New Partner Juha Nurminen in D&I’s Transaction Powerhouse

We Asked

D&I Quarterly Q1-Q2/2018

Posted on

18 Jun


Share this

Dittmar & Indrenius > Insight > New Partner Juha Nurminen in D&I’s Transaction Powerhouse

D&I Transaction Powerhouse was strengthened in early January 2018 when M&A, private equity and VC expert Juha Nurminen joined D&I Partnership. Nurminen, known for his people and negotiation skills, was appointed from D&I’s own pool of senior talent. Now he’s looking forward to engaging himself in the deal-making and in the business development activities of D&I Transaction Powerhouse.

Q: Partner-level elevator pitch, please: What is D&I Transaction Powerhouse’s value proposition for the client?

D&I Transaction Powerhouse takes an integrated approach to transactions including all legal areas that are relevant in the transaction from the client’s business point of view. We aim to be a true partner for our clients so that they do not have to worry about the scope of work. We provide the whole package!

Q: What keeps you busy right now?

I have a few buy-side and sell-side transactions on the table, most of which are cross-border matters. In order to be efficient and hands on, it’s important to understand both the client’s business angle and also the counterparty’s position. To achieve that, it’s vital to regularly advise both buyers and sellers in various kinds of transactions.

Q: What’s your favorite, often overlooked detail in purchase agreements?

I’m a big fan of the purchase price mechanisms. The logic and numbers behind purchase price mechanisms are often overlooked by lawyers, especially when such matters are outsourced to financial experts. However, the wording in the mechanism must accurately capture the reasoning of such financial experts in order for parties to avoid any differences of opinion afterwards. It’s not a baseball cap – one size may not fit all.

Q: What do you respect most in your colleagues?

I know that this may sound like a cliché, but my colleagues truly share a passion for law and for helping our clients so that they are able to focus on their businesses without worrying about legal matters. I am 100% sure we have the most inspiring and enthusiastic team on the Helsinki law scene! I think part of it comes from the fact that we actually enjoy each other’s company – and good coffee! Our 4th floor common kitchen is the best place to start every morning!

Q: The best career advice you ever got?

Lawyers have two ears and only one mouth. They should be used proportionally. As Stephen R. Convey summarized in his bestselling book – seek first to understand, then to be understood.

Q: If you could time travel to either direction, which year and which place would you travel and why?

Paris in the golden age — that is to say at the turn of the 19th and 20th centuries – would be fascinating. But I guess I would travel to year 1899 and stay at Esplanade, Helsinki. I would look for two young talented lawyers and advise them to give a slightly shorter name for their brand-new law firm, perhaps, just a succinct D&I.

Q: Share a D&I culture secret?

The secret behind our culture is that we are team-players, both literally and figuratively. We relentlessly support each other to be at the top of their own game every day. Every solo performance is always a piece of a bigger puzzle.

