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Finland
Chamber of commerce:                                 Professional body:
Finland Central Chamber of Commerce                  The Finnish Bar Association
World Trade Center Helsinki                          Simonkatu 12 B 20
Aleksanterinkatu 17                                  00100 Helsinki
PO Box 1000                                          Finland
00101 Helsinki                                       Tel:     +358 96 86 61 20
Finland                                              Fax:     +358 96 86 12 99
Tel:      +358 9 42 42 62 00
Fax:      +358 9 65 03 03
Email: keskuskauppakamari@chamber.fi
Web:      www.chamber.fi


Group company transactions                          all other cases, corporate benefit must be            not entitled to execute resolutions that violate
                                                    achieved when distributing assets.                   the Companies Act or articles of association.
Tero Tuomisto and Antti Rintakoski                      Even if the spirit of the law is negative            It should also be noted that a company may
Castrén & Snellman                                  towards finance transactions within a group of        not distribute its assets in excess of its unre-
Helsinki                                            companies, such transactions are not explicitly      stricted equity reserves minus the assets to be
                                                    prohibited. A transaction is justifiable if, for      left undistributed under the articles of associa-
In Finland, the granting of loans and securities    example, the interest or other payment accrued       tion. Another restraint is that the assets may not
in favour of group companies, shareholders,         is compatible with the risk the transaction bears.   be distributed if it is known or should have been
management or other persons closely related to      However, corporate benefit does not need to be        known, when deciding on the distribution, that
a company (the inner circle) is governed by the     this direct. The benefit may occur in the form        the company is insolvent or that the distribu-
general principles of the Companies Act             of future financing possibilities or economy of       tion will cause insolvency.
(624/2006). There is no express provision con-      scale in respect of larger finance transactions in        The latest financial statements are the basis
cerning the matter except the section obliging a    which the parent company organises the financ-        for assessing the possibility of insolvency.
company to include information on loans, lia-       ing of the entire group. Consequently, cash          However, the provisions of the Companies Act
bilities and commitments to the inner circle in     pooling, in which the funds of all companies of      do not automatically prevent the distribution of
its annual report.                                  the group are held in the group treasury in order    assets even in poorly performing companies.
    Relevant principles governing the granting      to ensure efficient use of liquid assets, is also     The assessment of solvency includes various
of loans and securities in favour of group          possible. However, the arrangement is sensitive      aspects that the board of directors has to take
companies are: (i) the company’s aim of gen-        from the perspective of the principles of the        into account. The information that was known
erating profits for shareholders; (ii) the equal     Companies Act.                                       or should have been known when deciding on
treatment of shareholders; and (iii) the man-           A company may not engage in transactions         the matter is relevant, not the information
agement’s duty of care concerning the inter-        that reduce the assets of the company or             obtained afterwards. If a company becomes
ests of a company.                                  increase its liabilities without a sound business    insolvent relatively soon after the distribution of
    The principles are applied with regard solely   reason unless expressly permitted by the             assets, it is not necessarily a sign that the
to an individual limited liability company. The     Companies Act. Broadly, transactions with            Companies Act was violated.
interests of the parent company or other group      group companies without corporate benefit
companies do not affect the assessment.             constitute unlawful distribution of assets as well   Intra-group loans and securities
Consequently, inner circle transactions may not     as the granting of securities, because the poten-    Due to the flexible regulation of the Companies
be motivated by the interests of the group. It is   tial enforcement of the security reduces assets.     Act, the granting of loans or securities in favour
essential that the decision concerning the trans-   Accordingly, securities granted in favour of a       of the inner circle may be possible if needed
action be based on sound business calculations      bank for liabilities of the ultimate parent com-     within the group. The problem is that this kind
- that is, corporate benefit.                        pany or another group company in Finland or          of activity poses significant risks stemming from
                                                    in other jurisdictions may be considered an          the restraints set by: (i) the principle of equality;
Assessing corporate benefit                          unlawful distribution of assets. The assessment      (ii) the requirement of corporate benefit to an
According to the legislative material of the        is however, made case by case.                       individual company; and (iii) the prohibition
Companies Act, the starting point is that it is                                                          from endangering the solvency of a company by
rarely in the best interests of a company to        Possible exception                                   the distribution of assets. Boards of directors in
grant loans or securities in favour of its inner    The shareholders of a company have the right         companies belonging to a group can face diffi-
circle. A similar approach may be taken to          to decide to distribute the assets of the compa-     culties when assessing these restraints, and pro-
other third-party loans and securities unless       ny in breach of these principles. The decision       fessional legal assistance might be needed.
the company’s field of activities covers this        must be unanimous and include the consent of             The need for a correct legal assessment is
kind of financing activity. The Companies Act        shareholders that do not gain any benefit from        emphasised by the potential consequences of a
includes an exclusive list of possible methods      the decision. Otherwise the equality of share-       breach of the provisions of the Companies
to lawfully distribute the assets of a company      holders would be violated. However, problems         Act. The violating decision is null and void
to shareholders, and in some circumstances to       may arise in connection with the execution of        and the party benefiting from the decision
third parties, as donations or in other ways. In    the resolutions, because a board of directors is     must return the assets. Additionally, the board

