FINLAND Law and Practice Contributed by: Christoffer Waselius, Jaakko Huhtala and Niko Markkanen, Waselius
Anti-Bribery, Sanctions and ESG Compliance According to the Finnish Criminal Code (39/1889, as amended), giving or accepting a bribe in business is a felony and subject to a fine or imprisonment. This applies to a person in the service of a business, a member of the administrative board or board of direc - tors, managing director, auditor, receiver of a corpo - ration or a foundation engaged in business, a per - son carrying out a duty on behalf of a business, or a person serving as an arbitrator and considering a dispute between businesses, between two other par - ties, or between a business and another party. There is no separate legislation or guidance relating to anti- bribery in Finland in addition to the Criminal Code. No changes in the approach to anti-bribery issues have taken place in 2024–2025. The national general regulation regarding the imple - mentation of UN/EU sanctions is the Act on the Ful - filment of Certain Obligations of Finland as a Mem - ber of the United Nations and of the European Union (659/1967). The sanctions imposed by the EU must be fully complied with in Finland. As the EU sanction regulations continue to be amended regarding Rus - sia and Belarus, companies must observe the quickly changing lists in their actions, including M&A trans - actions. Further, the National Bureau of Investigation publishes national freezing orders in the Official Jour - nal of Finland (so-called NBI freezing list). National freezing orders refer to decisions imposed under the Act on the Freezing of Funds with a View to Combat - ing Terrorism (325/2013, as amended). According to the Accounting Act (1336/1997, as amended), nation - ally implementing the Corporate Sustainability Report - ing Directive (EU 2022/2464, the CSRD), certain large and listed companies (except listed micro-enter - prises) must disclose in their annual financial state - ments how they manage environmental, social and corporate governance related matters according to European Sustainability Reporting Standards (ESRS). The Accounting Act also includes a reference to EU Taxonomy Regulation (2020/852), which imposes a duty to include specific information regarding sustain - ability in these statements. The CSRD expanded the scope of companies subject to mandatory disclosures as well as strengthened the rules on reporting social and environmental information. The new rules were
applied for the first time to reports concerning the financial year 2024.
4. Due Diligence 4.1 General Information Scope and Areas of Focus
Legal due diligence is usually conducted on an issues- only/red-flag basis. It is increasingly rare to obtain detailed reports, even in insured transactions – ie, where a warranty and indemnity insurance policy is obtained. The applicable materiality threshold and scope of the due diligence depend on, among other matters, industry-specific aspects and the size of the target, as well as whether or not the transaction is insured. The key areas of focus are usually agreed separately between the buyer and the legal adviser, and typically cover areas such as corporate docu - mentation, commercial agreements, financing, tax (unless there is a separate tax adviser), employment, disputes, regulatory aspects, real estate, environment, data protection and privacy, as well as intellectual property rights. Procedures From a procedural point of view, due diligence reviews are typically conducted by the relevant professional advisers (eg, legal, financial, tax, and business or tech - nical advisers) as a combination of document reviews and Q&A sessions with the target’s management. In addition to the information disclosed by the seller in the data room, the buyer takes advantage of the rel - evant information available in public databases (such as the articles of association, the annual accounts and other trade register information regarding the target). Data Room As a rule, the due diligence material is usually provided through a virtual data room, and it is increasingly com - mon for the data room to be split into a general data room and a clean room, the latter of which includes information that is sensitive from either a business, technical or antitrust point of view. 4.2 Vendor Due Diligence Vendor due diligence constitutes more or less com - mon practice in transactions involving private equity
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