FINLAND Law and Practice Contributed by: Tarja Wist, Wist Attorneys
1. Market 1.1 Major Lender-Side Players
2. Documentation 2.1 Governing Law
The Finnish acquisition finance market for domestic companies and SMEs is dominated by local banks, with OP Group and Nordea having by far the highest market shares, while for trans- actions involving large international companies, the banking market involves all major European banks, debt funds and other non-bank lenders. In the domestic market, crowdfunding platforms, pier-to-pier finance providers and other non- bank lenders have continued to increase their market presence, targeting primarily small enter- prises. Their lending levels are, however, rela- tively small, and their importance in the overall market is still modest. 1.2 Corporates and LBOs The Finnish M&A and real estate markets remained generally modest in 2024, corporate lending equally continued its declining trend, and acquisition financing was challenging, amid banks focusing on credit quality and mitigating their risks by stringent security and solvency requirements. The M&A market, however, picked up towards the end of the year, resulting in record activity in the last quarter over two years in terms of number of deals. M&A activity continued to be relatively strong in the first months of 2025 but slowed down as uncertainty in the global econ- omy increased.
For SMEs and domestic transactions, the finance documents would typically be governed by Finnish law. Large international companies operate globally and also finance their operations internation- ally by means of commercial papers, bonds or syndicated lending facilities. In these cases, the finance documents are usually governed by English law. In Scandinavian cross-border transactions, the finance documents may also, albeit more rarely, be governed by Swedish or Norwegian law, depending on the acquirer’s and the bank’s domicile. 2.2 Use of Loan Market Association (LMA) Agreements or Other Standard Loans In finance transactions with international banks, LMA-based finance documents are regularly used. For domestic transactions, no similar standard exists, and there is more variety in the form of the documentation. For smaller transactions, banks would tend to use their own standard forms of agreement; for larger and more com- plicated transactions, the documentation would be produced by an external law firm and often be closer to the LMA template. 2.3 Language There are no requirements relating to the lan- guage of the finance documents. English is widely used in all transactions having an inter- national dimension or involving international (whether Finnish or foreign) companies.
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