2009 EDITION                                                                                                                         www.iflr1000.com
334   Finland | Capital markets

      of directors may be liable for the losses that        including several high-profile IPOs. The firm         Windermere XIV, an SPV. The deal involved
      any party incurs through its decision. This lia-      acted for the managers on mining company            596 commercial properties in Finland,
      bility is tightened by the provision pursuant         Talvivaara’s admission to the London Stock          France, Germany and Italy, and was the first
      to which negligence of the board of directors         Exchange (LSE) and for project management           securitisation of European CMBS since the
      is assumed if the loss has been caused by an          contractor SRV Group on its e117 million            credit crunch in summer 2007. It was also the
      act that benefits the inner circle. In severe          listing on OMX. Corporate head Mikko                largest-ever international CMBS securitisa-
      cases, criminal liability is also possible.           Heinonen, Klaus Ilmonen and Jari Tukiainen          tion involving Finnish properties.
                                                            also advised Finnish paper mill operator                Himonas also acted on the biggest offering
                                                            Powerflute on its IPO on London’s Aim                by a Finnish issuer in 2007, working with
                                                            board.                                              partner Manne Airaksinen to advise Danske
                                                                Although these transactions all happened        Markets and UBS Investment Bank as the
      Capital markets                                       before the credit crunch, Powerflute returned        joint global coordinators of the e250 million
                                                            to the firm for assistance with its listing on the   rights offering of northern European airline
       Recommended firms                                     Nordic alternative exchange First North in          Finnair.
       Tier 1                                               February 2008.                                          Nokia turned to Himonas and specialist
       Hannes Snellman                                          In December 2007, Carl-Henrik Wallin            counsel Vesa Rasinaho for assistance with the
       Roschier                                             and Alexander Bargum advised IT consultan-          establishment of its e3 billion EMTN pro-
       White & Case                                         cy Satama Interactive on the e72 million IPO        gramme listed on the LSE. Himonas and
                                                            on the OMX of Trainers’ House - the com-            Rasinaho teamed up again to advise Merrill
       Tier 2                                               bined entity formed when Satama and mar-            Lynch International as the lead manager of an
       Castrén & Snellman                                   keting and training company Trainers’ House         e85 million offering of convertible bonds by
       Waselius & Wist                                      merged.                                             Finnish mining company Talvivaara.
                                                                In other equity deals, Heinonen and
       Tier 3                                               Riikka Leinonen led the team advising meat          Leading lawyers
       Borenius & Kemppinen                                 processing company Atria on a e95 million           Dimitrios Himonas
       Merilampi Marttila Laitasalo                         rights offering.
                                                                On the debt side, Kari Lautjärvi advised
       Tier 4                                               Deutsche Bank as the manager of a e4 billion        White & Case
       Bird & Bird                                          serial bonds issue by the Republic of Finland,      “They are the only real option in Finland if
       Dittmar & Indrenius                                  and acted for paper manufacturer UPM-               you want to have combined Finnish and US
       Krogerus Attorneys                                   Kymmene on its e5 billion global MTN pro-           security advice,” says a client of White &
       LMR                                                  gramme. Meanwhile, banking partner Henrik           Case. “There’s no competition for US law-
                                                            Mattson assisted on e5 billion medium-term          related matters. The capabilities in the firm
      Two words recur again and again when dis-             covered note programmes by both Dresdner            are such that they are able in all transactions,
      cussing the capital markets with Finnish              Bank and OP Mortgage Bank.                          even without the advice of their network.”
      lawyers: “completely” and “dead”.                         “Ours was a complicated transaction with            White & Case was involved in several
          Partners see the inactivity, at least in part,    many parties involved and they handled the          innovative deals this year. The firm advised
      as historical and cultural. “Securitisation in        deal very well,” says one capital markets client    Nomura International and Carnegie
      this market has always been very, very limit-         of the firm.                                         Investment Bank as the managers for a e150
      ed,” one lawyer says, while another points out                                                            million convertible bond offering by Finnish
      that “the Finnish public view has not been            Leading lawyers                                     tyre manufacturer Nokian Renkaat. The
      favourable to listing as an exit strategy for pri-    Mikko Heinonen                                      bonds were the first by a Finnish issuer to be
      vate equity”.                                         Klaus Ilmonen                                       listed on the euro multilateral trading facility
          Global uncertainty has not helped matters:        Kari Lautjärvi                                      market of the Luxembourg Stock Exchange.
      IPOs have been cancelled or put on ice. Banks         Jari Tukiainen                                          The firm has established a strong relation-
      are still offering reasonable interest rates on                                                           ship with Finnish mining company
      loans, so there is little incentive to go public -                                                        Talvivaara. The Helsinki office led the global
      only if interest rates go up will the need for        Roschier                                            White & Case team on Talvivaara’s £190 mil-
      financing cause the stock exchange to spring     Roschier’s capital markets practice is headed             lion IPO on the LSE, with Petri Haussila and
      back into action.                               by Dimitrios Himonas, who has made a                      senior associate Mikko Hulkko acting for the
                                                      strong impression on both clients and peers
          If that situation fails to materialise, capital                                                       company on an e84.9 million convertible
      markets lawyers are praying for innovation      during a year in which he has led on all of the           bond issue. Haussila is universally respected in
      from across the Atlantic. “We’re waiting for    firm’s notable transactions. “He has one of the            the market. “He is the grand old man of
      them to invent a new way of raising capital,”   longest track records in the Finnish markets,”            Finnish capital markets,” says one rival.
      a partner says. “The best brains in Wall Street says a client. “He is very experienced and has                The pair also acted for airline Finnair on a
      are on it. Unfortunately, there are half as     a good team as well.” One lawyer adds: “He’s              e250 million rights offering, and assisted the
      many of those brains as there used to be.”      an excellent guy in international deals and               underwriters in the e117 million IPO of pro-
                                                      uses his staff well.”                                     ject management contractor SRV Group.
                                                          One of Himonas’s most significant deals                    Meanwhile, partner Risto Ojantakanen
      Hannes Snellman                                 was acting for Lehman Brothers, Morgan                    and rising star Petri Avikainen acted for Evli
      Despite the difficult market conditions, Stanley and Barclays Capital as managers of a                    Bank as manager for a e345 million sec-
      Hannes Snellman’s capital markets team was e1.1 billion securitisation of commercial                      ondary offering by wood company the
      involved in a number of transactions this year, mortgage-backed securities (CMBS) through                 Ruukki Group. One peer says of Avikainen:

