Tuure Leponiemi

Associate

Tuure Leponiemi

Associate

Mobile	+358 50 357 1664
Phone	+358 9 6817 0185
Email	[email protected]
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Assistant

	Rea Jokinen
Email	[email protected]
Phone	+358 9 6817 0132

Focus on M&A, private equity and tax structuring as well as general corporate and contract law.

Tuure Leponiemi is known for his wide-ranging approach on transactions and other corporate matters, with specific knowledge in the field of taxation.

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Education

University of Helsinki (LL.M. 2015)

Languages

Finnish, Swedish and English

References

Transactions

Investment in the largest subsidy-free wind farm project in the Nordics

5 Nov 2018

We advise IKEA Oy on the Finnish law aspects of its investment in four wind farms in Finland. T...

Transactions

Sale of Parmaco to a group of investors led by Terra Firma

4 Oct 2018

We advised MB Funds on the sale of Parmaco, the leading Nordic provider of high-quality movable...

Transactions

Acquisition of Elekta AB's magnetoencephalography business

19 Jul 2018

We advised York Instruments, a subsidiary of Croton Healthcare, in its acquisition of Elekta A...

Transactions

Acquisition of Elenia

13 Dec 2017

We advised Macquarie Infrastructure and Real Assets (MIRA), Allianz Capital Partners and The St...

Transactions

Acquisition of Powerflute Group

12 Dec 2017

We advised Mondi Group on the acquisition of Powerflute Group, a division of Nordic Packaging a...

Transactions

Financing of the Laiva Gold Mine

12 Dec 2017

We advised the US mining finance fund Pandion in its financing of the Laiva Gold Mine operated ...

Latest Insights

The Finnish Government Publishes Proposal on Patient's Freedom of Choice

12 May 2017 As a part of the major health and social services reform, the Finnish Government published on 9 May 2017 a proposal for new regulation (the "Freedom of Choice Act"), enabling patients to choose between healthcare providers from the private and public sectors. The Government published a draft proposal on the freedom of choice in December 2016, after which the draft proposal was circulated for expert opinions in early spring 2017. Based on over 600 expert opinions, certain parts of the draft proposal were amended. Following our D&I Alert issued on 23 December 2016 on the draft proposal, in this D&I Alert we focus on some of the key amendments implemented in the government proposal. The Proposal in Brief: The Patient Becomes the Customer Currently, social and healthcare services are largely provided by municipalities. Regulatory obstacles have effectively kept the market share of private healthcare providers fairly low. The proposal aims to make the market more effective by enabling grand-scale competition on the market. In the proposal, a social and healthcare county ("County") procures the health and social care services from direct service providers ("suoran valinnan palvelun tuottaja") (i.e., service providers offering services with the same broad scope as the current public health and social care centers) by paying a fee based on the age, location and health conditions of the persons under the direct service provider's primary responsibility. The customer may choose, for one year at a time, which direct service provider to use, paying the same basic fee regardless of the service provider used. Furthermore, some social and healthcare services are made available through vouchers or a personal budget. The vouchers effectively extend the customer's freedom to choose which service provider to use. Amendments from the Draft Proposal Based on expert opinions certain amendments were made to the draft Freedom of Choice Act, comprising in particular the following: the direct service providers and the Counties shall offer consultation, assessment and coordination services; a direct service provider shall provide a minimum of 60 % of its services by using its own staff, i.e., without using subcontractors, and provide security for protection against insolvency; the criteria for the remuneration paid to direct service providers were amended to include the customer's need for services; and the timetable for the implementation of the new rules was specified. Possible Implications for the Private Sector The private sector currently holds a 25 % share of the social and healthcare market. The new regulation enables new business opportunities due to e.g.: private and public service providers competing for the same customers in a situation where the private sector is more used to competition than the public sector; small and midsized private service providers are expected to participate on the market by providing their services in exchange for vouchers or customers' personal budgets; private service providers being able to offer services without taking part in tenders due to a new notification system introduced in the proposal; and private service providers being able to use their expertise in customer service and cost efficiency to win over patients from other service providers. The health and social care centers run by the Counties will mostly be challenged by large service providers offering their services directly to the Counties. The market for providing direct services is completely new, which could allow new entrants to gain a significant market share in a short period of time and existing private sector actors to strengthen their positions. Next Steps The Government has expressed a strong will to carry out the reform with a tight schedule. According to the schedule, the reform should be handled by the Parliament prior to the summer break of 2017. Should the proposal be approved, it would come into effect in two stages. From the entry into force on 1 January 2019 (the Counties may opt for a transfer period) until the end of 2021, the focus will be on basic level services. Thereafter, the scope will be widened, and finally in the beginning of year 2023 the legislation would be in full effect. We at Dittmar & Indrenius are happy to discuss any questions you may have regarding the Finnish health and social services reform and its expected implications.

The Central Tax Board Rules on Interest Deductions for Private Equity Structures

21 Apr 2017 A recent decision by the Central Tax Board demonstrates that for purposes of the balance sheet test exemption the consolidation shall be made at the fund level. The Balance Sheet Test The deduction of interest costs from intra-group loans has been limited through a specific set of rules implemented in 2014. An exemption from the limitation of interest deductions is included in the so-called balance sheet test rule, according to which intra-group interest costs are always deductible when the company's equity ratio (equity / balance sheet total) is higher than the equity ratio of the consolidated group at the group parent level. The Ruling In the ruling KVL 015/2017 (not yet binding), the Central Tax Board stated that a balance sheet prepared at the HoldCo level (see picture below) was to be regarded as a sub-group balance sheet which could not be used for purposes of the balance sheet test exemption. Instead, the Central Tax Board implied that the consolidated balance sheet shall be prepared at the fund level. In the case at hand, the fund was a Guernsey partnership which is not regarded as an independent legal entity or an accounting subject. Accordingly, under Guernsey law, the fund did not prepare a consolidated balance sheet. Implications The ruling of the Central Tax Board could lead to a situation where no qualifying consolidated balance sheet for balance sheet test purposes is available, thus denying the group's possibility to use the balance sheet test altogether. If the controversial ruling gains legal force, it is likely to have an impact on how Finnish private equity funds and investments are structured. If the consolidated balance sheet shall be prepared at the fund level, the investors (limited partners) may be encouraged to finance the fund through debt instead of equity, to maintain a low equity ratio and thereby facilitating the deduction of intra-group interest costs. The current interest deduction rules will be replaced by a new set of rules set forth in the EU Anti Tax Avoidance directive, estimated to come into force on 1 January 2019. The described ruling by the Central Tax Board, if it gains legal force, obscures the applicability of the balance sheet test until the EU Anti Tax Avoidance directive enters into force. Meanwhile, we hope to see a final resolution to this ruling by the SAC.

Dittmar & Indrenius