The Finnish Competition Act to be amended as of 4.2.2021
The Finnish Government has issued a Government Bill 210/2020 on 5 November 2020 to amend the Finnish Competition Act. The proposed amendments relate mainly to the implementation of the so-called ECN+ Directive and would, if adopted, inter alia, increase the investigative and decision-making powers of the Finnish Competition and Consumer Authority (the “FCCA”) as well as its powers to propose the imposition of penalty payments. The amendments are intended to enter into force on 4 February 2021, the date by which the implementation of the ECN+ Directive into the national legislation must be completed.
According to the Government Bill, the FCCA would be given competence to establish the existence of a competition restriction and, when deemed necessary by the FCCA, impose structural remedies on the undertakings infringing the competition rules. Following the amendment, the FCCA could, for example, oblige the infringing undertaking to divest a business unit or dispose a shareholding in a competitor. Such measures are, however, intended to be applied only in exceptional cases. In practical terms, a structural remedy would be imposed by the Market Court on the proposal of the FCCA. Additionally, the proposed changes would broaden the FCCA’s powers regarding who it may summon to a hearing when investigating a competition infringement. Accordingly, the FCCA’s right to summon persons to a hearing would extend to any person who may possess relevant information necessary to investigate competition infringement.
Furthermore, the proposed changes would facilitate the exercising of the rights of defence of the parties to a competition infringement. If adopted, a party under investigation would, according to the Government Bill, have the right to access to the documentation relating to the exemption from penalty payment, i.e. leniency, lodged with the FCCA. The use of such documents would, however, be strictly limited to the exercise of the rights of defence in court proceedings by an undertaking subject to investigation.
Additionally, the proposed amendments to the Competition Act relate closely to penalty payments. Changes are proposed regarding the calculation methods for penalty payments and the persons ultimately responsible for the payment of the imposed sanctions. Moreover, following the amendment of the current Competition Act, the undertakings themselves could assess more accurately the amount of the penalty payment to be imposed for restricting competition. The purpose of this amendment, which is not required under the ECN+ Directive but is instead based on national need, is clearly to create a deterrent and dissuasive effect. Interestingly, the Government Bill also proposes an addendum according to which the FCCA could propose and the Market Court impose penalty payments on undertakings for breaches of procedural rules and non-compliance with certain decisions and not only for competition restrictions as is currently possible pursuant to the Competition Act.
The proposed amendments to the Competition Act are intended to apply mainly to competition restrictions implemented or continued after the entry into force of the amendments. However, the Government Bill does not affect cases currently pending before the Market Court and the Supreme Administrative Court since such cases will be tried in accordance with the provisions in force prior to the entry into force of the amendments proposed.
With Brexit, EU registrations will be replaced by national trademarks and designs in the UK
The implementation of Brexit is approaching, and a no-deal Brexit seems increasingly likely. Follow these instructions to ensure the validity of your Intellectual Property in the UK even after the end of the year 2020.
Valid EU registrations are automatically converted into national registrations
You do not need to do anything if your EU trademarks or Registered Community Designs have entered into force before the end of the transitional period on 31.12.2020. Your EU trademarks and Community Designs will automatically be converted into national trademarks and designs in the UK.
International trademark registrations designating the EU will also be converted into national trademarks in the UK. However, please verify that your trademarks or designs in the UK correspond to your EU registrations.
If your EU trademarks or Community Designs are due to expire after 31.12.2020, you will need to renew them separately in the UK.
If you have requested deferment of publication of your Community Design in the EU until after the end of the year 2020, your design registration will be considered pending and no automatic conversion will take place. Remember to file a corresponding national trademark or design application in the UK by 30 September 2021.
Pending registrations must be separately applied for in the UK
If you have a pending EU trademark or Community Design application that does not take effect before the end of the year 2020, you must file a national trademark or design application in the UK, corresponding to your EU application by 30 September 2021. The application will be treated as a trademark or design application in accordance with the local legislation.
When you act within the nine-month transition period, your application will be deemed to have been filed on the date of filing of your EU application.
In the future, only national applications can be filed in the UK
After 31 December 2020, trademark and design applications and their renewals will have to be filed nationally in the UK in accordance with British law.
Brexit has no effect on patents
As the patent system is not linked to the European Union in the same way as the EU trademark and the Community Design system, Brexit is not expected to have any impact on patents.
European patents that entered into force before Brexit will continue to be valid in the UK. After Brexit, the UK continues to be part of the European patent system.
Extension coming: Listed companies and First North listed companies may hold General Meetings without shareholders being physically present also in spring 2021, a recent government proposal says
The coronavirus epidemic began in the spring of 2020 in the midst of the busiest Annual General Meetings time. The situation was challenging as the statutory meetings had to be held, and at the same time, physical gatherings had to be avoided by all means possible.
