< PreviousQUARTERLY Q/1 – 2020 Coronavirus, employment relationships and daily working life EMPLOYMENT Business activities have already dramatically dropped, and such drop threatens many companies in the near future. Some of us work from home which puts our remote working facilities (and abilities) to the test. Most of us have had to adapt to new daily routines at the workplace and at home. It appears that we are approaching the new normal, at least for a couple of months. Changes at the legislative level On 18 March 2020, the labour market parties published a list of proposals for temporary legislation aimed at easing the situation for companies suffering from the corona crisis. The Finnish government has just shown the green light to most of the proposed changes. The temporary changes are concrete and substantial. The proposals govern issues from postponement of TyEL-payments to improvement of laid-off employees’ income security. In addition, the proposals include the following measures, which appear to particularly interest our clients right now: • Shortening the minimum co-operation consultation period regarding layoffs to five days (currently 14 days or 6 weeks); • Shortening the layoff notice period to five days (currently 14 days); • Allowing employers to layoff fixed-term employees; • Acknowledging that the need to layoff a substantial part of the company’s personnel because of a severe and sudden drop in the demand for products or services meets the criteria for carrying-out temporary The coronavirus outbreak has taken the Finnish society and workplaces by storm. Our ways of working and daily routines have dramatically changed during just a week. layoffs without preceding co-operation consultations in accordance with section 60 of the Act on Co- operation within Undertakings. The consultation obligation should still be met afterwards, as soon as practicably possible; • Allowing termination of employment for financial and production-related reasons during a probationary period (currently permitted only on individual grounds); • Facilitating agreements on temporary layoffs by entitling employees who have agreed on a temporary layoff to unemployment benefits; • Extending the re-employment obligation period to nine months (currently four or six months) following the expiry of the employment relationship; • Reducing employers’ pension contributions by 2.6 percentage points from 1 June, at the latest, to 31 December 2020. These proposals are likely to lead to temporary legislation in a very short timeframe, possibly even within a couple of weeks. The period of validity of the temporary measures is three months. Amendments to collective agreements During the last couple of days, the labour market parties have also started concluding temporary collective agreements deviating from the provisions of the collective agreements currently in force with the aim of supporting employers in these challenging circumstances. The agreements concluded so far contain provisions which are similar to the proposals of the labour market parties and the government, but P10-Thinking Ahead Since 1899- the specifi c contents of the agreements deviate to some extent. Employers should primarily follow the provisions of the applicable collective agreements, if any, instead of the possibly deviating statutory rules. Currently, these temporary collective agreements exist, amongst others, in the Commercial Sector, Car Trade business, Hospitality Sector, Facility Services Sector, Air Traffi c Services and in Technology Industries. We expect to see more such agreements very shortly. Typical questions regarding the coronavirus and employment relations During the last couple of weeks, our Employment, Benefi ts & Pensions practice has been very busy with questions related to the corona crisis. We have assisted our clients in adapting to the sudden changes in the market conditions, in determining the course of their HR-matters during the coming months and, of course, in understanding the relevant legal context. Besides the more targeted questions, many of our clients request information on the general principles and legal rules which they should at least understand now. Therefore, we have collected the following list of fundamental matters which Finnish employers should at least take into consideration when contemplating what to do in these unexpected circumstances. AN EMPLOYER IS OBLIGED TO ENSURE WORKPLACE HEALTH AND SAFETY As is evident, an employer has an obligation to take necessary measures to promote and ensure the employees’ health and safety at the workplace and when the employees are performing remote work. Besides an employer’s own preventive actions, this also means providing the personnel with appropriate instructions and information on how to act under different circumstances. The exact contents of such policies depend on the workplace and the operations of the employer. Given the severity of the circumstances, hygiene and physical distance should be a priority for employers, to the extent practically possible. In addition, an employer’s instructions should govern other relevant practicalities, for instance, mandating that employees with any flu symptoms keep their distance from the workplace. Employers should also pay particular attention to the protection of high(er) risk employees. The employer’s instructions should be based on the latest information available from the authorities and from the occupational healthcare service provider. As the authorities amend their instructions and recommendations constantly, also employers should closely follow the