      www.iflr1000.com                                                                                                                         2009 EDITION
                                                                                                                        Banking | Finland                  335


“He’s no-nonsense, very knowledgeable and             Head of debt capital markets Lauri Peltola        conditions and so on. From a lawyer’s per-
nice to work with.”                               led on the firm’s largest capital markets trans-       spective, that translates into a lot of work.”
                                                  action this year - advising banks including
Leading lawyers                                   Barclays, Danske Nordea and ING on a e1
Petri Haussila                                    billion EMTN debt issuance programme list-            Castrén & Snellman
                                                  ed on the LSE.                                        Tero Tuomisto made partner in February
                                                      The firm’s future is secure if Mårten Knuts’       2008 and now heads Castrén & Snellman’s
Castrén & Snellman                                rise to prominence continues. “He’s a younger         banking and finance department. “He is a
“They are very professional in what they’re but talented lawyer, gaining experience all the             careful, meticulous lawyer with a solid acade-
doing,” says a client of Castrén & Snellman. time,” says a client of Knuts.                             mic background,” says one rival, while a client
“In addition to purely technical legal matters        “We have preferred them among competi-            adds: “He’s like a bulldog or a terrier. Usually
they’re also working for the client’s needs and tors for a few reasons,” says another client of         it leads to a situation where the counterparty
benefits, and have the ability to utilise a the firm. “Their flexibility and knowledge in                  has to give up something.”
broader business sense. They’re typically fast the field makes for a very good and competi-                  Tuomisto and Pekka Lehtinen led the team
in implementation during transactions and tive package.”                                                which advised the RBS on the co-acquisition
they’re able to deliver the results in time,                                                            and financing of a real-estate portfolio from
which is one of the most essential things.”       Leading lawyers                                       LR Finland Properties in June 2007. RBS
    This year the firm’s standout capital mar- Lauri Peltola                                             International turned to the same team for
kets deal was advising Finnish wood company Tarja Wist                                                  advice on the financing of Axa’s acquisition of
Ruukki Group on its e345 million secondary                                                              129 properties in Finland in December 2007.
offering of 130 million new shares, designed                                                                The firm’s presence in eastern Europe
to finance a sawmill and chemical pulp mill in                                                           resulted in some notable deals for the Helsinki
the Kostrom region of Russia.                                                                           office. Senior associates Päivi Toivari and
    Capital markets head Merja Kivelä led on Banking                                                    Sakari Lukinmaa advised Finland’s Pohjola
the transaction, and is respected by both peers                                                         Bank on the financing of AAC Capital’s
and clients. “On a personal and professional Recommended firms                                           acquisition of Empower, one of the Baltic
level I rate her rather highly,” says a client of Tier 1                                                region’s largest service providers to the energy
Kivelä. “She’s very professional and her timing Castrén & Snellman                                      and telecoms sectors. The pair also assisted
and expertise are great. She’s able to give Hannes Snellman                                             Nordic bank SEB on the financing for Finnish
added value to the client in addition to a tech- Roschier                                               real-estate fund EPI Russia I’s investment in a
nical legal perspective.”                                                                               construction project in St. Petersburg, Russia.
    While Pekka Jaatinen is better known for Tier 2                                                     “He’s very pragmatic and solution-orientat-
his M&A work, he also played a part on the Borenius & Kemppinen                                         ed,” says a client of Lukinmaa.
Ruukki deal. “He really has a broad back- LMR                                                               “It’s a long-standing relationship and we
ground,” says one client of Jaatinen. “He’s a Waselius & Wist                                           have had good experiences with them from
tough negotiator, which nowadays you need.” White & Case                                                the start,” says one banking client of the firm.
                                                                                                        “Their qualities are efficiency, experience and
Leading lawyers                                    Tier 3                                               providing good solutions.”
Merja Kivelä                                       Bird & Bird
                                                   Dittmar & Indrenius                                  Leading lawyers
                                                   Krogerus Attorneys                                   Merja Kivelä
Waselius & Wist                                                                                         Tero Tuomisto
Waselius & Wist’s capital markets team has         “Certain big international banks that were
kept busy through a lean spell in the Finnish      quite visible in the market, it’s fair to say that
market by acting on numerous public M&A            they’re not doing anything at the moment             Hannes Snellman
deals. But the firm’s reputation is such that it    except renegotiating their portfolios,”              “They’re number one,” says a rival of Hannes
still picked up some notable capital markets       observes one banking partner. Meanwhile              Snellman. “That’s the firm you see the most.
mandates this year.                                more complex transactions have stalled.              They’re first-class, both in volume and quali-
     Evli Bank was obviously impressed by the          But not everyone was a loser in the credit       ty.”
work the firm did for it on the e25 million         crunch. Nordic banks have taken advantage of             This year there were some significant
rights issue by circuit board manufacturer         the drop in competition from their stricken          changes to the firm’s banking team. Partner
Aspocomp, as it returned to Waselius & Wist        international rivals, and succeeded in creating      Matti Kurkela left the firm to establish a sole
for advice on technology centre operator           a thriving local market. Their staple deals are      practice, while Henrik Mattson was made
Technopolis’s e59.6 million rights issue in        the local, mid-sized deals that are now domi-        head of the finance group. Both peers and
April 2008.                                        nating the sector.                                   clients highlight Mattson’s work. “He’s very
     Head of equity capital markets Tarja Wist         While lawyers were burning the midnight          much the leader in this field,” says one rival,
led on both transactions. “She’s a good quali-     oil over the past two years on big-ticket work,      while a client adds: “His knowledge is right up
ty lawyer who can manage all aspects of a          even the ones who are not working in the             there and he’s involved in the biggest deals.”
deal,” says one peer of Wist. “Whenever she’s      mid-market have found plenty to keep them                This year Mattson advised Pohjola Bank
involved, there’s quality work.”                   busy now it has disappeared. As one partner          on a term facility agreement provided to pri-
     Wist also continues to advise Credit Suisse   says: “There’s the maintenance and repair type       vate healthcare group Suomen Terveystalo for
International on listing its securitised prod-     of work. There’s a lot of restructuring, refi-        its e127 million acquisition of occupational
ucts on the Helsinki Stock Exchange.               nancing, renegotiating of existing terms and         healthcare provider Medivire. Mattson also

