FINLAND Law and Practice Contributed by: Anna-Stéphanie Roubier, Johanna Kauppinen and Milja Vuopio, HPP Attorneys Ltd
to address broader non-competition considerations, such as employment, industrial policy or regional
the expiry of Phase II, to allow sufficient time for mar - ket testing. The FCCA cannot unilaterally impose remedies on the parties. As it is for the notifying parties to draft the commitment offer, conditional clearance is only possible based on commitments acceptable to the notifying parties. 5.5 Conditions and Timing for Divestitures The standard approach is that structural remedies (divestments) must be completed within a timeframe laid down in the FCCA’s clearance decision. In line with the practice applied by the European Commis - sion, remedies must be implemented promptly and in a manner that ensures their effectiveness. The FCCA may require a monitoring trustee to be appointed to oversee the divestment process, and to ensure the suitability of the buyer. In most cases, the notifying party (parties) cannot complete the notified trans - action without first complying with the remedies, as clearance remains conditional until full implementation of the commitments. If the remedies are not complied with, the FCCA may propose that the Market Court review the case. The FCCA must inform the parties to the concentration of the proposal within one year from the date of the final decision, or when the transaction has been closed. In addition, and irrespective of whether the Market Court has been requested to review the case, the FCCA can make a proposal to the Market Court for the imposi - tion of a fine where the parties have failed to comply with commitments. The maximum amount of the fine is 10% of the undertaking’s aggregate, worldwide, annual group turnover. The fine proposal must be made within five years from the date of the infringe - ment (or from the date when the infringement ended, in the case of a continuous infringement). In January 2026, the Supreme Administrative Court (KHO 97/2026) upheld the earlier Market Court deci - sion (MAO/607/2024), whereby the Market Court imposed a fine of EUR600,000 on Valio Oy (“Valio”), the largest Finnish dairy products manufacturer. The Market Court agreed in its decision with the FCCA’s findings that Valio had failed to comply with the key clearance commitment imposed when its acquisition
development issues. 5.3 Legal Standard
For remedies to be deemed acceptable, they must meet, according to the FCCA’s Guidelines (Part 6), the following requirements: • the commitments must eliminate detected compe - tition concerns in their entirety; • the commitments can be executed effectively; • the commitments can be monitored effectively; and • the commitments do not create new competition concerns. 5.4 Negotiating Remedies With Authorities Remedy negotiations with the FCCA can be initiated at any stage of the FCCA’s process. Usually, nego - tiations are opened once the FCCA has conducted its initial assessment (market hearing and possible economic analysis) and the preliminary findings, ie, competition concerns identified during its investiga - tion have been communicated to the notifying party (parties). The FCCA does not propose remedies (see 5.2 Parties’ Ability to Negotiate Remedies ), but as it indicates the type of competition concerns identi - fied, it may indicate whether structural or behavioural commitments would be required to address those concerns. The initiative and responsibility for devising, drafting and offering remedies rests squarely on the notify - ing parties. Once the notifying parties formally offer commitments, the FCCA assesses their sufficiency in eliminating all competition concerns identified. If the FCCA considers the commitments offered sufficient, it market-tests them. In the absence of negative feed - back from the market-test, the FCCA issues a clear - ance decision subject to the offered commitments. If, conversely, the remedies are insufficient and no alternative, acceptable commitments are offered, the FCCA makes a proposal to the Market Court for the prohibition of the concentration. Procedurally, remedies can be offered during both Phase I and Phase II. Commitment negotiations should be initiated sufficiently early, and well in advance of
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