information available and 1QUARTERLY Q/1 – 2020 implement changes to the applicable policies without delay. PAYMENT OF SALARY Voluntary measures taken by an employer do not affect the payment of salaries Possible voluntary quarantines, closing down of facilities or corresponding measures limiting the employee’s ability to perform work do not affect an employer’s obligation to pay salary to the employees subject to such measures. Normal sick leave rules apply If an employee, an employee’s children or family members are infected by coronavirus, the general rules regarding sick leave, childcare leave and temporary leave for taking care of a family member apply. As referred to above, given the severity of the situation, employers should also oblige everyone with even the slightest flu symptoms to stay away from the workplace until they are completely recovered. It is also recommended that employees be permitted to take sick leave for even up to nine days after the first day of sickness by notifying their sickness to their employer instead of being required to provide medical certificates. After this nine-day-period, a medical certificate is required for receiving sickness allowance from the state. The medical certificate can be obtained from a remote doctor’s appointment, for instance, or by phone. An employee’s right to the specific sickness allowance for mandatory If a doctor has ordered an employee and/or the employee’s child of less than 16 years old into quarantine, the employee is entitled to sickness allowance from the state (Fi: tartuntatautipäiväraha). The allowance compensates the employee’s lost earnings for the quarantine period. If the employer has paid the employee salary during the quarantine period, the allowance is paid to the employer. If an employee presents a quarantine order to their employer, the employer is obliged to report the employee’s earnings to the Finnish Social Security Institution KELA for the payment of the allowance. Nevertheless, if the employee is able to work remotely from home or on holiday, the employer is obliged to pay the employee his/her normal compensation and the employee does not have a right to the allowance. Normal holiday rules apply The corona crisis does not, as a starting point, impact an employee’s right to accrue and take holidays. Most of the employees take their agreed holidays during the ‘corona period’ normally. Other periods of annual holiday can also be given, applying the normal practices. Employees are, however, entitled to postpone their holidays if they are on sick leave at the start of the holiday. If the sick leave starts during a period of annual leave, the right to postpone can be used after a waiting period of six days. Holidays accrue normally for up to 75 working days when an employee is on sick leave. In cases where an employee’s right to annual holiday would be less than four weeks due to sickness absence, the employer has an obligation to offer complementing annual leave days so that the employee can take at least four weeks of annual holiday in a holiday year. Absences for taking care of children when schools have been closed down As a starting point, there are no specific rules governing a parent’s right to stay home to take care of their children who are not attending school or daycare. On the basis of the information currently available, such amendments to current legislation are not expected either. Accordingly, an employee is entitled to take family leave as in normal circumstances. Absence for compelling family reasons may also be possible. In addition, the parties to an employment relationship may at any time agree on specific arrangements to facilitate the employee’s wishes and the government’s recommendation to stay at home with children even if the children would have a possibility to attend daycare, preschool or school. AUTHORITIES DECIDING TO CLOSE DOWN AN EMPLOYER’S OPERATIONS If the authorities have closed down the operations of an employer, or operations in the employer’s area of business, or if the performance of work is otherwise impossible due to exceptional external circumstances (rather than the employer’s own decision or changes in the market conditions), the employer may be entitled to stop paying salaries to 3 2-Thinking Ahead Since 1899- the employees after working has been impossible for a period of 14 days. It should be noted that, except for employers whose operations have already been closed down or employers receiving compensation from business interruption insurance, the practical signifi cance of this provision will be reduced after the expected changes in the employment legislation and applicable collective agreements regarding the shortening of layoff processes take effect. TEMPORARY LAYOFFS If an employer’s ability to offer work is temporarily reduced, for instance, due to the effects of coronavirus or indirect effects of the authorities’ related decisions, the employer may be entitled to temporarily lay off employees. In addition, layoffs may be used as an alternative to redundancies. For employers employing more than 20 employees, a co-operation consultation procedure should precede layoffs. In addition, all employers are obliged to provide the employees with a prior notice of layoff. As referred to above, it is expected that the minimum co-operation consultation period would be shortened to fi ve days and the layoff notice period to fi ve days. Assuming that these proposals will be enacted into legislation, employers could start layoffs after a period of altogether 15 days from the date of invitation to the co-operation