Reflections on the AGM Season 2017

Please read our Reflections on the AGM Season 2017 (currently available only in Finnish).

EU Market Abuse Regulation (MAR) Takes Effect on 3 July 2016

Please read our Legal Update: EU Market Abuse Regulation (MAR) Takes Effect on 3 July 2016 (currently available only in Finnish).

New Finnish Corporate Governance Code and Update on Other Topical Securities Market Regulation

Please read also our Legal Update: New Finnish Corporate Governance Code and Update on Other Topical Securities Market Regulation (currently available only in Finnish).

The New Market Abuse Regulation and Directive on Criminal Sanctions

The Market Abuse Regulation and the Market Abuse Directive proposed by the European Commission were published in the Official Journal on 12 June 2014. The new legislation aims to solve the problems identified with the application of the current Market Abuse Directive and to ensure market integrity and investor protection by setting a common legislative framework for investigative and administrative sanctioning powers of national authorities and criminal sanctions within EU member states. The scope of the new legislation aims to cover a broader range of financial instruments as well as the full range of emission allowances and certain rules and principles, for example on “market soundings” have been formalised.

ESMA is currently preparing relevant guidelines and technical standards to be submitted to the Commission by 3 July 2015. The Market Abuse Regulation enters into application on 3 July 2016 and the Member States have two years to implement the Market Abuse Directive into their national law.

How will this affect the current Finnish legislation?

The current Finnish Criminal Code already covers for the most part the obligations introduced by the Market Abuse Directive, although some amendments, regarding for example the manipulation of interest rates and benchmarks, would be needed. Also the scope of the essential elements of an offence with regards to market places and financial instruments would be extended. There have been discussions around the efficiency of the criminalisation as the burden of proof required is rather high and there are some challenges for the regulators to master the constantly changing market and the complexity of it.

Market Abuse Regulation introduces several changes the most relevant being (i) the notification time for transactions by permanent insiders which will change from seven days to three days; and (ii) administrative measures and sanctions, which will rise significantly. For example the maximum sanction for market manipulation for natural persons will be raised from EUR 100 thousand to EUR 5 million and for legal entities from EUR 10 million to EUR 15 million or from 10 per cent of the total annual turnover to 15 per cent.

• 'Johan Aalto is a highly experienced practitioner with expertise representing industrial companies as well as private equity firms in acquisitions and public tender offers. He also advises on corporate governance matters and is praised for his ability to handle complex mandates.'
• 'Mikko Heinonen is praised for his market-leading expertise in public M&A mandates, advising on mergers and public cash tender offers. One client describes him as "a solid and experienced legal adviser."'
• 'Olli-Pekka Veranen assists private and public companies with a range of transactional and corporate matters. Sources say: "He is an up-and-coming star in the Finnish M&A market. He has great client skills and always finds the best solution for the client in order to complete the transaction."'
• 'Riikka Rannikko has experience acting for listed companies on corporate and M&A mandates. Clients describe her as "pragmatic, very knowledgeable and pleasant to work with."'
• 'Sten Olsson frequently assistsprivate equity houses and technology companies with corporate matters. He is dual-qualified as a lawyer in Finland and New York.'

• "One of the best-known M&A attorneys in Finland," Johan Aalto is complimented by clients for his "very good practical understanding of the situation."
• Sources describe Olli-Pekka Veranen as being "pleasant to work with."
• Clients hail Riikka Rannikko as being "very structured and in control, with a pleasant way of presenting controversial matters where emotions are involved."
• Clients praise Sten Olsson for being "very experienced in private equity issues and good with people on both sides." Olsson is dual-qualified in Finland and the USA.

• 'Johan Aalto is described by a client as "a steady hand when you are going through difficult situations."'
• 'Clients hail Mikko Heinonen as "one of the best lawyers in Helsinki," and endorse him for being "extremely knowledgeable." He receives further praise for being "very pragmatic, a good thinker and getting things done efficiently."'
• 'Riikka Rannikko...Sources hail her as a "great project leader," adding: "She is responsive, very responsible and gets the things done, while keeping a strategic partner role in the mandate."'
• 'Sources describe Sten Olsson as "very intelligent" and a "skilled negotiator," and highlight his ability to "identify important issues."'
• 'Claes Kjellberg...Clients say: "He is very commercial, easy to get hold of, fast in responding and service-minded."'
• 'Mattias Friberg...One client appreciates that Friberg is "structured, organised, goes the extra mile and delivers above expectations."'
• 'Mikael Klang...Clients praise his availability and speed of response, and one source describes him as "pragmatic, solution-oriented and highly creative."'
• 'Sören Lindström...One client describes him as "proactive" and "always available."'

• "Excellent depth of knowledge in relation to public M&A and is able to give succinct and helpful strategic advice. The supporting associates are professional and efficient."
• "High quality, well structured, good service."

• 'Clients highlight that the firm "has a solid team with strong experts in all relevant practice areas."'
• 'Sources praise the team's "in-depth coverage of the legal issues throughout the process."'

