediments exist to approving the concentration (see 1.2 Legislation Relating to Particular Sectors ). 2.2 Failure to Notify Where a concentration has been implemented prior to the FCCA’s approval, the Finnish Market Court (the “Market Court”; markkinaoikeus ) is competent, as proposed by the FCCA, to prohibit the concentration, order its dissolution or attach conditions to its imple - mentation. 2. Jurisdiction 2.1 Notification
Parties that complete a notifiable concentration with - out having obtained the FCCA’s prior approval also risk financial penalties. A fine is imposed by the Mar - ket Court on the FCCA’s proposal. The maximum amount of a fine is 10% of the undertaking’s aggre - gate, worldwide, annual group turnover. The FCCA determines its fine proposal based on a comprehensive evaluation of all relevant elements, including the nature, scope, seriousness and duration of the infringement. The FCCA may decide to forgo proposing a fine where the conduct is considered minor or deemed negligible, or where the imposition of a fine would otherwise be deemed unnecessary for safeguarding competition. To date, no gun-jumping penalties have been imposed. In 2019, the FCCA issued a decision regarding a trans - action that was completed without notification, and therefore without the FCCA’s prior approval (see the FCCA’s decision in Case KKV/652/14.00.10/2019 YIT Suomi Oy ja GT Invest Oy / FinCap Asunnot Oy ). The case involved elements that had rendered the notifica - tion requirement ambiguous, and the FCCA therefore determined that a penalty payment was not necessary for safeguarding competition. In 2020, the FCCA determined in another case that the parties had failed to notify a notifiable transac - tion to the FCCA, which resulted in a change in the identity and nature of control (see the FCCA’s decision in Case KKV/380/14.00.10/2020 Keskinäinen Eläk- evakuutusyhtiö Ilmarinen , LähiTapiola - ryhmä ja OP Ryhmä / Tampereen Kansi ja Areena ). The FCCA again decided to forgo proposing a fine. It argued that a fine proposal required a substantial breach of the notifica - tion requirement, and in this particular case, following an overall evaluation, a sanction was not considered necessary to safeguard competition. 2.3 Types of Transactions According to Section 21 (1) of the Competition Act, a “concentration” is defined as: • the acquisition of control, as defined in Section 5 of Chapter 1 of the Finnish Accounting Act (the “Accounting Act”; kirjanpitolaki , 1336/1997, as
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