Hannes Snellman’s Tax Team has a proven track record of representing clients in demanding high-profile tax cases. Our team has the expertise to defend the taxpayer’s position in audits and disputes related to, for instance, corporate taxation, transfer taxation, personal income taxation, VAT and other indirect taxation, and transfer pricing. With our substantial experience, we assist clients in every step of the process.

We represent our clients in pre-emptive discussions with the Tax Administration and in applying for advance rulings from the Tax Administration and the Central Tax Board. In addition to representing clients in appeals before the Tax Board of Adjustment, administrative courts, and the Supreme Administrative Court, we leave no stone unturned in protecting taxpayers’ rights. We also have experience assisting clients in more exceptional processes, such as alternative dispute resolution, extraordinary appeals, complaints to the Chancellor of Justice, the Parliamentary Ombudsman and the European Commission as well as in appeals to the European Court of Human Rights.

Hannes Snellman’s Tax Team has acted as counsel for taxpayers in several significant cases that have resulted in important case law precedents in Finnish tax law.

Be it passing on wealth to the next generation or finding a more tax-efficient way of managing your income and assets, private wealth tax matters can be highly complex. Individuals and families all have their unique needs and circumstances that require a personalised approach from expert legal advisers. Hannes Snellman offers a first-class client experience built on trust and long-term relationships.

Our Tax Team supports high-net-worth individuals and family businesses in a variety of matters, including tax matters of family offices and investment companies, succession, generation shifts, relocation, trusts, and investment structures. The team is experienced in handling complex cross-border matters, where needed, in seamless collaboration with our networks of foreign lawyers.

We also assist our private clients in tax controversy, in which frequent topics include, among other things, tax residency and insurance products. At the worst, tax controversy concerning private persons may lead to criminal proceedings. Should this happen, Hannes Snellman’s criminal law experts are ready to assist our clients.

Incentivising key individuals and employees has an important impact on the success of a company. In this respect, it is crucial to build the incentives so that they give the desired outcomes. The Tax Team regularly advises clients on tax and social security consequences of incentive plans, such as bonus programmes, employee offerings, share awards, and options. Hannes Snellman also assists clients in obtaining rulings on tax and social security treatment as well as drafting plan documentation.

Businesses operating in any industry can, and likely will, encounter questions concerning value added taxation and other indirect taxation. Our indirect tax team offers personalised, first-class solutions tailored to address the client’s needs.

Our tax professionals have extensive expertise in VAT, customs, and excise duties with special proficiency in VAT questions concerning the real estate business, real estate transactions, and VAT exempt sectors such as financing. Our indirect tax experts are also well-versed in assisting clients operating in new, ground-breaking sectors where the tax questions are unchartered territory.

Our indirect tax team assists clients within a broad variety of industries with, for instance, transactional VAT advisory, deductibility of VAT, and detecting VAT risks. We also advise clients in excise duty, customs, and other indirect tax related matters.

Our indirect tax experts Piia Ahonen and Marika Sorsa have published a hardcover book on value added taxation in the real estate business.

Transfer pricing is not an exact science but nevertheless requires exact expertise. The Finnish transfer pricing landscape requires businesses to navigate through a complex combination of obligatory requirements and flexible procedures to obtain tax certainty.

Our transfer pricing team has broad experience of, for instance, transfer pricing audits, pre-emptive discussion processes, TP model planning, APA, MAP, cross-border dialogue processes, and cooperative compliance programmes. We assist clients in business reorganisations, transfer pricing litigation, and various domestic and cross-border procedures.

Hannes Snellman’s Tax Team provides advice in major public and private M&A, capital markets, real estate, infrastructure, and renewable energy transactions, and fund structures. Our experienced and dedicated tax practitioners help clients with, for instance, tax structuring, advance tax ruling proceedings, and tax due diligence.

Our Tax Team regularly advises clients in the largest and most high-profile transactions on the Finnish market. Hannes Snellman’s tax specialists are highly accomplished in advising taxpayers in cases involving complex cross-border tax elements. The team is trusted by clients to navigate new legal phenomena and find solutions to complex issues. With excellent understanding of our clients’ business, the team has great ability to provide practical, tailored solutions.

Hannes Snellman assisted the client in an advance ruling process to confirm that certain services acquired regarding the target investment were considered VAT exempt management services of special investment funds and that the client did not have to pay VAT under the reverse charge mechanism. The matter was important to the client, as in practice it may vary what kind of services are needed to be acquired when acting as a lead investor or co-investor joining an investment at a later stage. The services in question formed a sufficient bundle of services qualifying for the criteria of VAT exempt financial services necessary for the client to be able to make the investment decision and similar investments in a more efficient way in the future as well. The Finnish tax authorities’ first opinion was that the services were VATable, but Hannes Snellman’s VAT team was able to change the outcome during the advance ruling process. The ruling is now final.

Advised taxpayers who were subject to punitive tax increases due to non-deductible interest expenses not being disclosed on the primary sheet of their tax returns. The amounts of non-deductible interests were disclosed on appendix sheets to the tax return. The tax authorities and the court of first instance held that the purpose of the punitive tax increase rules, which were reformed in 2018, was to acknowledge the summary nature of taxation processes and therefore these rules laid specific emphasis on the accuracy of the information provided by the taxpayers on their mandatory tax disclosures and, as a consequence thereof, the punitive tax increases had to be levied with the applicable maximum rate of 2% of added income although correct information was filed on appendix sheets to the tax returns.

