FINLAND Law and Practice Contributed by: Anna-Stéphanie Roubier, Johanna Kauppinen and Milja Vuopio, HPP Attorneys Ltd
See also 2.1 Notification regarding the notification of concentrations governed by the special provisions on pension foundations and funds. 3.2 Type of Agreement Required Prior to Notification A notification can be filed as soon as the parties can demonstrate with sufficient certainty their intent to conclude the concentration. Otherwise, a notifica - tion can be submitted following the conclusion of an agreement, the acquisition of control or the announce - ment of a public bid pursuant to the Finnish Securi - ties Market Act. The concentration may not be imple - mented before the FCCA’s approval based on a prior notification. 3.3 Filing Fees There are no filing fees in Finland for merger control. 3.4 Parties Responsible for Filing According to Section 23 (3) of Competition Act, the party (parties) responsible for filing a notification to the FCCA are the acquirer(s) of control, the acquirer(s) of business operations or a part thereof, the entities or foundations party to a merger and the founders of a joint venture. 3.5 Information Included in a Filing The information requirements for a merger control notification are laid down in an annex to the Finnish Government Decree on the scope of the obligation to notify ( valtioneuvoston asetus yrityskauppojen ilmoi- tusvelvollisuudesta , 920/2022). The FCCA has also published Guidelines (Part 4) on the information to be submitted in a notification and the accompanying documentation. As a rule, a notification should include (at least) all information specified in the Government Decree. The FCCA may, however, grant waivers from certain information requirements providing such waivers are requested and discussed with the FCCA during the pre-notification process. The final agreements bring - ing about the concentration must be submitted with the notification. All confidential information must be clearly marked in the notification, and a non-confiden - tial version of the notification should also be provided at the time the final notification is submitted.
When a concentration involves horizontal overlaps or vertical links, the FCCA also requests that the parties submit internal documents relating to the preparation of the concentration. The notification and its annexes are submitted to the FCCA via a secure electronic system. The notification must be drafted in Finnish or Swedish. Annexes to the notification, such as transaction documents, can be in English. There are no other specific requirements for the submission of documents (such as having them certified, notarised or apostilled). 3.6 Penalties/Consequences of Incomplete or Inaccurate Notification If the FCCA considers a notification to be materially incomplete, the review period will not start to run (if the FCCA finds during its investigation that the notifi - cation is materially incomplete, it can stop the clock, thus suspending the review period). The consequences of incomplete notification are that the regulator’s review period, and ultimately the time limit for the clearance decision, are postponed. This in turn postpones the time when the notified concentra - tion can lawfully be implemented. The FCCA regularly stops the clock during its review process if it con - siders that the notification is materially incomplete, or if additional information requested has not been submitted within the prescribed time limit. In practice, the time limit for the FCCA’s review continues to (re) run only after the authority has received information it considers complete (see also 3.7 Review Process ). According to Section 30 of the Competition Act, the Market Court can, upon the FCCA’s proposal, pro - hibit or dissolve a concentration, or impose conditions thereto, if the notifying party has provided incorrect or misleading information that has substantially affected the outcome of the case. The FCCA must inform the notifying party of the case being reopened within one year of the FCCA’s final decision or of the closing of the transaction. There are no precedents where penalties pursuant to Section 30 have been proposed or imposed on a notifying party.
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