2009 EDITION                                                                                                                      www.iflr1000.com
336   Finland | Banking

      acted for German property financing compa-           The firm has a number of rising stars mak-       which means from a total of seven LMR part-
      ny Aareal Bank on the e120 million financing      ing an impression on the market, including         ners, four are focused on banking and finance.
      of Ideapark, a shopping centre in Lempäälä,      senior associate Sini Soini. “She’s a reliable         This year Niemi advised Nordea Bank on
      Finland.                                         counter-party who doesn’t make you fight for        a e160 million amendment and restatement
          Elsewhere, Kari Lautjärvi assisted banks     nonsense matters,” says a rival lawyer.            of the senior facilities agreement and related
      including Nordea, Pohjola and SEB on a                                                              security agreements for the financing of a
      e350 million syndicated credit facility for      Leading lawyers                                    company’s acquisitions of healthcare compa-
      real-estate investment company Sponda. The       Gunnar Westerlund                                  nies in Poland and Sweden.
      firm was also active for borrowers, with Matti                                                           Department head Kimmo Mettälä,
      Engelberg advising metals group the                                                                 described as “an experienced and solid lawyer”
      Componenta Corporation on a e200 million         Borenius & Kemppinen                               by a peer, advised banks on the financing of a
      syndicated facility.                             “We have used them a lot and have been very        succession of private-equity deals in Finland
          Specialist partner Jari Tukiainen leads on   happy with them,” says a client of Borenius &      this year. He acted as special Finnish counsel
      the firm’s regulatory deals, and this year has    Kemppinen. “They are very Scandinavian in          to Mizuho Corporate Bank and BNP Paribas
      advised clients including JP Morgan,             the way they don’t make a big fuss about small     on the e600 million senior and mezzanine
      Deutsche Bank and tyre manufacturer              issues.”                                           facilities provided to 3i for its acquisition of
      Nokian.                                              The firm has built a strong reputation on       Finnish telecoms network group Eltel. He also
          “We use them for all kinds of work,” says    the lending side, with department head Ari         assisted Citigroup and RBS on the senior and
      one client. “They deal with so many financing     Kaarakainen representing banking syndicates        mezzanine facilities agreement for EQT’s
      cases that they know what the banks expect       on all the firm’s notable deals this year. “It’s    acquisition of the Scandic Hotels Group.
      from them.”                                      nice to have him on the other side - he’s prag-        Elsewhere, partner Janne Tuulos advised
                                                       matic and trustworthy,” says one rival of          Pohjola Bank on the financing for private-
      Leading lawyers                                  Kaarakainen, while a client adds: “He’s very       equity firm Riverside’s acquisition of steel-
      Matti Engelberg                                  calm, and he understands that you have to lis-     maker Keycast, based in Finland and Sweden.
      Kari Lautjärvi                                   ten to your client.”                               Tuulos’s experience as head of trade and pro-
      Henrik Mattson                                       Kaarakainen and Katri Suhonen acted for        ject finance for Nokia is particularly appreci-
                                                       Sampo and other syndicated banks on a e550         ated by clients. Says one: “I don’t think there
                                                       million multicurrency credit facility for food     are many lawyers in Finland that know a lot
      Roschier                                         company HKScan in June 2007. Sampo                 about project finance, but you can see that
      Roschier’s banking practice is headed by         returned to the firm for advice on the financ-       he’s been dealing with it all the time in his
      Gunnar Westerlund. “He’s in a different class    ing of retail group Stockmann’s e842 million       previous jobs.”