Our clients sought a leave to appeal to these decisions from the Supreme Administrative Court and argued that in the legal praxis of the European Court of Human Rights punitive tax increases have been deemed to be analogous with punishments under the penal code and, as such, the general human rights principles are applicable to them. As a consequence of this, punitive tax increases should not be levied merely based on objective errors on tax returns without regard to the subjective negligence of the taxpayer (or the lack thereof).

The Supreme Administrative Court’s majority reasoned that the subjective ratio legis of the 2018 reform of punitive tax increases was indeed intended to protect the summary procedure of tax assessment and to lay a strict responsibility on taxpayers for the information disclosed on their tax filings. However, taking into account the Finnish Constitution (which has implemented the aforesaid principles of the Human Rights Convention), punishments cannot be imposed without regard to the subjective negligence of the taxpayer. The Court held that our clients had reasonably established that the non-disclosure on the primary sheet of their tax return was a product of human error without an intent to make a wrongful representation. The Court continued that, although the subjective ratio legis would impose a penalty without regard to subjective negligence, the rules also provided a possibility for the tax authority to refrain from levying the tax increase in full where such increase would be unreasonable because of specific reasons. The Court held that, taking into account the total content of the law, a human error, such as the one at hand in these cases, may constitute a situation where it is unreasonable to levy a punitive tax increase in full, although strictly speaking it is against the subjective ratio legis,  and the amount of tax increases was mitigated to half of the original amount. The outcome of the decision thus constituted what in Finnish jurisprudence is determined as application of law in accordance with the objective ratio legis, i.e. what the legislator would have intended had it known the context of the situation and the interaction of the total legal system in the situation. One of the justices voted against the majority and would have overturned the tax increase totally instead of halving it with similar reasoning and also by paying attention to the significant investments that the tax authority has made to automated IT systems within the past decade with a publicly announced purpose to, among other things, better analyse information on tax disclosures and reduce the burden of tax compliance from taxpayers.

Parties

Sampo plc and Topdanmark A/S

Transaction

Sampo plc's recommended public exchange offer for the shares in Topdanmark A/S

Deal Value

DKK 33 billion

Role

Counsel to Sampo plc

Parties

Cargotec Corporation and Kalmar Corporation

Transaction

Cargotec’s partial demerger and separation of Kalmar

Deal Value

Approx. EUR 2.0 billion (illustrative carve-out sales)

Role

Counsel to Cargotec Corporation and Kalmar Corporation

Counsel to a Finnish listed company in a dispute concerning Finnish withholding tax on dividends paid abroad between 2014 and 2016.

The matter concerned dividend payments to a foreign financial institution. In accordance with the applicable tax treaty, the company had applied a withholding tax (WHT) of 0% at source on the dividends.

The Tax Administration conducted a tax audit and claimed that the company had failed their investigation duty, that the financial institution was not the beneficial owner of the dividend income due to the shares being subject to a share lending agreement, and that the company should have thus withheld a WHT of 20% on the dividends. The Tax Administration issued a new tax assessment decision, imposing not only a WHT of 20% but also a tax increase on the company. The circumstances were peculiar in the sense that the dividends had already been paid to the foreign dividend recipient, and now the Tax Administration approached the Finnish listed company (unable to recall the dividend payments made) with a claim to settle the foreign dividend recipient’s tax from the company’s own funds. The Tax Administration alleged that the dividend payer would, under law, have a duty to investigate whether each dividend recipient is entitled to tax treaty benefits in accordance with their respective tax treaties (including “beneficial owner” concepts of such treaties, if any). The Tax Administration made this allegation even though the wording of the relevant Finnish law clearly stated that the dividend payer shall only obtain the name, address, and ID number of each dividend recipient to be able to apply tax treaty WHT rates on dividends paid abroad.

The company applied for adjustment and received a unanimously positive decision from the Tax Adjustment Board, who found that the company had fulfilled its duties under law when applying the WHT 0% on the dividends. However, the state’s representative appealed the adjustment decision to the Administrative Court.

The Administrative Court, similarly, unanimously found that the company had fulfilled its investigation duties under Section 10 of the Finnish WHT Act by obtaining the information exhaustively listed in the law (name, address, and ID number of dividend recipient) and that the tax auditors’ interpretation of the law (i.e. wider investigation duty, including interpretation of the “beneficial owner” concept in tax treaties) was found to be without merit. With these arguments, no WHT or tax increase was to be imposed on the company. The Court, thus, abided by the very basic source of law doctrine, whereby taxes can only be levied based on Finnish law, as enacted by the Finnish Parliament, and international tax treaties can only limit the taxing rights of a country, not create them. As the ruling was based directly on domestic law, the Administrative Court did not examine or rule on the tax treaty concept of “beneficial owner”. The Administrative Court also ordered the Tax Administration to compensate the company’s legal costs of the Administrative Court proceedings to the full amount claimed. The state’s representative did not seek a leave of appeal from the Supreme Administrative Court and the decision of the Administrative Court is now binding.

The whole process began in 2018, which yields an overall duration of six years for the dispute. A material overhanging tax risk (for what were ultimately the taxes of another tax subject) was present for the client for the lengthy duration of the process, but the matter was finally resolved with the positive outcome by the Administrative Court.

This Administrative Court ruling is an important landmark on the application of the principle of legality. Interpretations made based on tax treaties cannot supersede the domestic law as basis for taxation (the so-called “golden rule” of tax treaty law).

Parties

Accel-KKR, Aico Group, Juuri Partners

Transaction

Accel-KKR’s majority equity investment in Aico Group

Deal Value

Value not public

Role

Counsel to Accel-KKR, a global technology-focused investment firm

Counsel in a Supreme Administrative Court Yearbook case on taxation of dividend paid on merger consideration shares.

