Corporate Advisory

Our corporate advisory team assists our clients in complex corporate affairs in the context of corporate transactions as well as board level and shareholder matters. Hannes Snellman has extensive experience from decades of advising leading domestic and foreign corporations on corporate law, securities regulation and compliance matters.

We provide a dedicated team of experts covering the spectrum of corporate law, as well as market-leading tax, M&A, capital markets and finance teams. Lawyers from our corporate advisory team participate as experts in regulatory work at the national and EU level in takeovers and corporate finance matters. We emphasize the importance of combining high quality legal expertise with a pragmatic commercial approach.

Our practice includes, for example, board advisory and corporate governance work, general meetings, takeovers and different M&A situations, disclosure issues and internal investigations.

Regulatory roles

Klaus Ilmonen is a member of the Consultative Working Group on Corporate Finance with ESMA (European Securities Markets Authority). He has also participated in legislative and regulatory work in Finland. He was involved in implementing the Takeover Directive and in drafting the Helsinki Takeover Code.

ESMA is an EU regulatory authority with a mandate to “safeguard the stability of the European Union’s financial system by ensuring the integrity, transparency, efficiency and orderly functioning of securities markets, as well as enhancing investor protection”. The role of ESMA has become increasingly important with the development of the EU legislative procedures. EU directives and regulations set out the higher level objectives of regulation, but the detailed regulation is increasingly included in delegated acts, where interpretive guidance and standards developed at the ESMA level have a greater role. ESMA also participates in coordinating the work of national market regulators and ESMA guidance is generally applied throughout the EU.

ESMA has established working groups of market experts to provide informal advice for developing policy or in relation to specific regulatory and technical matters. Members of the CWG are appointed and participate in their personal capacity and do not represent any interest groups or organizations. The working groups can provide market insights on regulatory initiatives, and contribute on their part to better regulation at the EU level.

ESMA currently has a comprehensive work programme for the different work streams (see http://www.esma.europa.eu/system/files/2013-1355_rev1_-_2014_work_programme.pdf.)
 

Björn Kristiansson is heavily involved in Swedish self-regulation on the Swedish stock market.

Björn is an executive member of the Swedish Corporate Governance Board responsible for the Swedish Corporate Governance Code (see. http://www.corporategovernanceboard.se/). The Board is currently undertaking a review of the Swedish Code with the aim to present a revised Code in spring 2015.

In addition, the Corporate Governance Board also issues Takeover Rules that complement the rules in the Swedish Takeover Act for companies that have their shares listed on the regulated markets NASDAQ OMX Stockholm and NGM Equity. The Board has also issued Takeover Rules for companies that have their shares listed on the trading platforms First North, NGMT MTF and AktieTorget. The Board recently announced its changes to the Takeover Rules with rules for Legal Mergers and corporate actions similar to mergers and also that a more thorough revision will result in new rules to be presented later at the end of 2014 or at the beginning of 2015.

In addition, the Board will shortly issue a recommendation regarding cash issues of shares, convertibles and warrants in listed companies with deviation from the shareholders pre-emption rights.
 

Sören Lindström has been a member of the the Swedish Securities Council for more than 20 years and continuously participates in meetings with the Council.   

The Swedish Securities Council (Sw. Aktiemarknadsnämnden) promotes good practices in the Swedish stock market through statements, advice and information. The Council began its operations in 1986 at the initiative of the Federation of Swedish Industries and the Stockholm Chamber of Commerce. Today the Council is one of three organizations that make up the Association for Generally Accepted Principles in the Securities Market in Sweden. The Council is comprised of experienced and well established representatives of the Swedish business community. The Council consists of a Chairman, Vice Chairman and 24 other members. No less than four and no more than eight members must be present to evaluate a case. A particularly important case can be considered by a plenary session at the initiative of the Chairman. The Council’s statements are issued in writing. To contribute to the development of good practices in the stock market, the Council releases its statements publicly, unless a specific case must be kept confidential for certain reasons.

Björn Kristiansson is responsible for the Guide to the Securities Council’s statement on good stock market practice, available on the Securities Council’s webpage (http://www.aktiemarknadsnamnden.se/guide-till-uttalanden__1467)
 

Riikka Rannikko chairs the working group set by the Finnish Securities Market Association in January 2015 for the purpose of reviewing and  revising the Finnish Corporate Governance Code (see www.cgfinland.fi). The proposal for the revised Code was presented for market review and comments in June 2015, and the revised Code is expected to be finalised and published in autumn 2015.

The Finnish Securities Market Association is a cooperation organ established in December 2006 by the Confederation of Finnish Industries (EK), NASDAQ OMX Helsinki Ltd, and Finland Chamber of Commerce. The purpose of the Association is to ensure that by strengthening self-regulation, companies operating on the securities market observe uniform principles and standards of conduct. The Association participates in the drafting of self-regulation standards and, when necessary, in interpreting them. The Association administers the Finnish Corporate Governance Code, the Guidelines for Insiders, and the Helsinki Takeover Code.

Practice update

Reflections on the AGM Season 2017

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

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

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

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

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

The New Market Abuse Regulation and Directive on Criminal Sanctions

By Soila Miettinen

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

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

How will this affect the current Finnish legislation?

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

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

Helsinki

Senior Partner
Telephone:
+358 9 2288 4239
Mobile:
+358 40 060 9755
Partner
Telephone:
+358 9 2288 4453
Mobile:
+358 40 527 8818
Partner, Doctor of Laws
Telephone:
+358 9 2288 4378
Mobile:
+358 40 831 1868
Partner
Telephone:
+358 9 2288 4341
Mobile:
+358 40 743 2313
Partner
Telephone:
+358 9 2288 4263
Mobile:
+358 40 533 3784
Partner
Telephone:
+358 9 2288 4270
Mobile:
+358 40 731 1611
Partner
Telephone:
+358 9 2288 4383
Mobile:
+358 40 837 6967

Stockholm

Partner
Mobile:
+46 760 000 007
Partner
Telephone:
+46 760 000 082
Partner
Mobile:
+46 760 000 001
Partner
Mobile:
+46 (0) 760 000 084
Partner
Mobile:
+46 760 000 005

Other contacts

Tax & Structuring, Helsinki
Partner
Telephone:
+358 9 2288 4496
Mobile:
+358 40 844 2117