      - you get to the point immediately and don’t     acquisition of retail chain Lindex.
      have to haggle,” says one competitor of              Kaarakainen and Suhonen also assisted          Leading lawyers
      Westerlund. Clients agree. “He’s unsurpassed     Nordea Bank on the e190 million amend-             Kimmo Mettälä
      in financing agreements,” says one, while         ment and restatement of a syndicated credit
      another adds: “He’s brilliant. He has a bank-    facility originally provided to industrial adhe-
      ing background and you can see that. He real-    sive producer Dynea in 2005. Elsewhere,            Waselius & Wist
      ly adds value to the project he’s in.”           Kaarakainen and Tuomas Toivonen advised            Waselius & Wist has a very strong reputation
          This year Westerlund has been particularly   Kaupthing Bank on the refinancing of refrig-        in M&A, so its deal list is naturally dominat-
      active in acquisition financing. He worked        eration company Huurre Group’s capital and         ed by acquisition financing transactions, with
      with senior associate Charlotta Furuhjelm to     other subordinated loans. Toivonen has since       the firm this year advising banks on several
      advise retail group Stockmann on the financ-      been recruited by Nordea.                          notable private-equity deals.
      ing of its e842 million acquisition of retail        On the regulatory side, the European               Department head Lauri Peltola acted for
      chain Lindex. He also acted for Danish-          Commission turned to Kaarakainen for               RBS and other arrangers on the financing for
      Finnish real-estate investment company           advice on the implementation of capital            French private-equity fund Sagard’s acquisi-
      Waterhouse on the financing of its acquisition    requirement directives into Finland’s legisla-     tion of Fläkt Woods, a manufacturer of air
      of UPM-Asunnot, a Finnish property devel-        tion.                                              treatment systems.
      oper which owns 2,000 state-subsidised apart-        “Borenius are becoming stronger,” says             ABN Amro turned to Peltola for assistance
      ments.                                           one competitor, while another adds: “They          on the financing for Swedish investment
          The firm’s presence in Finland and Sweden     are easy to work with and constructive in their    house Industri Kapital’s acquisition of health-
      makes it a natural choice for some clients.      approach.”                                         care provider MedOne. Peltola also advised JP
      SEB turned to Westerlund and senior associ-                                                         Morgan on the financing for UK private-equi-
      ate Helena Viita for advice on the e800 mil-     Leading lawyers                                    ty firm Lion Capital’s acquisition of baking
      lion financing of CapMan Hotels’ acquisition      Ari Kaarakainen                                    group Vaasan & Vaasan. In addition, Peltola is
      of 39 hotel properties across the two coun-                                                         active on the regulatory side, advising both
      tries.                                                                                              Citigroup and the Axa Group this year.
          In other financing work, Westerlund and       LMR                                                    Elsewhere, name partner Jan Waselius
      senior associate Selinda Näse acted for food     “They are traditionally a very strong player in    assisted Société Générale and Intermediate
      company HKScan on the negotiation and            the banking sector,” says one competitor of        Capital Group on the financing for 3i’s acqui-
      documentation of a e550 million multicur-        LMR. The firm showed its commitment to              sition of inspection company Inspecta.
      rency credit facility provided by an interna-    the sector with the promotion of senior asso-      Waselius’s experience and reputation attract
      tional syndicate of banks.                       ciate Antti Niemi to the partnership in 2007,      plenty of mandates. “In the nineties he was
                                                                                                          the name of Finnish banking, and he’s not the

      www.iflr1000.com                                                                                                                   2009 EDITION
                                                                                          Mergers and acquisitions | Finland                             337