Counsel a real estate company in a case regarding the VAT deduction of real estate investments. The Finnish Tax Administration had not accepted the VAT deductions made by the company because it had found that the premises were used for both VAT taxable and VAT exempt activities. In the case, it was evaluated from the VAT perspective how the leasing area can be determined per floor of the building while also considering how the premises are described in the articles of association.

Assisted by Hannes Snellman's tax team, the company appealed the Tax Administration’s decision to the Administrative Court and was able to prove that the premises were mostly used for purposes entitling to a VAT deduction, wherefore the company had had the right to deduct the VAT of the costs related to these premises that were used for VATable purposes. The company won the case in the Administrative Court, after which Hannes Snellman assisted the company with the preparation of corrective VAT returns and the refund of VAT that had been groundlessly left unrefunded.

Hannes Snellman acted as counsel to Finnish state enterprise Metsähallitus in the negotiation of contractual arrangements with Vattenfall for the expansion of the Korsnäs offshore wind farm development project.

Hannes Snellman advises NYAB Plc on its re-domiciliation and transfer of listing from Finland to Sweden. The re-domiciliation to Sweden is planned to be executed as a cross-border conversion, pursuant to the so-called EU Mobility Directive, whereby NYAB Plc, without being dissolved or liquidated, would be converted from a Finnish to a Swedish public limited liability company with its registered office in Sweden.

Parties:

SULO Group, (Buyer), Molok Group Oy (Target)

Transaction:

Hannes Snellman counsel to SULO Group, a global waste management leader, in its acquisition of Molok Group Oy from Vaaka Partners.

Deal value: 

Value not public

Role:

Counsel to SULO Group

Parties:

OP Suomi Infra Ky, (investor), Aurora Infrastructure (target), Equitix (majority owner)

Transaction:

Hannes Snellman acted as counsel to OP Suomi Infra Ky in their minority investment in Aurora Infrastructure

Deal value: 

Value not public

Role:

Counsel to OP Suomi Infra Ky

Parties:

Uponor Corporation (target), Georg Fischer Ltd (buyer)

Transaction: 

Counsel to Uponor Corporation in the recommended public cash tender offer by Georg Fischer Ltd to purchase all of the issued and outstanding shares of Uponor Corporation. 

Value:

EUR 2.1 billion

Role:

Counsel to Uponor Corporation

Counsel to Beneq, a leading developer and manufacturer of atomic layer disposition (ALD) technology and provider of R&D services in restructuring the group’s intellectual property holding to correspond to the requirements of the group’s business.

Parties: 

Rebellion, Vihtan Oy

Transaction:

The acquisition of Vihtan Oy, a leading manufacturer of shower screens and glass doors, marked Rebellion’s establishment in Finland.

Deal Value:

Value not public

Role:

Counsel to Rebellion

Parties

Citycon Oyj

Transaction

Counsel to Citycon Oyj in its tender offers of outstanding notes due 2024 of Citycon Treasury B.V. and capital securities issued by it in November 2019 and June 2021.

Deal value

Over EUR 40 million

Role

Counsel to Citycon Oyj

Parties

A consortium consisting of Security Trading, Fennogens Investments, Corbis, and Bain Capital (buyer), Caverion Oyj (Target)

Transaction 

Counsel to the offeror consortium consisting of Security Trading, Fennogens Investments, Corbis, and Bain Capital in the recommended public cash tender offer for all shares in Caverion Oyj.

Deal value 

EUR 955 million

Role 

Counsel to the offeror consortium consisting of Security Trading, Fennogens Investments, Corbis, and Bain Capital

Parties

Orange Capital Partners (Buyer), Starwood Capital Group and Avara Oy (Sellers)

Transaction

Hannes Snellman acted as counsel to Orange Capital Partners in the acquisition of a residential portfolio of 2,200 apartments located across 16 cities from Starwood Capital Group and Avara Oy

Deal Value

Value not public

Role

Counsel to Orange Capital Partners

Parties:

Esperi Care (target), Danske Bank, SEB, and Ilmarinen (majority owners), Triton (buyer)

Transaction:

Counsel to Esperi Care and its majority owners Danske Bank, SEB, and Ilmarinen in the acquisition of the majority of Esperi Care’s shares by Triton Smaller Mid Cap Fund II advised by Triton.

Deal Value:

Value not public.

Role:

Counsel to Esperi Care and its majority owners

Counsel to Finnish Customs in the public procurement of bitcoin brokerage services. The assignment is related to the Finnish Government’s decision to sell the Bitcoins and other cryptocurrencies seized by Finnish Customs and allocate a significant share of the additional revenue to support Ukraine in the current war.

Parties

Basware Corporation (target), a consortium consisting of Accel-KKR, Long Path Partners, and Briarwood Chase Management (buyer)

Transaction

Counsel to the offeror consortium of Accel-KKR, Long Path Partners, and Briarwood Chase Management in the tender offer for all outstanding securities in Basware Corporation.

Deal Value

EUR 620 million

Role

Counsel to the consortium

Parties

Paulig Group (seller), Valio (buyer), Gold&Green brand, intellectual property and R&D function (target)

Transaction

The divestment of Paulig’s Gold&Green brand, intellectual property and R&D function to Valio

Deal Value

Value not public

Role

Counsel to Paulig Group

Parties

Orange Capital Partners and another global investor (Buyers), Morgan Stanley (Seller)

Transaction

Orange Capital Partners' and another global investor's acquisition of a residential portfolio with 37 assets and 1,900 apartments from Morgan Stanley

Deal Value

Value not public

Role

Counsel to Orange Capital Partners and another global investor

Parties

Smartly.io (Buyer), Ad-Lib.io (Target) and various sellers

Transaction

Acquisition of Ad-Lib.io, the next-generation creative optimization platform, by Smartly.io, the leading social advertising SaaS platform for creative and performance marketers.