consultations, unless the applicable collective agreement states otherwise. In the most severe cases, the employer could even implement the layoffs without a preceding co-operation consultation procedure. On the other hand, agreeing on layoffs with the employees is also possible. As mentioned, we also expect to see changes in the applicable collective agreements providing similar possibilities during the coming days. These changes are likely to take effect immediately. PRIVACY ASPECTS The coronavirus situation does not entitle employers to collect further data on the state of health of employees in comparison to normal circumstances, in which such rights are very limited. In practice, such data can be collected only to the extent mandatory to meet an employer’s statutory obligations. The data on an employee’s state of health should primarily be handled by the occupational health services provider and the health authorities, as applicable. However, the exceptional circumstances at hand may also require processing of types of employee data other than health data. For instance, collecting 4 5 It is certain that during the next couple of months, we will see a number of changes in the working life and the rules governing the Finnish employment relationships. “ information on whether an employee has travelled in countries considered epidemic areas, the fact that an employee is in quarantine or, e.g., information about who an employee has worked with before being placed under quarantine) is not covered by the restrictions related to health data. In addition, if an employee himself/herself reports on possible exposure, this data can be recorded. What next? It is certain that during the next couple of months, we will see a number of changes in working life and the rules governing Finnish employment relationships. It is also certain that these rapid changes will trigger a number of novel legal and practical questions in the fi eld of employment law. As always, we will continue monitoring the legislative changes and guidelines published by the authorities to provide latest insight and information on the impacts of coronavirus to our distinguished clients – although from our home offi ces for the time being. Suvi Knaapila, Partner @SuviKnaapila Seppo Havia, Partner @SeppoHavia Jukka Lång, Partner @JukkaLang Petteri Uoti, Partner @UotiPetteriQUARTERLY Q/1 – 2020 MAC & Corona - Could the coronavirus trigger MAC’s in M&A transactions? The COVID-19 coronavirus outbreak is already affecting many aspects of M&A transactions, including due diligence, W&I insurance, negotiations and fi nancing. Will the outbreak provide buyers an out from agreed M&A transactions by constituting a material adverse change? What is a ‘material adverse change’?’ In essence, an acquisition agreement allocates the fi nancial and other risks between the buyer and seller of a target company or business. The buyer usually assumes the most signifi cant risk relating to any acquired business, the business risk, meaning the upside and downside potential of the target following closing of the transaction. It is common to separate the signing and closing of a M&A transaction for a variety of reasons, such as obtaining regulatory approvals, securing fi nancing, and generally enabling the sale of the target as soon as the parties have reached a mutual understanding on all key particulars of the deal. When such an approach is warranted, a sophisticated buyer will frequently seek to ensure that pre-closing adverse change risk for the target’s business is allocated with the seller. This is something happening before closing that has or, at some time in the future, will have a materially adverse effect or change on the business for reasons other than the seller’s misrepresentations or covenant breaches. In legalese, lawyers call a provision embodying this purpose as a material adverse change/effect clause or simply a “MAC”. Why is this important? The occurrence of a MAC can entitle the buyer to walk away from the deal. Further, MAC provisions are used in acquisition agreements to qualify seller’s warranties. For example, Finnish acquisition agreements often include a seller’s warranty stating that the target company’s business has not suffered a MAC between signing or closing, as well as a closing condition relating to the accuracy of the seller’s warranties at closing. This use of MAC provisions allocates the risk that information regarding the business represented by the seller to the buyer is inaccurate, as opposed to pre-closing adverse change risk, and typically entitles the buyer to claim damages for losses caused by a breach. If suffi ciently material and fundamental, a MAC event constituting a breach of the seller’s obligations under the transaction agreement could be deemed to entitle the buyer to refuse closing also in the absence of a “no MAC” condition precedent. What constitutes a MAC? Neither the buyer or seller are usually comfortable with assuming business risk for the period between signing and closing as this involves factors that are outside their control. That is also why MAC provisions are often thoroughly negotiated. Key questions defi ning the function, structure, scope and language of MAC clause are typically the following: • What is considered ‘material’? • Do general market disruptions constitute a MAC? • What is the timing of the MAC? As with force majeure, the threshold for demonstrating that a MAC event has occurred is generally considered to be relatively high. There is little case law in Finland to offer guidance to the interpretation of MACs as disputes concerning