type of guy who’s retiring anytime soon,” says    Mergers and acquisitions                            the department, which has had a busy year in
one rival of Waselius.                                                                                both public and private M&A.
   Clients believe rising star Tom Fagernäs       Recommended firms                                       This year Alexander Bargum, promoted to
will be increasingly important to the firm in      Tier 1                                              the partnership in 2007, advised Northern
years to come. “He’s a real gem - a real find in   Hannes Snellman                                     European Properties on the e805 million sale
the region because of his excellent under-        Roschier                                            of 39 hotel properties in Finland and Sweden
standing of complex regulatory issues,                                                                to private-equity real-estate fund CapMan
matched with his strong commercial aware-         Tier 2                                              Hotels.
ness,” says one client of Fagernäs. “He’s ideal   Borenius & Kemppinen                                   The firm’s other notable deals involved
for Anglo-American banks going into the           Castrén & Snellman                                  advising the buyer. Leading lawyer Carl-
region.”                                          Dittmar & Indrenius                                 Henrik Wallin assisted private-equity firm
                                                  White & Case                                        Industri Kapital with its purchase of Finnish
Leading lawyers                                                                                       gear manufacturer Moventas from CapMan
Lauri Peltola                                     Tier 3                                              funds and Varma. Meanwhile, Riikka
Jan Waselius                                      Bird & Bird                                         Leinonen advised Korean shipbuilding and
                                                  Merilampi Marttila Laitasalo                        energy company STX on its acquisition of
                                                  Waselius & Wist                                     39.2% of the shares in Norwegian shipbuilder
White & Case                                                                                          Aker Yards.
“I have only positive experiences with them,”     Tier 4                                                 Leinonen also acted as Finnish counsel for
says a client of White & Case’s Helsinki office.   Krogerus Attorneys                                  Nasdaq in its acquisition of the Nordic stock
“I think that they work very professionally       LMR                                                 exchange operator OMX.
and they have a wide range of people. We have                                                            The firm’s presence in Ukraine and Russia
had projects where both Finnish lawyers and       The credit crunch has caused a shift in the         has attracted clients to the Helsinki office. For
UK lawyers have been involved and it’s            balance of power in Finland’s M&A market            example, Tomas Holmberg acted as Finnish
worked very well.”                                this year. “For years there have been great         counsel to Russian oil company Lukoil on its
    The firm has a particularly strong relation-   deals for synergies for industrial players avail-   $400 million acquisition of 376 Jet petrol sta-
ship with HSH Nordbank. This year it              able but they have been outbid by private-          tions from energy company ConocoPhillips.
advised the bank on the financing of              equity players,” one partner says. “There was          “They’re good colleagues and very good
HgCapital’s acquisition of talc mining group      a lot of pressure for industrial players to grow    competitors,” says a rival of the firm.
Mondo Minerals, and on the financing of a          aggressively and they haven’t been able to
number of real-estate portfolio acquisitions.     meet targets. Now even a small drop in the          Leading lawyers
These included the acquisition by Danish-         price levels and the inactivity of private equi-    Mikko Heinonen
Finnish property investor Waterhouse of           ty means they are rushing back into the mar-        Carl-Henrik Wallin
2,000 residential apartments owned by UPM-        ket. They see opportunities to show some-
Asunnot, which raised complex legal issues as     thing to the board and the shareholders.”
most of the portfolio comprised state-sub-            Another lawyer sums up the market more          Roschier
sidised rental apartments subject to various                                                   Roschier has a considerable presence in the
                                                  succinctly: “On the industrial side there’s a lot
restrictions.                                     of cash after some very good years and they  market, both for public and private deals.
    Timo Airisto advised on all of HSH            need to do something with it. Invest and     This year department head Ulf-Henrik Kull
Nordbank’s Finnish transactions in the sector.    expand is the mantra.”                       and Jon Unnérus acted for UK private-equity
“I appreciate working with him because he’s           Nordic Capital showed that big private-  firm Lion Capital on its e425 million acquisi-
smart and business-minded,” says one rival of     equity players were prepared to re-enter the tion of Finnish baking group Vaasan &
Airisto, while a client says: “He’s quite prag-   market with a e1 billion hostile bid for     Vaasan from US private-equity house
matic in the way that he can look at the case     TietoEnator in March 2008, but the Finnish-  CapVest.
from our perspective and he has a commercial      Swedish IT group’s shareholders rebuffed its    Kull and Unnérus teamed up again for
sense, which is a very valuable asset.”           advances.                                    Industri Kapital and TeliaSonera on the
    This year Airisto also represented Nordea                                                  divestiture of telecoms infrastructure compa-
                                                      Even without this mega-deal, this year has
Bank on the refinancing of vehicle inspection                                                   ny Eltel Networks through an MBO backed
                                                  been Finland’s strongest for a long time, sim-
company A-Katsastus, and on a hire purchase                                                    by UK private-equity firm 3i. “He’s a very
                                                  ply because of the glut of strategic deals. But
and term-loan facility for Havator, a Finnish                                                  pragmatic, result-orientated guy - you always
                                                  there is a feeling that some firms may struggle
crane and lifting business.                       to hold on to their market share if private- find a solution with him,” says a rival of Kull.
    Meanwhile partner Risto Ojantakanen           equity players cannot regain their footing   A client adds: “He is the transaction strategy
acted for Straumur Burdaras Investment Bank       quickly. “Almost everything was an auction   mastermind. He’s very prudent in details and
on a syndicated debt facility for Pamplona        process last spring and everyone could get   able to see the links to the business.”
Capital’s acquisition of Elematic, a concrete     involved,” one partner says. “Now industrial    Kull and Lennart Simonsen assisted con-
technology company. He also assisted Stramur      players are negotiating on a one-to-one basis.”
                                                                                               sumer products company Fiskars in its e230
with a refinancing package for chemical trans-                                                  million acquisition of a 97% stake in home-
porter ADR-Haanpää, which is owned by                                                          ware design company Iittala. “Lennart has a
Pamplona.                                         Hannes Snellman                              good helicopter view on the transaction, help-
                                                  Hannes Snellman retains its place in the top ing the client to understand what is going on
Leading lawyers                                   tier, despite losing head of M&A Tuomo and what it is that they really want to see as
Timo Airisto                                      Vähäpassi to investment bank SEB in the result,” says a client of Simonsen.
                                                  December 2007. Mikko Heinonen now leads