Deal Value

Value not public

Role

Finnish counsel to Smartly.io

Parties

Anora Group Plc (Altia Plc, Arcus ASA) and Galatea AB

Transaction

Required pre-closing divestment of Altia’s brands Skåne Akvavit, Hallands Fläder, and Brøndums and cognac brand Grönstedts (along with Arcus’s aquavit brand Akevitt Spesial and spirits brands S.P.R.T. and Dworek) to Galatea AB. The divestment to a suitable buyer was required by the Finnish, Norwegian, and Swedish competition authorities as a condition to their approval of the merger between Altia and Arcus to form Anora Group.

Deal value

Not public

Role

Lead counsel to Altia Plc (Anora Group Plc)

Counsel to a Finnish private equity fund in a Supreme Administrative Court Yearbook case confirming the correct application of equity ratio exemption in interest deduction limitations.

Parties 

Virala Acquisition Company Plc, Purmo Group Ltd

Transaction 

Virala Acquisition Company Plc's merger with Purmo Group Ltd.

Deal Value 

EUR 685 million

Role

Counsel to Virala Acquisition Company Plc

Parties 

LähiTapiola Yhteiskuntakiinteistöt Suomi Ky

Transaction 

The acquisition of two properties providing community services in Oulu, Finland. 

Deal Value 

Value not public

Role

Counsel to LähiTapiola

Parties 

Quadoro Investment GmbH, EKE-Construction Ltd.

Transaction 

Counsel to a fund managed by Quadoro Investment GmbH in an acquisition of an office property located in Espoo with a lettable area of approximately 4,200 square metres from the constructor EKE-Construction Ltd.

Deal Value 

Value not public

Role

Counsel to Quadoro Investment GmbH

Parties 

Quadoro Investment GmbH, YIT Construction Ltd.

Transaction 

Counsel to a fund managed by Quadoro Investment GmbH in an acquisition of a MEUR 32 office property located in Järvenpää with a lettable area of approximately 6,500 square metres from YIT Construction Ltd

Deal Value 

EUR 32 million

Role

Counsel to Quadoro Investment GmbH

Parties

Valmet, Neles

Transaction

Hannes Snellman acted as lead counsel to Valmet, a leading global developer and supplier of process technologies, automation, and services for the pulp, paper, and energy industries, in its merger with Neles, one of the leading providers of mission-critical flow control solutions and services for process industries in Finland. 

Deal Value

The combined value of the merging companies is approximately EUR 7 billion.

Role

Lead counsel to Valmet

Parties

Virala Acquisition Company Plc

Transaction

Hannes Snellman acted as legal counsel to Virala Acquisition Company Plc on its IPO and the listing of its Class C shares on the SPAC segment of the regulated market of Nasdaq Helsinki

Deal Value

EUR 107.5 million

Role

Counsel to Virala Acquisition Company Plc

Counsel to a tax payer in Supreme Administrative Court Yearbook case confirming US GAAP as acceptable basis for transfer pricing.

Parties
Vungle, Inc. (Buyer), GameRefinery Oy (Target)

Transaction
Vungle, Inc.’s acquisition of GameRefinery Oy

Deal Value
Value not public

Role
Counsel to Vungle, Inc.

Parties

Amazon (Buyer), Umbra (Target)

Transaction

The acquisition of Umbra by Amazon. 

Deal Value

Value not public

Role

Counsel to Umbra

Counsel in a Supreme Administrative Court Yearbook case clarifying taxation related to dividend in natura. 

Parties

Ahlstrom-Munksjö Oyj (target), a consortium consisting of Ahlström Capital, Bain Capital Private Equity, Viknum and Belgrano Inversiones (buyer)

Transaction

Recommended public cash tender offer for all shares in Ahlstrom-Munksjö Oyj by Spa Holdings 3 Oy

Deal value

Approximately EUR 2.1 billion

Role

Counsel to the consortium

Counsel to a taxpayer in the Supreme Administrative Court Yearbook case outlining VAT treatment of coworking services.

Parties

A fund managed by Quadoro Investment GmbH

Transaction

Acquisition of Hermia 5 and Hermia 6 office properties located in the Hermia Science Park in Tampere with a lettable area of approximately 30,000 square metres

Deal value

Value not public

Hannes role

Counsel to a fund managed by Quadoro Investment GmbH

Hannes team

Tapio Teräkivi, Heikki Vesikansa, Markus Bremer, Marjaana Martikainen, Jenni Parviainen, Piia Ahonen, Meeri Karlsson, Ella Rinne, Panu Vikberg, Linda Launonen, and Viivi Rousku.

Parties

City of Espoo, Kumppanuuskoulut Oy, YIT Oyj, Meridiam Investments II

Transaction

The City of Espoo signed a service agreement with Kumppanuuskoulut Oy on the implementation of five schools and three daycare centres

Deal Value

Approx. EUR 300 million

Role

Counsel to City of Espoo

Team

Rabbe Sittnikow, Jussi Ekonen, Janna Pihanurmi, Janne Veneranta, Roosa Väre, Markus Bremer, Maria Landtman, Samuli Pirinen, Heikki Vesikansa, Harri Vehviläinen, Piia Ahonen, Joakim Lavér

Counsel in Administrative Court case confirming mutual real estate company’s taxation under Business Income Tax Act.

