FINLAND Law and Practice Contributed by: Anna-Stéphanie Roubier, Johanna Kauppinen and Milja Vuopio, HPP Attorneys Ltd
ture), the turnover generated by the following entities and foundations must be included: • any entity or foundation exercising control in the acquirer; • any entity or foundation in which the acquirer exer - cises control; • any entity or foundation in which an entity or foun - dation referred to in the first bullet point exercises control; and • any entity or foundation in which control is exer - cised by the same natural person as in the acquir - er. Where control is joint (all bullet points in the foregoing list), the turnover to be considered is pro rata to the number of shareholders exercising control. On the target side, turnover generated by the follow - ing entities and foundations must be included in the relevant turnover: • the entity or foundation in which control is acquired; • all or part of the business to be acquired; or • a merging entity or foundation in an absorption merger. The target’s turnover must also include the turnover of any entity or foundation in which the target exercises sole or joint control, directly or indirectly. The turnover of the seller is not relevant for calculating the jurisdic - tional thresholds. Where business operations are transferred between the same parties through two or more successive transactions, the acquired party’s turnover includes the (combined) turnover of all business operations acquired over a two-year period preceding the con - centration. 2.8 Foreign-to-Foreign Transactions Foreign-to-foreign transactions are subject to the Finnish merger control regime, where the jurisdiction - al turnover thresholds are met. In the absence of a Finnish legal entity with turnover generated in Finland, direct sales into Finland and to customers located in
Finland will be relevant for turnover calculation pur - poses. 2.9 Market Share Jurisdictional Threshold The Finnish merger control regime applies when the relevant turnover thresholds are met, irrespective of whether, and to what extent, the parties to a concen - tration have overlapping activities, vertical links and/ or complementary operations. Finland does not apply market share-based jurisdictional thresholds. 2.10 Joint Ventures Joint ventures that perform all the functions of an independent economic entity on a permanent basis are subject to the Finnish merger control rules. Simi - larly, changes in the identify and quality of control, including the dissolution of a joint venture leading to sole control, trigger the Finnish merger control rules, provided the jurisdictional thresholds are met. The mandatory notification requirement applies to the founders of a joint venture that operates on a lasting basis. 2.11 Power of Authorities to Investigate a Transaction The FCCA has no competence to investigate (“call in”) below-threshold concentrations. The FCCA, on a previous occasion, referred a below-threshold trans - action to the European Commission under Article 22 (1) EUMR (see Case M.11241 EEX / NASDAQ POWER ). Following the judgment in Case C - 625 / 22 Illumina / GRAIL , the national competition authorities lack the competence to invoke Article 22 (1) EUMR where a concentration fails to meet the national jurisdictional thresholds. The FCCA has in past years petitioned the Finnish government to grant call-in powers in the field of merger control. This would provide the FCCA with the competence to assess below-threshold mergers in situations where a transaction has a substantial impact on the market. The FCCA renewed its request for call-in powers most recently in May 2026, when it published a blog post shedding light on its first so-called Towercast investiga - tion. The Towercast investigative tool, which is based
210 CHAMBERS.COM
Powered by FlippingBook