2009 EDITION                                                                                                                    www.iflr1000.com
338   Finland | Mergers and acquisitions

          The firm’s expansion into Sweden has           Castrén & Snellman
      made it a particularly attractive choice for      Castrén & Snellman lost former head of pri-        Corporation on its e250 million acquisition
      some clients. Paula Linna and senior Helsinki     vate equity Samuli Palin and four other            of Marioff, a Finnish manufacturer of fire pro-
      partner Tomas Lindholm worked with Ola            lawyers to Krogerus in 2008, but the market        tection systems.
      Åhman and Fredrik Rydin from the                  certainly has no fears for its future after the        The firm didn’t only act for industrial play-
      Stockholm office on Finnish department store       firm recorded another solid year in both pri-       ers, with Carlberg and Antti Kuusimäki advis-
      Stockmann’s e866 million public tender offer      vate and public M&A.                               ing Finnish private-equity house MB Group
      for its listed Swedish counterpart Lindex.            Leading lawyer Jan Kuhlefelt advised           on its e127 million sale of occupational
          “They are an outstanding law firm with         retailer Kesko on its e76 million sale of raw-     healthcare provider Medivire to private
      excellent transaction execution capacities in     materials unit Kauko-Telko to Aspo.                healthcare group Suomen Terveystalo. Ollila
      Finland, Sweden and the Baltic countries,”        Meanwhile, department head Jari Sonninen           also assisted the Carlyle Group on the Finnish
      says a client of Roschier.                        and partner Sari Hiltunen assisted industrial-     aspects of its e1.5 billion acquisition of
                                                        services company YIT Industrial on the e20         Applus, the Spanish certification group.
      Leading lawyers                                   million sale of its telecoms network business          The firm’s other clients include German
      Ulf-Henrik Kull                                   to Relacom Finland. One client says of             media corporation ProSiebenSat.1, French
      Tomas Lindholm                                    Sonninen: “He has worked as a director for         materials producer Compagnie de Saint
      Lennart Simonsen                                  many, many companies so he has a very good         Gobain and UK optician Specsavers.
                                                        understanding of business besides just busi-
                                                        ness law.”                                         Leading lawyers
      Borenius & Kemppinen                                  The firm was also active for buyers, with       Juha-Pekka Mutanen
      Borenius & Kemppinen is seen as one of the        Kimmo Rekola advising private-equity group         Jan Ollila
      leading firms for private-equity transactions,     3i on its acquisition of inspection company
      and commentators feared the downturn in           Inspecta. Elsewhere, Kuhlefelt acted for
      that market would hit the firm hard. But           Norwegian       fertiliser   company        Yara   White & Case
      instead the M&A department showed its ver-        International on its acquisition of the            Peers comment that White & Case is “the
      satility by leading on some significant indus-     Republic of Finland’s shareholding in fertilis-    more natural choice for US transactions”, but
      trial deals, while remaining the firm of choice    er producer Kemira GrowHow and subse-              the firm’s deal list this year demonstrates its
      for many of the private-equity houses still       quent mandatory e500 million takeover offer.       reach beyond Helsinki and the network’s
      doing business in the region.                         Pekka Jaatinen and capital markets head        headquarters in New York.
          In June 2008, department head Nina            Merja Kivelä also advised the John Nurminen            In 2004 White & Case partner Timo
      Wilkman advised Coca-Cola on its $225 mil-        Company on its e70 million acquisition of          Airisto advised the British private-equity fund
      lion cooperation agreement with Danish            security product manufacturer Kasola               Doughty Hanson on the purchase of two
      brewer Carlsberg. As part of the agreement,       through a reverse merger.                          shopping centre portfolios in Finland, with
      Coca-Cola bought Carlsberg’s Hyvaa Paivaa             “They have a rather good team with an          Doughty returning to the firm in 2008 when
      soft-drink brand in Finland, and also licensed    even distribution of talent,” says a rival.        divesting the assets.
      energy drink brand Battery from Carlsberg.                                                               Meanwhile, department head Petri
          US materials company Rohm & Haas              Leading lawyers                                    Haussila acted for engineering company
      turned to Wilkman and specialist partner          Jan Kuhlefelt                                      Luvata in its acquisition of Eco, a manufac-
      Andreas Doepel for assistance with its e60        Jari Sonninen                                      turer of heat-transfer coils and coolers, from
      million acquisition of the emulsion manufac-                                                         Compass Partners. The deal shows the firm’s
      turing division of Finnish company Forcit.                                                           multi-jurisdictional strength, as it involved a
          Meanwhile, Jyrki Tähtinen and senior          Dittmar & Indrenius                                Finnish buyer, an Italian target company with
      associate Risto Sipilä advised investment         Dittmar & Indrenius moves up a tier after it       assets across Europe and North America, and
      funds run by Whitehall Street and Niam            took a large share of the strategic deals that     a British seller.
      Nordic on the acquisition of shares in real-      have arisen from the relative inactivity of pri-       Haussila also assisted Helsinki-listed fer-
      estate companies and properties across            vate equity this year.                             tiliser producer Kemira GrowHow in its
      Finland. “If I was asked to recommend some-          In September 2007, department head              merger with Yara International, which is list-
      body I would tell them to turn to Jyrki,” says    Anders Carlberg advised Finnish IT company         ed on the Oslo Stock Exchange. “He’s a very
      one competitor of Tähtinen.                       Affecto on its e50 million combined share-         strong and well-qualified lawyer, and we like
          Elsewhere, Jari Vikiö acted for UK private-   and-cash offer for Component Software, a           his style,” says one client of Haussila. “He’s
      equity fund Pamplona Capital on its acquisi-      Nordic IT company listed on the Oslo Stock         direct, frank, a very strong negotiator, and you
      tion of Elematic, a company producing con-        Exchange. One client says of Carlberg: “He         feel that he always has the details of the case
      crete-processing machinery, from a group of       has been working for us in so many transac-        right at his fingertips.”
      Finnish investors.                                tions that he understands our needs very well,         The firm was involved in some innovative
                                                        which makes it much easier for us.”                deals this year. In one of the first public
      Leading lawyers                                      The firm attracted clients from well            takeover bids carried out under the new
      Jyrki Tähtinen                                    beyond northern Europe this year. Carlberg         Finnish takeover regime, Risto Ojantakanen
      Jari Vikiö                                        and Jan Ollila assisted Taiwanese electronics      advised investment services company FIM
      Nina Wilkman                                      company Lite-On Technology with its e277           Group on a e341 million offer by Icelandic
                                                        million cash tender offer for Helsinki-listed      banking group Glitnir.
                                                        handset casing company Perlos. Meanwhile,              “They have a very strong acquisition prac-
                                                        Markus Troberg and Juha Koponen acted for          tice, and on important transactions we are
                                                        US high-tech developer United Technologies