Parties 

DWS (buyer), Regenero (Seller)

Transaction

DWS's acquisition of the Accountor Tower, a 24,000 sq. m. office development in Keilaniemi, Espoo, from YIT and HGR Property Partners’ joint venture Regenero

Deal Value

Value not public

Role

Counsel to DWS

Parties

Optomed Plc

Transaction

Optomed’s IPO and listing on the Nasdaq Helsinki stock exchange

Deal Value

The offering by the company and its shareholders amounted to approximately EUR 44 million

Role

Counsel to Optomed Plc 

Parties

FSN Capital, eCraft, Orango, Fellowmind

Transaction

Fellowmind, eCraft and Orango merge to create European Microsoft Business Applications platform

Deal Value

Value not public

Role

Counsel to eCraft and its owners

Counsel in Supreme Administrative Court case confirming equal treatment of a Swedish real estate investor in Finnish taxation

Parties

Outotec Oyj, Metso Corporation

Transaction

The combination of Outotec and Metso Minerals through a demerger

Deal Value

EUR 3.9 billion (illustrative combined sales)

Role

Counsel to Outotec Oyj

Counsel in Supreme Administrative Court case confirming that Refinancing of real estate company’s bank loans is not subject to transfer tax.

Counsel in Supreme Administrative Court case confirming real estate investor’s right to deduct VAT on transaction expenses

Counsel in Supreme Administrative Court case confirming that share transfer tax is not due on purchase price of shareholder loans

Parties

Peab AB (Buyer), YIT Corporation (Seller), YIT’s Nordic paving and mineral aggregates businesses (Targets)

Transaction

YIT’s sale of its Nordic paving and mineral aggregates businesses in Finland, Sweden, Norway and Denmark to Peab

Deal Value

EUR 280 million

Role

Counsel to YIT Corporation

Parties

Tieto Corporation, EVRY ASA

Transaction

The combination of Tieto and EVRY through a cross-border merger

Deal Value

Value not public

Role

Counsel to EVRY ASA

Counsel to a taxpayer receiving confirmation that a transfer of a business at an early stage qualifies as a transfer of a going concern for VAT purposes.

Counsel in legal proceedings before the Helsinki Administrative Court confirming an earlier Supreme Administrative Court decision that transfer taxes are not payable on the termination of share options.

Parties

Ilmarinen Mutual Pension Insurance Company, Kesko Corporation, Kesko Pension Fund, Kruunuvuoren Satama Oy

Transaction

A series of transactions, whereby Ilmarinen, Kesko, and Kesko Pension Fund, among other things, dissolve their joint ownership of Kruunuvuoren Satama and Ilmarinen acquires all 3,438,885 Kesko A shares held by Kruunuvuoren Satama.

Deal Value

EUR 164 million

Role

Counsel to Ilmarinen Mutual Pension Insurance Company, Kesko Corporation, Kesko Pension Fund, and Kruunuvuoren Satama Oy

Parties

Funds managed by Sentica Partners Oy (Buyer), Mikael Swanljung and his family (Sellers), Picnic Finland Oy, Europicnic Oy and La Torrefazione Oy (Targets)

Transaction

Sentica Partners’ acquisition of majority ownership in Picnic Company Group from Mikael Swanljung and his family

Deal Value

Value not public

Role

Counsel to Mikael Swanljung and his family

The Finnish Supreme Administrative Court issued a resolution concerning the VAT treatment of intermediary services to Finnish students aiming to study abroad in the U.S. Piia Ahonen successfully defended the client’s position through instances, and the resolution issued by the Supreme Administrative Court as a yearbook decision finally confirms that the client’s position is right and that the tax assessments were unlawful. The intermediary services are not subject to Finnish VAT due to the fact that the client acted as an intermediary between U.S. schools and Finnish students in relation to U.S.-based education and accommodation services that are not taxed in Finland.

Parties

Nordic Healthcare Group Oy, Vaaka Partners Oy

Transaction

Vaaka Partner's investment in Nordic Healthcare Group

Deal Value

Value not public

Role

Counsel to Vaaka Partners

Parties

Nexit Ventures (Seller), Ekahau, Inc. (Target), Ookla (Buyer)

Transaction

Nexit Ventures' sale of shares of Ekahau to Ookla

Deal Value

Value not public

Role

Counsel for Nexit Ventures and Ekahau, Inc.

Parties

Areim Fund III (Buyer), Avant Capital Partners, Varma Mutual Pension Insurance Company, EPISO 4 fund (Sellers)

Transaction

Areim Fund's acquisition of a portfolio of eight office properties from Avant Capital Partners, Varma Mutual Pension Insurance Company and EPISO 4 fund advised by Tristan Capital Partners

Deal Value

Value not public

Role

Counsel to Areim Fund III

Parties

Skandia Fastigheter AB (Seller), Castellum AB (Buyer)

Transaction

Skandia Fastigheter AB's divestment of a 14,400 sqm of office property in Helsinki to Castellum AB

Deal Value

Value not public

Role

Counsel to Skandia Fastigheter AB

Parties

CapMan Infra (Bidder), Elenia Group (Target)

Transaction

CapMan Infra signed to invest in Elenia, a leading Finnish electricity network and district heat company

Deal Value

EUR 70 million

Role

Counsel to CapMan Infra

Parties

CVC Capital Partners, LocalTapiola, Varma, Ilmarinen, Mehiläinen management (Buyers), Mehiläinen Oy (Target), Kohlberg Kravis Roberts & Co. L.P., Triton Partners (Sellers)

Transaction

LocalTapiola's co-investment with CVC Capital Partners, Varma and Ilmarinen to Mehiläinen Oy, a leading Finnish private health- and social care provider

Deal Value

Value not public

Role

Counsel to LocalTapiola

Handled pilot cases concerning the tax treatment of debt pushdown in the Supreme Administrative Court.