• 'Senior Partner Johan Aalto has a long-standing reputation in the M&A arena.'
• 'Managing Partner Mikko Heinonen is a leading figure in the market.'
• 'Partner Sten Olsson’s clients describe him as an "excellent M&A lawyer with vast experience and good commercial judgement."'
• 'Partner Riikka Rannikko has "excellent expertise and a very proactive approach," according to clients. One client states she is constructive and has the "ability to listen and act independently within the agreed limits."'
• 'Partner Claes Kjellberg’s clients report that he is "very customer-oriented, easy to talk to and responsive to our needs." The highly experienced'
• 'Sören Lindström is widely acknowledged for his long-standing involvement in takeovers, with one source describing him as "sought after for public M&A mandates."'
• 'Clients appreciate Partner Christoffer Saidac's market experience, with one claiming that "whatever the situation, he has been there before."'

• 'The team's outstanding dedication to client satisfaction stands out: “They are prepared to help the client and go over their normal scope to get the deal done.”
• ‘Another client appreciates the group's depth of knowledge, saying: “We appreciated the experience they showed during transactions,” and adding that “they make themselves available, which is very helpful as it is not difficult to have access to them.”'

• 'Johan Aalto has a wealth of experience in M&A matters...Clients appreciate that he is “very experienced, solution-driven and easy to deal with.”'
• 'Mikko Heinonen...offers broad knowledge of corporate and M&A matters. Clients enthuse that “he is very analytical.” Another source adds that “he is well connected and aware of developments in the local market.”'
• 'Riikka Rannikko...is noted as “a true expert in the field of disclosure requirements.” Clients appreciate her dedication: “She is very pragmatic, she works extremely hard and provides excellent advice.”'
• 'Sten Olsson...is noted as an expert on funds work. One client highlights that “he makes clear and concrete recommendations which take commercial perspectives into account.”'
• ‘Sören Lindström typically acts on public and private M&A mandates and also advises on corporate finance and takeover regulation. He represented Intrum Justitia in the merger of Intrum Justitia and Lindorff. Sources comment that he is respected as a "successful lawyer in the transaction market."‘
• ‘A respected lawyer in the market, Richard Åkerman advises clients on a broad range of M&A mandates and has recent experience assisting clients from the food and pharmaceutical industries. He assisted Fazer Group with its acquisition of Frebaco.‘
• ‘Christoffer Saidac offers clients broad knowledge covering public M&A, capital markets and regulatory advice. He is experienced in both domestic and cross-border transactions.’

• ‘"The M&A team has demonstrated a strong combination of long-term partnership thinking, good commercial judgment and excellent technical skills."’

• 'Hannes Snellman has "an outstanding team that takes a solution-oriented approach."'

• 'Clients admire the team's responsiveness and the quality of advice provided: "They have been excellent. They respond promptly, they are practical, and the advice is concrete and sound."'
• 'Other impressed clients describe the lawyers within the practice as "business-minded, flexible and deal-oriented."'
• '"The firm is very good at handling mergers, acquisitions and tough commercial law."'
• '"We are very impressed. The firm has a much more dynamic approach and understands how to distribute work. They did an outstanding job. I always get great access and everything complicated that we do goes to them."'
• 'Sources label Sören Lindström "a very knowledgeable lawyer within public M&A."'
• 'One client says that Richard Åkerman "is not only a very experienced M&A lawyer, but he is very business-oriented and understands which matters to focus on," also appreciating that he is "very pleasant to work with and has great social skills."'
• 'Christoffer Saidac has earned a solid reputation in the market and is praised by clients for being "very responsive and getting back to clients quickly."'

• 'Considered "excellent in all respects"'

• '"The lawyers are responsive, efficient, practical and give incredibly thoughtful advice. They really take the time to listen, read, pay attention and give you their opinion - not just what you want to hear.", "It's a big firm so it has lots of experience, lots of good people and can always find the right person for the job."'
• '"The lawyers are commercial, hard-working, dedicated and pragmatic in their approach."
• "For the purposes of our transaction the team was able to provide the input and expertise required and effectively collaborate with law firms in other countries."'

• 'Sören Lindström is noted for his extensive experience on transactional mandates, in particular public M&A deals. He advised the Nordgren/Pihl family on a targeted issue of new shares, through which FAM became a co-owner of the Nefab group.'
• 'Richard Åkerman heads the firm's private M&A practice. He is recommended for his transactional experience, particularly in the information and communications technology sectors. His recent work highlights include advising Powerflute on its acquisition of Corenso from Stora Enso.'
• 'Christoffer Saidac focuses on public M&A and is noted for his experience in cross-border mergers. He regularly acts on transactions in the financial services sector, and is recognised for his capital markets experience.'

• 'Superb team with an outstanding track record advising on high-value, complex M&A mandates. Clients say that Hannes Snellman "is a great firm - our preferred choice for M&A transactions" and "the lawyers are solution-oriented, extremely helpful and easy to work with."'
• "The team is highly experienced at dealing with transactional issues and is also good fun to work with."
• 'Sören Lindström has an excellent reputation for public M&A as well as capital markets work.'
• 'Department head Richard Åkerman is "to the point in his advice and focused on the deal fundamentals," according to sources.'

• ‘Sten Olsson heads the practice at Hannes Snellman...Johan Aalto and Mikko Heinonen are also recommended.’

• ‘Johan Aalto is 'one of the best M&A lawyers in Finland. He is smart, excellent in negotiations and offers great depth of legal expertise.' Clients say that Mikko Heinonen '... is splendid – a top choice for leading transactions.' One client comments: 'If you need a lawyer to drive the deal forward, go to Sten Olsson. He is well connected with lots of experience and is very commercial.' Riikka Rannikko is acknowledged for her expertice in public and private M&A as well as IPOs, public tender offers and share offerings, as well as compliance matters.