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Transaction Powerhouse Public tender offer for all shares in Amer Sports Corporation D&I advises Anamered Investments, an investment vehicle owned by Mr. Chip Wilson, on the Finnish law aspects of the announced EUR 4.6 billion public tender offer for all the shares in Amer Sports Corporation by Mascot Bidco Oy.
Transaction Powerhouse Fennia's Acquisition of Folksam Non-Life We advised Fennia Mutual Insurance Company in its acquisition of Folksam Non-Life Insurance Company from Folksam, Veritas and Aktia Bank. Following approvals by the Competition and Consumer Authority and the Financial Supervisory Authority, the acquisition was completed on 27 November 2018. Folksam Non-Life Insurance Company’s premium income is approximately EUR 76 million. It has about 95,000 customers and 200 employees. Fennia provides statutory and voluntary non-life insurances to companies, entrepreneurs and households. The acquisition supports Fennia’s growth strategy and strengthens Fennia’s position on the Finnish non-life insurance market by creating an insurer with 380,000 private and corporate customers.
Transaction Powerhouse Investment in the largest subsidy-free wind farm project in the Nordics We advise IKEA Oy on the Finnish law aspects of its investment in four wind farms in Finland. Together they comprise the largest subsidy-free wind power project in the Nordics with a total of 25 wind turbines and a combined capacity of 107.4 MW. Total production is estimated at approximately 360 GWh per year. IKEA Oy, part of Ingka Group, is financing the construction of the wind farms, with the commitment to acquire the wind farms once they are fully operational in the beginning of 2020. The current owner of the wind farms and the main contractor for the construction is OX2 Wind. The wind farms are located in Ostrobothnia in Långmossa and Ribäcken, in Southern Ostrobothnia in Ponsivuori and in Southwest Finland in Verhonkulma. The investment is part of IKEA's commitment to become energy independent by 2020 and produce as much renewable energy as their global units consume as well as to promote the transition towards carbon neutral society.
Innovation Powerhouse Helping create a new data-driven business for a leading clean-energy company We represent Fortum in the development of its smart building and sustainable living services. The Smart Living concept is a flagship in the company's service offering and is expected to shape how data driven building services are provided throughout the Nordics. We have worked closely with Fortum from the very beginning of its service development and advise them in matters related to Smart Living and the development of new contracting procedures. Fortum has taken an exceptionally strong stance on privacy by design and transparent data processing. This stance reflects throughout its service development lifecycle and how all partnerships related to Fortum's services are established and maintained. As a result, Fortum expects highly reliable, solution-oriented, business minded and long-term advice from its legal advisers. As part of the work, we have provided continuous and detailed guidance on accountable service development, including a broad range of impact assessments and privacy issue evaluations, and assisted in the partnership negotiations related to the service. Fortum is a leading clean-energy company developing and offering solutions for its customers in electricity, heating, cooling, as well as solutions to improve resource efficiency. They also provide services for the power generation industry and solutions for consumers. Fortum has operations in 10 countries, with approx. 8,800 employees. Sales in 2017 amounted to EUR 4.5 billion. Fortum's share is listed in NASDAQ OMX Helsinki.
Dispute Powerhouse Cross-border M&A-related arbitration We successfully acted for Fonecta, the biggest B-to-B service provider of digital sales and marketing solutions in Finland, in a cross-border M&A-dispute. The dispute involved arbitration proceedings and court proceedings in several courts as well as interim measures. The substance of the dispute related to the scope of the transaction and involved complex issues concerning the right to use intellectual property rights on the internet.
Innovation Powerhouse ICT, Cloud Service, FinTech and GDPR projects with a major Finnish bank We have recently represented Aktia in several cloud service agreement negotiations and other ICT deals (during the spring of 2018) where the counterparties have been all well-known US based technology and cloud services giants. We have also been actively involved in Aktia's GDPR projects and contract drafting and negotiations with various service providers. We assisted also with Aktia Wallet, a digital wallet that enables customers to keep track of their cards and transactions and provides secure payment solutions. Our expert resources have also worked on-site at the client's head office and we have strongly supported Aktia's legal team with their day-to-day legal and contractual matters. Aktia Bank Plc is one of the listed Finnish banks, offering a range of solutions in banking, asset management, insurance and real estate, and has approximately 380,000 customers who are served from about 40 branch offices. Aktia is currently involved in business critical ICT transformation projects.
Dispute Powerhouse Contractual liability maritime dispute We represent several international insurance companies and ship owners against a leading global provider of marine and energy solutions and services in a multi-million euro maritime dispute concerning the supply of propulsion systems to the tankers. The case involves a multitude of cross-border elements, highly complex technical issues and legal arguments relating to the tort liability.
D&I Quarterly Q4/20153 Nov 2015 D&I Quarterly brings together a selection of our experts’ articles and interviews published during Q4. It is dedicated to inspire, stimulate discussion and think ahead for your benefit. In Q4 we discuss a variety of legal topics such as the new creditor-friendly interpretation regarding corporate benefit, future prospects for the municipal energy holdings and data security policy tips after the Ashley Madison hacking. We also share thoughts of D&I Managing Partner Anders Carlberg and catch up with D&I Alumna Maija Vartiainen of If. Read the e-replica here.
