Securitisation 2025

FINLAND Law and Practice Contributed by: Maria Lehtimäki, Niklas Thibblin and Timo Lehtimäki, Waselius

and its delegated rules and regulatory guidelines and technical standards. The due diligence and transparency provisions of the EU Securitisation Regulation impose obli - gations on originators, SPEs and sponsors to provide detailed disclosure, and on investors to seek such disclosure. The disclosed information includes the prospectus or transaction summary, transaction documents, initial and ongoing loan- level data and information on certain exceptional events affecting the securitisation transaction In addition to the general disclosure require - ments under the EU Market Abuse Regula - tion ((EU) 596/2014), the Securities Market Act (746/2012, as amended) imposes regular dis - closure requirements that may apply to Finnish issuers of publicly traded securities or issuers established outside the EEA whose securities are traded on a Finnish venue. There are cur - rently no issuers of securitisation transactions that would be subject to the disclosure require - ments under the Securities Market Act, nor are such issuers likely to emerge in the prevailing market and regulatory environment. 4.3 Credit Risk Retention The EU Securitisation Regulation requires the originator, sponsor or original lender to retain a material net economic interest in the securiti - sation transaction of not less than 5%, on an ongoing basis. The regulation sets out the per - mitted methods for risk retention, which include retaining 5% of the first loss tranche or 5% of randomly selected exposures that would other - wise have been part of the securitisation. The national competent authorities, including the Finnish Financial Supervisory Authority (FIN- throughout the life of the transaction. 4.2 General Disclosure Laws or Regulations

FSA) in Finland, are tasked with supervising the satisfaction of the risk retention requirement, and non-compliance will trigger administrative sanctions. 4.4 Periodic Reporting The EU Securitisation Regulation imposes peri - odic reporting requirements on loan-level data: quarterly for transactions that are not asset- backed commercial paper programmes and monthly for transactions that are. Sometimes, the parties will voluntarily agree on a more fre - quent reporting interval than required under the regulation – for example, if the investor itself is an asset-backed commercial paper conduit sub - ject to the more frequent reporting interval. The European regulatory authorities issue technical standards and guidance on the form and con - tents of reporting and the national competent authorities, including the FIN-FSA in Finland, are tasked with supervising the satisfaction of the reporting requirements. 4.5 Activities of Rating Agencies The EU Credit Rating Agencies Regulation (Regulation (EU) No 462/2013 amending regu - lation (EC) No 1060 on credit rating agencies) and its delegated rules and guidelines regulate the activities of rating agencies in the European Union, including Finland. Any firm that is estab - lished in the EU and carrying out credit rating activities without being registered with the Euro - pean Securities and Markets Authority (ESMA) is operating in breach of the regulation and will be subject to supervisory measures and fines. Any firm that is registered with and certified by ESMA to act as a rating agency but fails to comply with the ongoing requirements of the regulation may be subject to an investigation resulting in public notices, fines and withdrawal of registration.

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