      www.iflr1000.com                                                                                                                    2009 EDITION
                                                                                       Mergers and acquisitions | Finland     339


reliant on their experience,” says a regular Group from Industri Kapital. She also assisted
client of the firm.                               JP Morgan on its acquisition of financial-ser-
                                                 vices group Nordea’s institutional global cus-
Leading lawyers                                  tody business.
Timo Airisto                                         United Arab Emirates exchange Borse
Petri Haussila                                   Dubai turned to Wist for advice on the
Risto Ojantakanen                                Finnish aspects of its $5.3 billion takeover of
                                                 OMX, which operates stock exchanges in the
                                                 Nordic and Baltic regions. Borse Dubai subse-
Bird & Bird                                      quently sold OMX to Nasdaq in return for a
Finnish firm Fennica merged with UK tech- 20% stake in the new entity Nasdaq-OMX.
nology firm Bird & Bird in May 2008, with             “She’s outstanding as an all-round advi-
its 10 partners receiving full Bird & Bird part- sor,” says one client of Wist. “She was our
nership. As Bird & Bird looked to expand into adviser on a very large transaction across the
Finland, Fennica was an attractive choice Nordic region and covered the Finnish por-
because of the two firms’ similar strengths in tion of the deal. She ensured service at a
IT and communications.                           magic-circle level, but with a local touch.”
    “It’s always a surprise when you see a merg-
er in Finland, but I’m sure it will add value to Leading lawyers
Fennica and to Bird & Bird,” says one lawyer Jan Waselius
in the market.                                   Tarja Wist
    This year Matti Ylä-Mononen advised pri-
vate-equity firm GMT, which focuses on
communications investments, with the divest- Other notable firms
ment of its shares in business and credit infor- Krogerus stirred up the legal market with the
mation company Suomen Asiakastieto to recruitment of Castrén & Snellman’s former
Investcorp. Department head Ylä-Mononen head of private equity Samuli Palin, along
also assisted Finnish private-equity investor with four of the firm’s senior lawyers, in June
Sentica Partners on its acquisition of electron- 2008.
ics manufacturer Darekon.                            This year the firm’s biggest deal saw Mika
    The firm showed its strengths beyond Ståhlberg and Kati Mattila advise on the e1.1
technology by advising Finnish real-estate billion merger of seven companies to form
group Realia on its acquisition of Baltic and Finnish telecoms company DNA. One peer
central European real-estate company Ober- says of Ståhlberg: “Their success is very much
Haus.                                            due to him and he should get credit for that.”
    “I would say that they’re very commercial
and pragmatic, which is unusual for many law
firms,” says one client. “They get things done
in a very efficient and professional manner.
We have used them again since the first time
and we will hire them again and again, cer-
tainly.”

Leading lawyers
Matti Ylä-Mononen


Waselius & Wist
Name partners Jan Waselius and Tarja Wist
both have strong reputations in M&A, and
continue to be the leading lights in their firm’s
practice.
    This year Waselius advised minerals com-
pany Omya on the sale of talc mining group
Mondo Minerals to private-equity firm
HgCapital. “In the past 25 years he’s been on
all kind of deals,” says one peer of Waselius.
“It’s admirable how well he does, how much
time he still gives to the deals, and how much
he cares about the deals.”
    Wist was active for the buyers, advising
private-equity firm Nordic Capital on its
acquisition of paint company CPS Color

2009 EDITION                                                                                                www.iflr1000.com

				
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