Introduction

Legislation and other regulation

In Finland, public takeovers are mainly regulated pursuant to the provisions of the Finnish Securities Markets Act (the ‘SMA’). Furthermore, certain general provisions of the Finnish Companies Act (the ‘Companies Act’) related to the principle of the equality of shareholders have found application in the context of takeovers. The SMA and the related regulation were revised in July 2006 to implement the provisions of the Takeover Directive.

The relevant supervisory authority for public takeovers is the Finnish Financial Supervision Authority (Finanssivalvonta, Finansinspektionen, or the ‘FSA’). Based on its supervisory authority, the FSA has issued further guidelines to be complied with in takeover situations (the ‘FSA Guidelines’). The FSA Guidelines were also revised to reflect the amended legislation based on the implementation of the Takeover Directive.

The legislation related to takeover bids in Finland is general in its nature and market participants have called for more detailed rules and guidelines for best practices in takeover situations. In particular, the obligations of the offeree company board and the possibilities available to target companies were deemed unclear. Subsequently, a detailed self-regulatory recommendation on the procedures to be applied in takeover situations (the ‘Helsinki Takeover Code’) was published in December 2006 by the Finnish Central Chamber of Commerce. The Helsinki Takeover Code provides additional guidance on good market practice for takeover situations, and, in particular, addresses procedural issues and the obligations of target companies in takeover situations. The FSA has also acknowledged the Helsinki Takeover Code to reflect good market practice to be complied with in takeover situations.