FINLAND Law and Practice Contributed by: Timo Lehtimäki, Niklas Thibblin, Essi Hietaoja and Oona Honkamaa, Waselius
5.6 Release of Typical Forms of Security Generally, security is released by unwinding the perfection measures taken when the security was granted. For example: • registered security is deregistered; • possession of floating charge promissory notes and share certificates is transferred back to the pledgor; and • relevant third parties are notified of the release. 5.7 Rules Governing the Priority of Competing Security Interests and/or Claims Subordination requires an express consent/ agreement from the creditor being subordinat - ed to other creditors. Contractual subordination – such as LMA template-based intercreditor agreements – are commonly used. Structural subordination is also used, and cer - tain types of security have a registration-based priority system – in particular, floating charges and real estate mortgages, which can be used to create a structural type of priority order between secured creditors. 5.8 Priming Liens and/or Claims There are no material statutory security interests or priming liens under Finnish law. For example, tax, employee and pension claims do not enjoy any super-priority but instead rank pari passu with normal, unsecured debt. 5.9 Cash Pooling and Hedging/Cash Management Obligations Cash pooling is relatively common in Finland. Cash pooling accounts and intra-group receiva - bles arising from cash pool arrangements are often excluded from the security package in pri - vate credit transactions.
more detail in 7.6 Transactions Voidable Upon Insolvency . Retention of Title Retention of title (ROT) is recognised under Finn - ish law and is considered valid under the follow - ing requirements: • the ROT has to be clearly agreed and speci - fied between the parties prior to the buyer getting the object into its possession; • the object has to be identified and it must be separable from other assets of the buyer (eg, by name plates); • the ROT can only cover the purchase price and other costs incurred to the seller in con - nection with the sale of the object; and • the buyer must not be entitled to resell or consume the object, attach the object to another, or otherwise dispose of the object like an owner. There is no requirement to register ROT interest in order for it to be enforceable, and there is no such register in Finland. Extended ROT is not recognised under Finnish law. Anti-Assignment Under Finnish law, receivables are generally freely transferrable without any prior consent from the debtor. However, where the underly - ing contract includes an anti-assignment clause/ restriction on transfer, assignment or pledge, such restriction would generally be enforceable against the assignor by the debtor, and the sale or assignment of such receivable would general - ly not be effective to vest the contractual rights in the assignee. There are, however, some excep - tions to this.
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