Latest Insights

Legal developments at the end of the parliamentary term: Focus on effective legal monitoring
18 Oct 2018 As the current parliamentary term approaches its end, the workload of the Finnish Parliament keeps on increasing. There is a multitude of government proposals with high interest to our clients in parliamentary review at the moment, and it is unclear how the time limits relating to e.g. implementing EU directives will hold, and whether there is enough time to complete all relevant proceedings in due course. Transactions and legal solutions concerning our clients' business may be affected by the uncertainty, but we strive to keep our clients informed every step of the way. Everybody knows that it is essential for attorneys to keep up with constantly changing legislation. Insights on anticipated legislative reforms and amendments are something that our clients may specifically request from us. Naturally all our legal advice must be based on up-to-date legislation – taking into account any eventual changes in the near future. Our profession is a knowledge profession, and it is central for our lawyers to keep up with legal developments. In the course of this autumn, legislative processes and reforms have kept us busier than usual. This will continue until next spring, since the Finnish parliamentary elections will be held in mid-April 2019. All proposals submitted to the Parliament by the current Government must be approved during this electoral term, or else they will lapse. Unfortunately, it seems likely that a number of government proposals are destined to lapse, as the parliamentary committees' workload is enormous – and has been since last spring. There are currently several substantial – and also politically controversial – reforms under parliamentary review, such as the introduction of regional government, health and social services reform and government proposals for legislation on civil and military intelligence and on the oversight of intelligence gathering. Parliamentary review of these major reforms takes up a great deal of certain committees' time. The Social Affairs and Health Committee and the Constitutional Law Committee have been particularly burdened. Parliamentary review of approximately 170 government proposals is underway in mid-October 2018. According to the Government's plans, a further 120 government bills will be submitted to the Parliament during this electoral term, in the course of which they must also be approved. Small and technical amendments form a part of the aforementioned nearly 300 bills, but there is a multitude of government proposals with high interest to our corporate clients, such as the already delayed implementation of GDPR into Finnish legislation and all the amendments relating thereto. As the implementation of the EU's fifth money-laundering directive requires review by the Constitutional Law Committee, the aim to have it in force in the beginning of 2019 is also challenging. It is also worth to mention some other government proposals of significance, which have been recently submitted to the Parliament: proposal regarding amendments to energy taxation, which include stipulations on large-scale energy storages, and the reform of trademark legislation including amendments required in the EU trademark directive, which must be implemented already in January 2019. Even though legal information retrieval is a part of the basic skillset of every lawyer, the core duties of associates and attorneys working in a law firm do not include monitoring legislative processes. It is the expertise and focus on legal research that enables us legal knowledge management professionals to be of true value to our colleagues, who may then concentrate on their own legal expertise – and also on the business of our clients. Indeed, many of my colleagues have expressly shown their appreciation to our KM team's devotion on proactive follow-up of status and current contents of anticipated legislative amendments in the course of the past few months. It is fundamental for our clients to be aware of the forthcoming legislation in order to adjust their business accordingly, to ensure their continuing compliance and to stay on top of their game. Strategic legal advice is not only about the present, but also about the future. And although predicting the future seems to be harder than usual today, our continuous monitoring of legal developments and following-up on specific parliamentary proceedings in detail provides our lawyers the possibility to keep up with the anticipated amendments to legislation in their field of expertise. Effective legal knowledge management also makes it possible for both our lawyers and our clients to focus on what they do best: their core business.
Loose Lips Sink Ships - How to Control Inside Information in M&A Transactions
18 Jun 2018 Although confidentiality is crucial in any transaction negotiation, listed companies should pay extra attention to ensuring that the people involved in the deal put a sock in their mouth. Should information on a potential transaction leak to the public too early, there is a risk that the planned transaction hits the rocks. Competing bidders may get interested and speculators, such as hedge funds, may try to drive the targets' share price up or start bidding on the failure of the transaction. Criminal charges related to unlawful disclosure and abuse of inside information certainly make their way into headlines. Information on an M&A transaction involving a listed company will often turn to inside information at some stage of the evolving transaction. To avoid information leakages threatening the deal and to prevent criminal prosecution, it is essential to effectively control access to inside information. Mind Your Step M&A transactions are lengthy processes involving several steps from the first internal discussion on a potential target to the closing of the transaction. At some stage of the process, the information on the transaction reaches the threshold of inside information triggering an obligation to make a decision on its disclosure. The directors face the challenging task of determining when the information on the transaction actually turns into inside information. Both the probability and the size of the transaction affect whether the information is likely to have a significant effect on the price of the company's shares. Usually when the size of a transaction is substantial compared to the listed company, the information on the potential transaction amounts to inside information at a relatively early stage. There are well established reasons why the directors should focus on determining the moment when information on a potential M&A transaction constitutes inside information. When this happens, a listed company must either disclose the inside information to the public or make a decision to delay the disclosure. A company can delay the disclosure where it would be likely to prejudice their legitimate interests provided that this does not likely mislead the public and that confidentiality can be maintained. In practice, listed companies have a more or less permanent interest to delay the disclosure until there is certainty that the deal will be entered into. Early disclosure could attract competing bidders and create incorrect expectations misleading the public. "As a rule of thumb, listed companies should ensure that the information on an M&A transaction is regarded as inside information at an early stage of the M&A process" Better Safe than Sorry It is not unheard of that the target itself or its advisers leak information to the market in the hope of a more preferable bidder (a so called "white knight") or as another takeover defense tactic to frustrate the bidder or for testing whether there is any room for higher price. Therefore, from the bidder's perspective, the earlier the information on the potential transaction leaks to the market the higher the risk is that the transaction price or at least transaction costs increase(s). In a worst case scenario, the leakage may prevent the completion of the transaction altogether. In connection with a decision on delaying disclosure, the listed company must establish a project-specific insider register on persons who have access to the inside information. With the help of the insider register, listed companies are able to monitor who has access to inside information on the transaction. This reduces the risk of leakage and abuse of inside information because the companies must ensure that the persons included in the register have been informed of the prohibition to exploit or disclose inside information. As a rule of thumb, listed companies should ensure that the information on an M&A transaction is regarded as inside information at an early stage of the M&A process. A predefined low internal limit in the disclosure policy for valuation or strategical materiality of an M&A transaction helps to ensure that information regarding a potential transaction is considered inside information at an early stage and that the persons involved are registered into insider registers soon enough. This "better safe than sorry" approach does not only limit the risk of abuse of inside information, but it certainly is in the interest of the listed company. By defining the information on the planned transaction as inside information, the risks of endangering a successful transaction and competing bids are effectively mitigated.

Share this

Dittmar & Indrenius