FINLAND Trends and Developments Contributed by: Anna-Stéphanie Roubier, Johanna Kauppinen and Milja Vuopio, HPP Attorneys Ltd
ing and fact-finding are laborious in the absence of a merger control notification. The FCCA underlines that Towercast investigations are a useful corrective instrument, but they are not a substitute for comprehensive ex-ante control. As part of its Briefing Paper, the FCCA has renewed, once again, its request for call-in powers, noting that Finland is the sole Nordic country where the national competition authority lacks the competence to call in below-threshold transactions. First-Ever Fine for Failure to Comply With Clearance Commitments In 2021, the FCCA conditionally approved the acquisi - tion by the major Finnish dairy operator, Valio Oy, of Heinon Tukku, a wholesale food service operator. The FCCA imposed commitments as a condition for its approval, aimed at ensuring that competitively sen - sitive information could not be accessed within the organisation of Valio Oy post-closing. The target, a wholesale food service, also supplied products for a competing dairy producer; hence, in the absence of commitments seeking to prevent information flow to Valio Oy, the latter would have had access to its com - petitor’s prices. This could, according to the FCCA, remove price competition incentives on the part of Valio Oy and allow it to align its pricing with that of its competitor. Due to an alleged glitch in the IT system of Valio Oy, more specifically in a firewall that was intended to prevent access to the target’s competitively sensitive pricing information, Valio Oy did in fact have access to such information during a period of several months. Once Valio Oy became aware of the malfunction in its IT system, it self-reported the matter and the infringe - ment to the FCCA. The regulator investigated the procedural infringement and concluded that Valio Oy had breached the most essential condition imposed by the FCCA’s clearance decision. Consequently, the FCCA decided to refer the matter to the Finnish Mar - ket Court, with a proposal for a fine in the amount of EUR900,000. By a decision delivered in October 2024 (MAO/607/2024), the Finnish Market Court con - curred with the FCCA on the existence of an essential
infringement, which amounted, according to the judi - cial body, to a grave infringement of competition law. At the same time, the Finnish Market Court found that the infringement was less extensive than the FCCA had concluded; hence, the amount of the fine was somewhat reduced. Nonetheless, the fine imposed by the Finnish Market Court amounted to EUR600,000. The FCCA appealed the decision of the Finnish Market Court to the Finnish Supreme Administrative Court. In January 2026, the Finnish Supreme Administrative Court issued its decision (KHO 97/2026) and upheld the Finnish Market Court’s decision, thus dismissing the FCCA’s appeal. The Finnish Supreme Administra - tive Court found that the FCCA’s appeal did not reveal any facts that would require Valio Oy’s conduct to be assessed differently from the Finnish Market Court’s decision. Furthermore, according to the Finnish Supreme Administrative Court, there were no grounds (nor are there now) to consider that the Finnish Mar - ket Court’s decision was unlawful with regard to the amount of the fine. The Finnish Supreme Administra - tive Court therefore upheld the fine of EUR600,000 imposed earlier by Finnish Market Court. The case, including the FCCA’s proposal, represents the first-ever instance where sanctions have been imposed in Finland for a failure to observe commit - ments the FCCA has imposed as a condition for merger clearance. The case, now concluded by the decision of the Finnish Supreme Administrative Court, sends a very clear signal to companies that the FCCA will take procedural infringements seriously and not shy away from proposing a fine, even in cases where the infringement is seemingly not intentional. Notify - ing parties must remain vigilant that clearance com - mitments are strictly observed, particularly in cases where a trustee cannot oversee the implementation of commitments in the day-to-day operations of the acquiring corporation. Proposed Amendments to the Finnish FDI Regime Finland’s legislation on the control of foreign direct investment (FDI) pre-dates the various crises in recent years that have resulted in a proliferation of national rules aimed at screening and controlling foreign influ - ence over national corporations, and ensuring the security of supplies in key civil sectors. In Finland,
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