Counsel to a tax payer in a court proceeding which confirmed that earn out payments cannot be taxed as salary income subject to highest progressive tax rates.

Counsel to several landlords defeating Finnish Tax Authorities’ attempt to deny VAT deductions on the basis of tenant’s bankruptcy.

Counsel to a client receiving confirmation from the Supreme Administrative Court that despite domestic tax law provisions the treaty dividend participation exemption prevents Finland from taxing a capital repayment from paid-in capital by a US subsidiary.

Counsel to a taxpayer in a case concerning the VAT treatment of coworking services. 

Parties

A fund managed by J.P. Morgan Asset Management (Seller), a fund managed by Genesta (Buyer)

Transaction

J.P. Morgan Asset Management's disposal of a 66,680 sqm logistics property in Espoo to a fund managed by Genesta

Deal Value

Value not public

Role

Counsel to J.P. Morgan

Parties

Santander Consumer Finance Oy, SFC Rahoituspalvelut Kimi VI DAC

Transaction

Issue of EUR 634,700,000 Class A Notes and EUR 64,800,000 Class B Notes by SFC Rahoituspalvelut Kimi VI DAC secured by a portfolio of hire purchase agreements made by Santander Consumer Finance Oy

Deal Value

EUR 699,500,000

Role

Counsel to Santander Consumer Finance Oy

Parties

Vaaka Partners (Buyer), management and minority shareholders (Sellers), Smoothie Heaven Oy (Target)

Transaction

Vaaka Partners acquired majority of shares in Smoothie Heaven Oy, a juice and smoothie bar company known as Jungle Juice Bar, from management and minority shareholders

Deal Value

Value not public

Role

Counsel to Vaaka Partners

Parties

Ahlström Capital (Buyer), Oy GW Sohlberg Ab (Seller), 39% of shares in Detection Technology and 18% of shares in Glaston (Targets)

Transaction

Ahlström Capital’s acquisition of shares in Detection Technology and Glaston from Oy GW Sohlberg Ab

Deal Value

Approx. EUR 110 million

Role

Counsel to Oy GW Sohlberg Ab

Parties

Lemminkäinen Corporation and YIT Corporation

Transaction

The combination of Lemminkäinen Corporation and YIT Corporation through a statutory merger

Deal Value

EUR 771 million

Role

Counsel to Lemminkäinen

Parties

J.P. Morgan Asset Management fund (Seller), Alma Property Partners I AB (Buyer)

Transaction

The disposal of four office properties in the Keilaniemi business district of Espoo, Finland by a J.P. Morgan Asset Management fund to Alma Property Partners I AB

Deal Value

Value not public

Role

Counsel to J.P. Morgan

Parties

J.P. Morgan Asset Management (Seller); Genesta (Buyer)

Transaction

Disposal of a 11,200 sqm office property in Helsinki by a fund managed by J.P. Morgan Asset Management to a fund managed by Genesta

Deal Value

Value not public

Role

Counsel to J.P. Morgan Asset Management

Parties

Ahlstrom Oyj, Munksjö Oyj

Transaction

The combination of Ahlstrom and Munksjö through a merger

Deal Value

Approx. EUR 1,2 billion

Role

Lead counsel to Ahlstrom

Parties

Powerflute Oyj (Target), Madison Dearborn Partners, LLC (Bidder)

Transaction

Recommended cash offer for Powerflute Oyj by Nordic Packaging and Container (Finland) Holdings Oy an affiliate of Madison Dearborn Partners, LLC

Deal Value

GBP 268 million

Role

Counsel to Powerflute Oyj

Parties

SoftBank Group Corporation (Seller), Tencent Holdings Limited (Buyer), Supercell (Target)

Transaction

SoftBank Group Corporation's and its affiliates' sale of all of their 72.2% stake in Supercell to an affiliate of Tencent Holdings Limited

Deal Value

Approx. USD 10.2 billion

Role

Counsel to SoftBank and its affiliates

Parties

State of Finland (Seller), Patria Oyj (Target), Kongsberg Defence & Aerospace AS (Buyer)

Transaction

The Finnish government's sale of 49.9% of its shares in Patria Oyj to Kongsberg Defence & Aerospace AS

Deal Value

EUR 272 million

Role

Counsel to Patria and its shareholder

Parties

Veolia, Neste and Borealis

Transaction

A transaction creating a JV with Neste and Borealis to build a new combined heat and power plant and produce and supply steam and other utilities to Neste's refinery and Borealis' petrochemical plant in Porvoo, Finland

Deal Value

Approximately EUR 350 million

Role

Counsel to Veolia

Parties

Ahlstrom (Seller), Ahlstrom’s building and wind business unit (Target), Owens Corning (Buyer)

Transaction

Ahlstrom’s divestment of its building and wind business unit to Owens Corning

Deal Value

EUR 73 million

Role

Counsel to Ahlstrom

Parties

Acorda Therapeutics (Bidder), Biotie Therapies (Target)

Transaction

Acorda Therapeutics' public tender offer of the shares and other securities in Biotie Therapies

Deal Value

USD 363 million

Role

Counsel to Biotie Therapies Corp.