Arbitration Remains the Best Dispute Resolution Mechanism30 Jun 2015 Mysterious Secret Society From time to time arbitration is the subject of public discussion. Especially the fact that arbitration is not public, and that disputes are resolved by arbitrators who operate outside of the court system, has a tendency to raise questions. Lately the free trade agreement (TTIP) being negotiated between the EU and the US, and its possible arbitration clause, has caused public debate. Certain quarters have regarded it problematic that sovereign states are bound by arbitral awards and have described arbitration as some sort of a mysterious secret society. Yet, between companies arbitration is and remains the most sensible dispute resolution mechanism. Non-publicity The aspects that draw public attention are indeed some of the advantages of arbitration. From the perspective of a company, it is our experience that corporate clients usually prefer to have disputes resolved behind closed doors. That way the company has better control over whether and how it does its reporting. At the same time it is more difficult for the counterparty to use publicity as a means to exercise pressure. Competence of Arbitrators Another advantage of arbitration is that the parties have the power to choose the persons who resolve the dispute. This ensures that the arbitrators have the exact knowledge and experience that the parties regard as important for just settlement of the dispute. Efficient Proceedings When the matter is resolved by arbitrators in whose fairness the parties trust, there should be no need for appeals. Arbitral awards are final and appeal on the merits is not possible. Especially with state courts being jammed and trials extending over several years, wasting resources on lengthy legal proceedings is avoided through arbitration, which has been shaped explicitly to serve the needs of the parties with arbitrators having broad powers to agree on and direct the course and time schedule of the proceedings. A common argument against arbitration is that it is expensive. This could well be argued to be a misconception, at least in comparison to the alternative, court litigation. In a drafting situation, if faced with the cost argument, a party wishing to incorporate an arbitration clause should point out that usually the cost of the arbitrators can be expected to be balanced out by limiting the process to one instance, instead of two, or possibly three, thus limiting the bigger cost of legal counsel. The clause can also stipulate one or three arbitrators, depending on the monetary interest and complexity of the dispute. It is often forgotten that besides the need of a legal counsel for an extended period, lengthy court proceedings tie up the company’s own resources for the whole duration of the proceeding. The amount of input required from a company’s internal resources often comes as a surprise, and the time spent on lengthy legal proceedings is naturally time away from more productive activities. Global Enforceability In international relationships – especially outside of the EU – enforcement of state court judgements is normally difficult and time-consuming. It usually requires that the matter is retried in all the jurisdictions where a party needs to have it enforced. Regrettably often this results in a situation where a party who has a legitimate claim abandons it after discovering how difficult enforcement would be. An arbitral award on the other hand is directly enforceable in most countries. Also the problem of hometown justice is avoided by arbitration. It can well be said that an agreement is only as good as its dispute resolution clause. Even if all other terms are carefully negotiated, in the end it is of little help if there are no efficient means of enforcing them.
Industrial Internet Needs Protection and Security30 Jun 2015 Companies embracing industrial internet don’t always realise that in the new world the data stored in their systems always includes personal data as well. Such information can consist of, for example, a client company’s representative’s contact details, or data identifying your own company’s mechanical engineer.Information security risks also stem from the fact that industrial internet is always connected with the web. This brings on a whole new set of threats, one which you must also be prepared to face at all times.At the latest, organisations face the importance of data protection regulations when they start to determine how the responsibilities and ownership of data are divided between them. It comes as a surprise to many that according to law, companies cannot freely use the data generated by their systems. Personal data identifying individuals cannot be owned in the sense that most people working with system development or business planning suppose. The contracts a company makes are critical in determining what kinds of rights to data can be achieved. Thus these questions should definitely be taken into account in agreements concerning industrial internet solutions. In the last years, legislators and public officials have noted the challenges of industrial internet both within the EU and in the US. As a result, the EU Data Protection Regulation is underway, and includes very significant regulation concerning industrial internet. Two of the most crucial liabilities are the particular obligation to take data protection into account when designing systems (Privacy by Design) and the obligation to build data protection protocols into all information systems (Privacy by Default). It is advised to connect these obligations closely to the planning of general user experience. Data protection is part of first-rate user experience and usability design. Above is an excerpt of Jukka Lång’s blog published on May 15 2015.
