The Veikko Palotie Award was this year granted to LL.M. Ella Soldan for her praiseworthy master’s thesis. The award consists of the Veikko Palotie medal and a grant of EUR 4 000.

In her thesis, Soldan analyses the limits of the authority and competence of the board of directors of an unlisted company in a hostile takeover. The thesis aims at finding out whether, pursuant to the Companies Act, the board of directors of an unlisted company has an obligation to submit resolving on taking actions to prevent the takeover attempt to the general meeting of shareholders for decision. Unlike the Securities Market Act, which applies to listed companies, the Companies Act does not include a specific legal norm governing the situation.

The prevailing opinion is that the general competence of the board of directors is broad, allowing the board of directors to resolve on unusual and extensive measures as long as these measures are in line with the field of business and the purpose of the company. The thesis tests how this predominant view fits in hostile takeover environment. (Summary by Ella Sodan)

Managing Partner Jussi Ikonen, who reviewed the thesis at Merilampi, explained the choice as follows: “Ella’s master’s thesis is excellent. The established thinking on the competences between the different bodies of unlisted companies is challenged justifiably in the thesis and, at the same time, concrete tools are offered for a company in the middle of a power struggle. Reaching this kind of level in a thesis is exceptional.

Merilampi Attorneys, together with Paulo Foundation, annually awards the Veikko Palotie grant to a post-graduate student at the University of Helsinki in recognition of an exceptional master’s thesis, the topic of which is of interest to the field of business law. The award is given each year at the Veikko’s day event.

 

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