M&A transactions are virtually always submitted to arbitration. The burden of proof is on the party claiming that a certain event or occurrence constitutes a MAC (i.e. typically the buyer). What is considered “material”? It is possible to specify a threshold defi ning what actualised or projected loss in value will be considered material, either as a specifi c monetary amount or relative to for instance target turnover, assets or profi ts. If the buyer can show that the loss caused by the MAC event will, or depending on the wording of the MAC, is reasonably likely to, exceed TRANSACTION POWERHOUSE P14-Thinking Ahead Since 1899- the agreed threshold, this element of the MAC clause is satisfi ed. There is a recent case from Delaware in which a loss in target company’s value was considered “material” in the context of a public company acquisition (Akorn, Inc. v. Fresenius Kabi AG, 1 October 2018, affi rmed by Delaware Supreme Court). Here, the Delaware Court of Chancery held that a durationally signifi cant 20 % diminution in the target company’s equity value was deemed material. It is, however, worth mentioning that Akorn currently represents Delaware’s sole case where the court found that a MAC actually existed, thus exemplifying how high the bar is in other jurisdictions. Do general market disruptions constitute a MAC? Buyers often wish to see – but rarely get – language saying that the target company’s “fi nancial prospects” are included the defi nition of a MAC. During acquisition negotiations, sellers often provide buyers with fi nancial projections forecasting signifi cant growth after the deal is completed. However, projected performance rarely corresponds with actual performance and cannot be guaranteed, which is why sellers resist the inclusion of such language in MAC defi nitions. Now, if a seller has agreed to carry the risk for pre- closing adverse changes caused to the “fi nancial prospects” of the target company, a buyer could argue that the effects of general market disruptions, such as the coronavirus outbreak, is triggering a walk away right based on MAC. If not, then the buyer will likely have to show that the outbreak has caused direct losses to the target company’s business, condition, assets, liabilities, or operations. Timing of MAC? MAC provisions typically allow the buyer to walk away only if an event or occurrence has caused an adverse change before the closing. Occasionally, buyers are successful in negotiating forward-looking language which allows the invocation of the MAC clause in respect of pre-closing events which are reasonably likely to have a material adverse effect after the closing. Consequently, the specifi c language of the MAC clause combined with the timing of the closing will have an impact on whether the MAC can be invoked. Could the coronavirus outbreak constitute a MAC? The coronavirus outbreak has caused equity markets globally to enter bear territory. On the one hand, this supports the argument that the outbreak’s effect to a target company’s valuation could be deemed material, at least in respect of M&A transactions agreed before the pandemic began to spread. On the other hand, the outbreak will likely not permanently affect the long-term underlying earnings potential of most companies. Most transaction agreements do not directly address the impact of “pandemics”, “epidemics” or “COVID-19” on MAC defi nitions, meaning that parties will have to resort to contract interpretation to establish whether a MAC exists. Consequently, buyers are likely required to show that the outbreak causes direct losses to the target company’s business due to, for example, travel restrictions imposed by public authorities, bans to attend large events and conferences, or compulsory quarantines. Going forward At the time of publication of this article, Europe is the epicentre of the pandemic and appears to be rapidly spreading within the United States. Currently, there is no timeline as to when the uncertainty caused the coronavirus outbreak will end or even subside. For this reason, we predict that specifi c language concerning the allocation of the pandemic or COVID-19 risk will be introduced in the MAC defi nition and seller’s warranties of Finnish acquisition agreements. The fi rst signs that the coronavirus pandemic has caused global M&A activity to decrease or at least pause are present. The stock market volatility may also cause challenges in consummating already announced transactions involving share consideration. In the event that a deal seems to be falling apart because of the coronavirus pandemic, the MAC clause could provide a potential remedy. However, to avoid potentially lengthy and costly disputes, careful advance interpretation of the acquisition or combination agreement is required before a MAC clause is invoked as a ground for terminating a M&A transaction. Further information D&I’s experts are happy to discuss any questions or concerns that you may have concerning the legal implications of the coronavirus outbreak. Jan Ollila, Senior Partner @JanOllila Wilhelm Eklund, Partner Tuomas Tiensuu, Senior Associate @TiensuuTuomasQUARTERLY Q/1 – 2020 Impact of coronavirus on financing documents and available relief measures RIGHT NOW The global COVID-19 outbreak is already having a signifi cant negative impact on many industry sectors in Finland. Like many other countries, Finland has declared a state of emergency and imposed a number of social distancing measures, including travel restrictions, bans on public gatherings and partial school closures. As the outbreak also disrupts global supply