FINLAND Law and Practice Contributed by: Anna-Stéphanie Roubier, Johanna Kauppinen and Milja Vuopio, HPP Attorneys Ltd
3.7 Review Process A concentration can be notified to the FCCA as soon as the parties can demonstrate with sufficient cer - tainty their intent to conclude the transaction. Accord - ingly, the FCCA accepts notifications before signing, provided there is sufficiently certain intent. A concentration is deemed to have been notified to the FCCA on the day the notification is submitted to the FCCA via a secure electronic system. The pro - cedural time limits (review period) start to run from the day the notification is submitted, provided that the notification is deemed complete. If, conversely, the notification is materially incomplete, or material changes arise regarding the notified information and that information significantly impacts the assessment of the concentration, the time limits start to (re-)run only upon submission of complete notification and information. Upon receipt of complete notification, the FCCA immediately begins its review and assessment. The FCCA’s merger review covers the following two phas - es. Phase I Phase I amounts to 23 working days. The FCCA conducts a market hearing, which involves seeking comments from market participants, such as custom - ers, competitors and suppliers of the parties to the concentration. In cases with no or limited competi - tive effects (no or only minor horizontal overlaps and/ or no or limited vertical links), the market hearing is conducted through a general invitation for comments published on the FCCA’s website. In cases where the parties to the concentration have horizontal overlaps or vertical links, the market hearing is conducted by information requests addressed directly to the rele - vant market participants (customers and suppliers, as well as competitors). The FCCA may also seek clari - fications from third parties. At the end of Phase I, the FCCA may find that the notified concentration poses no risk to competition, in which case, it will approve the concentration as is or subject to conditions. Alternatively, the FCCA may find that further investigation is required, in which case, it will open Phase II proceedings. If the FCCA does
not initiate, by decision, further proceedings within 23 working days from the receipt of a complete noti - fication, the concentration is deemed to have been approved by the FCCA. Phase II Phase II takes an additional 69 working days (sub - ject to an extension, granted upon application by the Market Court, of a maximum of 46 additional working days). If the FCCA decides to initiate further proceed - ings, the concentration can be cleared with or with - out conditions. Furthermore, the FCCA can decide to make a proposal to the Market Court for prohibition of the concentration. The concentration will be deemed to have been approved if no conditions are imposed, and/or no prohibition proposal is made within 69 working days from the initiation of Phase II (subject to an extension, as mentioned above). The time limits can be extended where the parties fail to submit information requested by the authority, or if the information submitted is materially incomplete or incorrect. In this case, the FCCA will suspend, by a procedural decision, the running of the time limits (through the “stop-the-clock” provision). In the case of a stop-the-clock decision, time limits will be extended by the corresponding number of days that it takes for the notifying party (parties) to submit correct and complete information, as requested by the FCCA. If the FCCA makes a prohibition proposal to the Mar - ket Court, the latter will issue its decision within 69 working days from the FCCA’s proposal. The Mar - ket Court can clear the concentration with or with - out conditions, or prohibit the concentration. If the Market Court’s decision on the FCCA’s proposal is not issued within the prescribed 69 working days, the concentration is deemed to have been approved. The Market Court’s decision can be appealed to the Finn - ish Supreme Administrative Court ( korkein hallinto - oikeus ), and contrary to the general rule, the appellant is not required to seek a separate leave of appeal. The overall timeline for clearance is between 23 and 207 working days – or longer if the FCCA suspends the time limits by using the stop-the-clock provision.
213 CHAMBERS.COM
Powered by FlippingBook