Parties

Adven Group (Target), EQT (Seller), AMP Capital, Infracapital (Buyers)

Transaction

EQT Infrastructure Limited’s sale of Adven Group to a consortium comprising of AMP Capital Investors and Infracapital Partners II

Deal Value

Value not public

Role

Counsel to EQT

Parties

Faron Pharmaceuticals Ltd

Transaction

Faron Pharmaceuticals Ltd's IPO and listing on the AIM market of the London Stock Exchange as well as the preceding fundraising of approx. GBP 10 million

Deal Value

Approx. GBP 10 million

Role

Counsel to Faron Pharmaceuticals Ltd

Parties

Summit Partners (Buyer), Retail Logistics Excellence - RELEX Oy and certain shareholders of RELEX (Seller), Retail Logistics Excellence - RELEX Oy (Target)

Transaction

Summit Partners' acquisition of a EUR 20 million minority stake in RELEX, a Finnish provider of supply chain software solutions for retailers

Deal Value

EUR 20 million

Role

Counsel to Summit Partners

Parties

SoftBank (Buyer), Supercell (Target)

Transaction

SoftBank's acquisition of an additional 22.7% stake in Supercell, a Finnish online gaming company

Deal Value

Value not public

Role

Finnish counsel to SoftBank

Parties

Biotie Therapies Corp.

Transaction

Public offering and listing of Biotie Therapies Corp.’s shares on the NASDAQ Global Select Market New York

Deal Value

Approx. EUR 83 million

Role

Counsel to Biotie Therapies Corp.

Parties

Trimble Finland Oy (Buyer), Key employees of and investors in Fifth Element Oy (Seller), Fifth Element Oy (Target)

Transaction

Trimble Finland Oy’s acquisition of Fifth Element Oy from key employees of and investors in Fifth Element Oy

Deal Value

Value not public

Role

Counsel to Trimble Finland Oy

Parties

Asiakastieto Group Plc

Transaction

Asiakastieto Group Plc’s IPO and listing on the Helsinki Stock Exchange

Deal Value

Approx. EUR 170 million

Role

Counsel to Asiakastieto Group Plc

Parties

Metso Oyj (Seller) and Valmet Oyj (Buyer)

Transaction

Valmet Oyj’s acquisition of the process automation systems business from Metso Oyj

Deal Value

EUR 340 million

Role

Counsel to Valmet Oyj

Counsel to Henri Juva in the sale of a majority of shares in Quattro Mikenti Group Oy to Adelis Equity Partners Fund I AB by Henri Juva and other sellers.

Represented P Oy in a state aid case (C-6/12) related to the selectivity in the Finnish special permission procedure concerning the utilisation of tax losses following a significant change in the ownership of a Finnish company. In the case, the Finnish Supreme Administrative Court had requested preliminary ruling from the European Court of Justice and as a result, P Oy received the permission to utilise the tax losses.

Prevailed in a published landmark Supreme Administrative Court case where the Supreme Administrative Court annulled res judicata CFC decisions (including its own) because they were in conflict with Cadbury Schweppes (C-196/04) ECJ decision. In 2002, the Supreme Administrative Court had neglected its duty to refer the case to the ECJ.

Counsel to Swedish foundations in dividend withholding tax reclaim cases where the Supreme Administrative Court decided, based on the EU principles, that non-residents should also receive interest for the amounts paid back. The Finnish legislation was later amended to correct the situation.

Prevailed in a case recently published in the Supreme Administrative Court Yearbook concerning the question of whether the tax surcharge should be calculated on the basis of the gross amount or the net amount of the mistake.

Prevailed in a published landmark Supreme Administrative Court case concerning the allocation of income from employee options in cross-border situations. Due to the decision, the Finnish system was changed to better match the OECD principles.

Counsel to Raisio plc in a case against the Finnish Tax Authorities in order to have the profit of MEUR 220 generated from the divestment of Raisio plc’s chemicals business declared tax exempt. The Finnish Supreme Administrative Court decided the case in favour of Raisio plc, thereby “saving” them some MEUR 80.

Counsel in legal proceedings before the Finnish Supreme Administrative Court leading to a ruling whereby Finnish tax authorities are not entitled to raise back taxes from companies by re-characterising legal transactions without relevant mandate given by Finnish domestic tax law.

Counsel in a Central Tax Board case resolving the correct consolidation level indicated in the safe haven rule of the new Finnish interest deduction limitations (earnings stripping).

Counsel to several tax payers successfully claiming a refund for unlawfully imposed transfer tax on issue of employee stock options.

Counsel to a client receiving a confirmation from the Finnish Supreme Administrative Court that an effective redemption clause is to be taken into account when valuing shares for gift tax purposes.

• Ranked Tier 1 in focus areas Tax Controversy and Transactional Tax
• Partner Heikki Vesikansa ranked "Highly Regarded" in General Corporate Tax, Tax Controversy, and Transactional Tax
• Specialist Partner Piia Ahonen ranked “Highly Regarded” in Indirect Tax, and "Women Leader in Tax"
• Specialist Partner Joakim Frände ranked “Highly Regarded” in Private Client
• Ranked Tier 2 in Corporate Tax and Indirect Tax, and Tier 3 in Transfer Pricing

• Ranked Tier 1
• "Excellent tax knowledge, commercially applied with a good understanding of trusts for a non-trust jurisdiction."
• "Expert advice, great service, pleasant people."
• "Very solid practice group with good experts in important niche areas, such as individual taxation etc."
• Heikki Vesikansa and Piia Ahonen ranked in Hall of Fame 

• Ranked in Band 2
• Heikki Vesikansa ranked in Band 2
• Jenni Parviainen ranked as an 'Associate to watch'

• Heikki Vesikansa recommended in the categories of Controversy and Advisory
• Jenni Parviainen recommended in the category of Controversy

• Ranked Tier 1 in both Tax Controversy and Transactional Tax.
• Heikki Vesikansa ranked as “Highly Regarded” in General Corporate Tax, Tax Controversy, and Transactional Tax
• Piia Ahonen ranked as “Highly Regarded” in Indirect Tax, and as “Women in Tax Leader”
• Joakim Frände ranked as “Highly Regarded” in Private Client
• Ranked Tier 2 in both General Corporate Tax and Indirect Tax.