chains, many companies are facing a significant loss of sales which is raising concerns about liquidity and the ability to comply with existing financing agreements. To soften the negative impacts of COVID-19 on the Finnish economy and to prevent bankruptcies of otherwise healthy companies, the Finnish Government and financial institutions have introduced a number of measures to provide additional liquidity and ease the companies’ financial situations. Below we discuss some key conditions to borrowing under existing fi nance agreements, present an overview of the key relief measures currently available in Finland and consider the treatment of relief funding under existing loan agreements. ORROWING UNDER EXISTING FINANCING AGREEMENTS Borrowing under existing loan and revolving credit facilities is an option for companies that are able to fulfi ll the conditions for utilisation under the agreements or can agree on an amendment or waiver with their lenders. Typically, borrowers are as a condition for borrowing required to make certain repeating representations and confi rm that no event of default has occurred or would result from the borrowing. Therefore, companies should carefully analyse their existing fi nancing agreements and consider if there is a need to seek amendments or waivers. No Event of Default In order to confi rm that no default or event of default (“EoD”) has occurred or will result from the borrowing, companies need to ensure their ability to comply with all EoD provisions despite the more challenging business environment. Generally, there are many EoD provisions that could be in risk of being breached, including financial covenants, misrepresentation, cross default, insolvency, material adverse change and in some cases even cessation of business provisions. Also, material third party contracts (including supply and commercial) need to be taken into account if there is a material fi nancial risk due to non-performance or termination, e.g., as a result of a force majeure event. You can find for more information on the interpretation of force majeure in commercial contracts in the context of COVID-19 here. No MAC after most recent fi nancial statements Many loan agreements contain a business related material adverse change (“MAC”) provision requiring the borrower to represent in connection with a utilisation that no MAC in the assets, business or financial condition of the borrower has occurred since the date of the most recent financial statements. Although the threshold for a MAC is generally high, borrowers need to consider how materially their business and fi nancial condition have been affected. P16 B-Thinking Ahead Since 1899- When analysing MAC provisions, attention should be paid to the degree of certainty that triggers the MAC provision and who is entitled to determine whether a MAC has occurred. If already circumstances that “might” occur trigger the provision, rather than the actual occurrence of the MAC, the provision is likely to be triggered earlier. Further, a common distinction is whether the occurrence of the MAC is determined by the lender in its sole discretion or by an objective test. You can find for more information on the interpretation of MAC in relation to M&A contracts in the COVID-19 context here. Financial covenants To ensure continued access to loans and avoid an EoD, companies that have fi nancing agreements with regularly tested fi nancial covenants should closely monitor their fi nancial covenant levels. In case there is a risk of breaching covenants or a possibility receive third party relief funding, the companies may consider pre-emptively to seek temporary waivers or amendments to their covenant levels to avoid an EoD or to create more capacity for borrowing base on available relief funding measures. EBITDA adjustments There is a possibility that the COVID-19 outbreak could permit certain EBIDTA adjustments as exceptional items, depending on the defi nitions used in the financing agreements. Companies with EBIDTA ratio based fi nancial covenants should review the defi nition of EBITDA in their fi nancing agreements to determine if there are addbacks that could be utilised to limit the covenant impact from lower EBITDA. For instance, COVID-19 related fi nancial implications could fi t the defi nition of “extraordinary, unusual or non-recurring charges”. Variations of the provision may include “expenses, losses, costs, items, lost profi ts, write-offs, lost revenues” which may be required to be “exceptional, infrequently occurring or one-off”. VAILABLE RELIEF MEASURES The Finnish Government has introduced a supplementary budget and certain fi nancing, tax and employment related relief measures to facilitate companies’ access to liquidity and offer temporary relief from various payment obligations. The measures are implemented as temporary changes in legislation and will be carried out by state-owned financial institutions and administrative entities. In addition, a number Finnish fi nancial institutions and pension funds have published relief measures that are being offered to clients. The fi nancial relief measures currently available are mainly aimed at SMEs, with the exception of tax and employment related measures, which are available to all businesses. Financial relief measures • Finnvera, a state-owned entity for enterprise fi nance, acts in collaboration with the Finnish AQUARTERLY Q/1 – 2020 banking sector and has been mandated to offers SMEs a variety of guarantees, loans and up to six (6) instalment free months. The Finnish Government has prepared a proposal to increase Finnvera’s