Recent Dividend Withholding Tax Developments for Foreign Investors30 Jun 2015 Foreign investors are encouraged to verify their structure and position in relation to protective claims. The withholding tax treatment of dividends paid to foreign investors is under constant development. A Maltese SICAV was not granted a withholding tax exemption in a recent advance ruling by the Central Tax Board. The Central Tax Board rendered on 30 April 2015 an advance ruling regarding the withholding tax treatment of dividends paid to a Maltese investment fund (ruling 13/2015). The case related to a Maltese SICAV, which contemplated an investment into the shares of publicly listed Finnish companies. The Maltese SICAV had the legal form of a corporation with a variable capital. Unlike Finnish investment funds, the Maltese SICAV had a legal personality. The Maltese SICAV had a number of sub-funds represented by various different classes of shares. The Maltese SICAV was not publicly listed and it was not covered by the UCITS IV Directive (2009/65/ EC). Dividends paid by a publicly listed Finnish company to a Maltese investor can be subject to withholding tax in Finland under domestic rules, if the Maltese investor is deemed comparable to a Finnish private limited liability company, and not e.g. to a Finnish investment fund. The Central Tax Board stated in its ruling that the Maltese SICAV was closest comparable to a Finnish private limited liability company engaged in investment activities, the levy of a dividend withholding tax was not deemed an infringement of the principle of the free movement of capital under Article 63 of the Treaty on the Functioning of the European Union (“TFEU”), as in a comparable domestic situation, the dividend would have been fully taxable for a domestic investor. The advance ruling has been appealed and it is not legally binding. It may be argued that the conclusions of the Central Tax Board may not be fully consistent with the principles adopted by the European Court of Justice in its case law, e.g. Aberdeen Property Fininvest Alpha Oy case (C 303/07). Following the adoptation of dividend taxation principles that meet the fundamental freedoms under the TFEU, Finnish companies have been attractive targets for foreign funds, and Finland has also been a suitable platform for investing into certain funds in other EU countries. In many cases, Finland has been cautious in not infringing the principle of free movement of capital and, accordingly, provided withholding tax exemptions on dividends paid to foreign investment funds, including also third country funds. On the other hand, dividends received from e.g. Luxembourg SICAV funds have qualified under the Finnish participation exemption on dividend income. The advance ruling demonstrates the importance of the comparability analysis in relation to also EU domiciled funds and the fact that the Finnish entity classification rules are not well developed. Foreign and domestic investment funds are encouraged to analyse their current and past dividend taxation positions and consider filing protective claims.
Catching Up with Kati Levoranta of Rovio30 Jun 2015 Before joining Rovio Entertainment Ltd. as their Chief Legal Officer in 2012, Kati has worked in-house at Valio, Pöyry, Nokia and Nokia Siemens Networks. However, she started her legal career at Dittmar & Indrenius in 1996 after being trained at the bench at Tampere District Court and graduating from the University of Turku in 1995. Q: What made you first want to go in-house? I didn’t have any prefixed long-term plans regarding my career. The only thing I was sure of was that I definitely wanted to do post-graduate studies abroad. After my LL.M year at Columbia Law School, I joined Valio as their legal counsel.The first thing that inspired me in being an in-house lawyer was the close co-operation with business people, the feeling of ownership of projects - the satisfaction of achieving business goals, together as a team. The other thing I loved was melting into the heterogeneous group of professionals with varying backgrounds. It’s very different from working with attorneys only, I can tell you! The third thing I enjoyed from the very beginning was the speed at which things have to be done in order to keep the wheels turning. As an in-house lawyer you do your best mitigating risks and then you just go ahead. That suits me very well.The six years at Valio were an amazing learning experience. The time was formative in a sense that I learned to appreciate some of my personality traits as character assets in the business world, which was an important eye-opener from career perspective. Q: What’s the best thing about working at Rovio? For me, that every day is different. There is no such thing as a typical day at Rovio. Instead of routines, there’s always a sense of inspiration and excitement behind the corner. One day we may be negotiating with Hollywood stars and the next day we’re hosting high level governmental officials from the Republic of China in our offices in Espoo. There’s an immense spectrum of things that can land on my desk and I love it. And it doesn’t hurt that I’m a huge fan of our products! There’s always a sense of inspiration and excitement behind the corner. Q: What legal issues or challenges have you got coming up on the horizon? Regulatory issues in the gaming industry are constantly on our radar. We constantly need to be thinking ahead and to predict the direction of the industry regulation in order to be able to turn the tables, if necessary, and prevent any slowing of our own business. Q: In your free time, what are you reading at the moment? I have just been reading a truly fantastic book “Anatomy of winning” (Voittamisen Anatomia) by the famous sports surgeon Dr. Aki Hintsa, best known for his work with Olympic athletes and Formula 1 pilots. According to Hintsa’s philosophy, one needs a foundation of holistic wellbeing for being able to deliver optimal performance. Hintsa’s book strongly resonates with my own beliefs that are based on my personal experience. As a former tennis player, different kinds of sports have always been the most natural way of supporting my wellness and, subsequently, my ability to give my very best professionally. Last year, I started training triathlon. I’m going to my first triathlon competitions in Finland this summer and to Mallorca in early fall. While training, there have been moments when I’ve felt completely beaten physically but, at the same time, mentally crystal-clear and joyful, almost invinsible. I recommend reading Hintsa’s book and acting accordingly. Maintaining good physical condition through doing sports regularly and resting well helps dealing with stress and gives boost when it’s needed.