• Ranked Tier 1 in Transactional tax and Tax controversy - Finland
• Heikki Vesikansa ranked individually in General Corporate Tax, Tax Controversy, and Transactional Tax
• Piia Ahonen ranked as “Highly Regarded” in the categories of Indirect Tax and Women in Tax
• Ranked Tier 2 in Indirect Tax.

• Ranked Band 1 in Finland
• Heikki Vesikansa ranked Band 1

• Ranked Tier 1 in Finland
• "First-class advice in complex, cross-border tax planning."
• "Heikki Vesikansa and Joakim Frände both provide excellent tax advice with a deep understanding of international matters. Their associate Stefan Stellato is also one to watch."
• "Good knowledge, good service."
• "Heikki Vesikansa, Harri Vehviläinen and Jenni Parviainen provide a good service."
• "The tax team has been very professional and very flexible in terms of timetables. They have shown great ability to consider complex situations from the client’s perspective and find solutions even in tight schedules."
• "Heikki Vesikansa and Piia Ahonen have both shown great dedication and professionalism in the co-operation I have had with them. They have been very quick to respond even in ad hoc cases, and it has always been pleasant to work with them."
• "Jenni Parviainen is a name to watch for her work in tax disputes and advance ruling proceedings. Jenni Parviainen provides a good service."

• "Hannes Snellman offers strong technical tax knowledge."

• ‘Ranked band 2 in Tax’
  

• Heikki Vesikansa recognised as a "Leading Individual" and endorsed as "a very talented and respected tax lawyer". 

• Ranked Tier 1 in Transactional tax and Tax controversy - Finland
• Heikki Vesikansa ranked individually in General Corporate Tax, Tax Controversy, and Transactional Tax
• Piia Ahonen ranked as “Highly Regarded” in the categories of Indirect Tax

• Finland Tax Disputes Firm of the Year, 2022

• Ranked Band 1 in Finland

• "Piia Ahonen is very experienced and theoretically strong in VAT matters."
• "Heikki Vesikansa is very good and pleasant to work with."
• "I like how broad the spectrum of areas covered by this team is. It ranges from customs to the finer points of taxation of individuals. The team is very quick to respond and very clear in its communication."
• "Heikki Vesikansa is charismatic and very thorough in his advice while keeping the “big picture” in sight."

• ‘Ranked band 2 in Tax’
  

• Ranked Band 1 in Finland

• Finland Tax Disputes Firm of the Year, 2021

• "Hannes Snellman’s Finnish tax practice is a highly regarded team with great experience and a solid commercial understanding. They have in my experience great technical skills within the field of VAT and are always available on short term notice."
• "Specialist partner Piia Ahonen is very technically skilled within the field of VAT and indirect taxation, where she is second to none. Further, she has a great team of talented practitioners."
• "Good overall knowledge of all tax issues and strong on M&A tax services."
• "Head of tax practice Heikki Vesikansa has a good customer approach. Furthermore, he has a vast knowledge of different tax types and it is always nice to discuss/share ideas with him relating to different tax topics/issues."

• ‘Ranked band 2 in Tax’
  

• 'Ranked Tier 1 in Transactional tax and Tax controversy - Finland.'
• 'Tier 2 in General corporate tax and Indirect tax - Finland.'

• Ranked Band 1 in Finland  
• Interviewees describe it as a "solid firm in the market," and note that "they have one of the biggest tax practices."
• One market insider says that "it is one of the leading firms in Finland," adding: "They are always timely, professional and everything is done in a non-bureaucratic manner."

• 'Ranked Tier 1 in Tax, Finland'

• ‘Ranked band 2 in Tax’
• 'A client highlights the practice's commerciality, noting: "They understand the underlying issues and impacts and provide very valuable insights from the tax side, and they understand the business side, too."'
• 'Another client comments on the team's ability to advise on cross-border matters, saying: "They understand what international clients need and they have excellent language and negotiation skills."'

• ‘Ranked band 2 in Tax’

• ‘Ranked tier 1 in transactional tax & tax controversy - Finland.’
• “Highly professional and focused.”

• ‘Ranked tier 1 in transactional tax - Finland.’

• 'Clients report that the team "works very effectively and can provide high-quality statements in a short time period."
• ‘Another client enthuses that "whenever we needed their help, they were there right away," and adds that "the whole impression of the firm and their expertise is really good."'

• ‘Ranked tier 1 in transactional tax - Finland.’
• 'One client said: "I was very pleased how Hannes Snellman served our business during the acquisition process. They were very professional and their deep knowledge of M&A helped me a lot during the process."'

• 'One client notes that "they are strong performers, very patient, professional and proactive."'
• 'The team receives praise from interviewees for its "excellent quality and strong resources."'

• 'The dedicated team consists of seven professionals, including three partners, and recently appointed associate Matleena Pälve, who came from EY. She focuses on corporate and international tax and assists clients in tax litigation. Another significant partner is Heikki Vesikansa, who is a member of the legal committee of the Finnish Venture Capital Association.'

• 'Outstanding tax team advising on both national and cross-border tax matters. Areas of expertise include the tax aspects in public M&A transactions, financial instruments, private equity deals and venture capital. Scope of expertise also extends to corporate tax issues, EU tax law and tax litigation.'

• ‘Hannes Snellman specialises in tax planning and structuring public and private M&A transactions. Heikki Vesikansa joined from KPMG to head the transactional structuring practice. He advises clients in tax structuring of investments, divestments and joint ventures.’