domestic financing authorisations from the current maximum of EUR 4.2 billion to EUR 12 billion. In addition, the state will increase its coverage of Finnvera’s credit and guarantee losses from 50% to 80%. The measure offers short term relief for at least SMEs. • Many Finnish commercial banks have informed that they, inter alia, offer their SME corporate clients instalment free months, rearrangements to amortisation schedules, increase to existing line of credits and working capital loans. The guarantees offered by Finnvera can generally be applied to obtain access to the relief measures from the commercial banks. The measures offer short term relief for SMEs. • The State Pension Fund of Finland (VER) increases it investment in Finnish commercial papers up to EUR 1 billion, which corresponds approximately 17-25% of the current Finnish commercial paper market. Commercial papers are short term bonds issued by Finnish companies with maximum maturity of less than 1 year. The measure offers access to working capital for companies with a commercial paper programme. • Business Finland, a state-owned innovation funding, trade, investment, and travel promotion organization, offers business disruption funding up to EUR 100,000. The Finnish Government has allocated an additional EUR 150 million for business support measures for SMEs and midcap companies operating in Finland whose business is negatively impacted by the COVID-19 epidemic. The funding is intended for at least tourism and tourism related services, creative and performing industries and all sectors where subcontracting chains are affected. The measure offers small- scale emergency relief funding for SMEs and midcap companies operating in Finland. • Finnish Industry Investment Ltd (TESI), a state owned venture capital and private equity company, is prepared to provide funding to companies owned by its funds and companies where it has direct holdings. In addition, TESI is prepared to start a stabilisation-financing programme to strengthen companies’ financial standing. The measure offers additional funding for companies directly, indirectly or partially owned by TESI. Tax related relief measures • Corporate income tax prepayments can be lowered with simplified procedure. Due to the COVID-19 outbreak, the Finnish Tax Administration will now approve requests for changing (lowering) the income tax prepayments without needing to provide written explanations or interim financial statements, which would normally be required. • Tax payment arrangements will be subject to eased qualifying conditions and payment terms as of 25 March 2020 until 31 August 2020. • Lower late-payment interest rate for taxes in a payment arrangement. The rate for late-payment interest will decrease from 7% to 4% and will be applicable to taxes that fall due after 1 March 2020 (subject to approval of temporary legislative change). Employment related relief measures • Pension insurance: • Pension insurance companies offer temporary three-month extensions to payments relating to employees statutory pension insurance (TyEL) contributions that fall due between 20 March -Thinking Ahead Since 1899- 2020 and 30 June 2020. • Private sector employers are entitled to a temporary decrease of 2.6 % of pension payments. The temporary relief is intended to enter into force as soon as possible and in any case by 1 June 2020 at the latest and will remain in force until the end of year 2020. • Planned temporary amendments to employment legislation include, among others: • The shortening of notifi cation period for lay-offs and for statutory employer-employee negotiations, to fi ve (5) days. • Extension of employer’s lay-off right to fi xed-term contracts. In addition to the above relief measures, some private and public entities (such as pension insurance companies) as lessors and landlords have informed that they are fl exible on payment terms relating to rents for business premises. XISTING FINANCING ARRANGEMENTS AND RELIEF MEASURES When considering available relief measures in the form of loans, guarantees and/or other fi nancial indebtedness, borrowers should carefully analyse their existing fi nancing agreements – including in respect of fi nancial covenants and the defi nitions of “Financial Indebtedness” and “Permitted Financial Indebtedness”. Typically, loan agreements allow loans, guarantees and/or other financial indebtedness from third parties only up to a certain basket limit. Therefore, utilising the relief measures may require that the borrowers seek amendments and/or waivers from their lenders to their existing fi nancing agreements. Large and midcap companies Many large and midsize companies that do not have access to the commercial paper market are currently outside the scope of the bulk of the fi nancial relief measures introduced by the Finnish government. These companies may need to seek amendments or waivers from their lenders. In addition, some companies and their owners may wish to consider (pre-emptive) equity injections to ensure compliance with fi nancial covenants and meeting of liquidity needs. In such cases, companies should review the equity cure provisions in their loan agreements to determine the covenant impact of such injections. Further information D&I’s experts are happy to discuss any questions or concerns that you may have relating to fi nancing, taxation and available relief measures. FINANCING CONSIDERATIONS: Juha-Pekka Mutanen, Partner @MutanenJuha Sakari Sedbom, Senior Associate @SakariSedbom TAX CONSIDERATIONS: Kai Holkeri, Partner @KaiHolkeri Vilho Lammi, Senior Associate @LammiVilho ENext >