In the spring, the Finnish government brought relief to the situation in the form of temporary legislation. The temporary act allowed, for example, the postponement of the Annual General Meeting until the end of September 2020 and for meetings of listed companies and First North listed companies to be held without shareholders being physically present.
The act enacted in the spring expires on 30 September 2020. As the coronavirus has not been contained yet, the government is now proposing a new temporary act that would be in force for nine months: from 1 October 2020 to 30 June 2021.
The new temporary act includes mainly the same simplified procedures for listed companies and First North listed companies as the current temporary act. The General Meeting may, by a decision of the company’s Board of Directors, continue to be held only as a remote meeting or so that shareholders may exercise shareholders’ rights at the General Meeting only by way of proxy representation.
The reliefs are welcomed given that these procedures, made possible by the temporary act that came into force at the beginning of May, were applied this year by more than 20 companies. The number could have been considerably higher, as many companies had already held their General Meetings by the time the temporary act came into force. Most listed and First North listed companies held their 2020 meetings in accordance with the Companies Act, but applying the exemptions already permitted by it and by the Securities Markets Act (for example, a proxy service provided by the company).
The new proposed temporary act differs from the current one in particular in that the meetings should be held on a normal schedule. This means that it would no longer be possible to postpone the spring 2021 meetings to a period after the deadline set by the Articles of Association or the Companies Act. The new act also no longer applies, for example, to housing companies.
The handling of the government proposal concerning the new temporary act (HE 117/2020 vp) is currently still in progress in the parliament.
No cause for concern: Government proposal to allow postponing Annual General Meetings until 30 September 2020 and holding listed companies’ Annual General Meetings without shareholders physically present
Anu Honkalinna to provide Merilampi with additional financial expertise
Read in Finnish here.
Anu Honkalinna (LL.M.) will start as Project Counsel at Merilampi on 8 June 2020. Along with this project work, Honkalinna will continue in her existing roles, which include CEO and advisor of a start-up company.
Anu Honkalinna has extensive experience in the financial sector. She has worked for a long time as an executive responsible for legal matters and compliance operations in insurance companies and as an advisor to start-up companies. She was a co-founder of Fintech Finland association, and has been actively involved in the development of its operations as a board member.
Honkalinna has exceptional expertise in cross-border insurance business, licensing procedures, mortgage insurances, payment protection insurances and insurance mediation regulation in several countries, as well as setting up optimal insurance business in a digital environment. She has also been a legal advisor in many projects involving cryptocurrencies, tokens, digital assets exchanges and related licensing processes. Besides legal work, Honkalinna has had a significant role in the leadership, sales and product development of these businesses.
“It is great to join Merilampi as Project Counsel and to develop a new model of working, as well as to make use of my knowledge in many ways in the field of law,” says Project Counsel Anu Honkalinna.
Merilampi wants to ensure that the changes taking place in society and the business environment are reflected in both the service portfolio of the company and the operating methods.
“In the future, even more expertise in special fields will be needed in the legal business. In addition, it is necessary to have the option of working on a project basis when needed. This also benefits the field,” explains Chairman of the Board at Merilampi, Jussi Ikonen.
“We are happy to have Anu Honkalinna joining our team. She has convinced me with her extensive knowledge of insurance matters, digital assets and their exchange and licensing processes,” says Jussi Ikonen.
Merilampi’s Managing Partner Heidi Merikalla-Teir is also looking forward to working with Honkalinna:
“I am very glad that we can start collaboration with Anu Honkalinna. Anu is not only an expert with considerable knowledge of her special fields but also a great fit for our team as a person,” says Merikalla-Teir.
Anu Honkalinna, tel. +358 50 338 6859, firstname.lastname@example.org
Jussi Ikonen, tel. +358 40 097 8281, email@example.com
Heidi Merikalla-Teir, tel. +358 40 750 6106, firstname.lastname@example.org
Aino Jankari joined Merilampi as Associate
LL.M. Aino Jankari has been appointed as Associate. Aino advises in competition and corporate law as well as in mergers and acquisitions. She graduated from the University of Turku, and she wrote her master’s thesis on the need to amend the provisions regarding the obligation to notify a merger in the EU. Aino has previously worked at Merilampi as a Trainee, and we are very happy to have her back.
The Supreme Administrative Court annulled the decisions of the Administrative Court and the Regional State Administrative Agency in a matter that concerned obligation imposed by the occupational safety and health authority – Merilampi represented Posti Ltd
We represented Posti Ltd in the matter that concerned the obligation imposed by the occupational health and safety authority to maintain the minimum temperature, defined by a degree, in Posti’s Rovaniemi terminal. On 12 May 2020, the Supreme Administrative Court issued a decision approving Posti’s appeal and annulling the decisions of the Administrative Court and the Regional State Administrative Agency. In addition, the Northern Finland Regional State Administrative Agency is ordered to reimburse Posti’s legal costs by EUR 7,000.
By the decision made on 2 February 2017, the Northern Finland Regional State Administrative Agency’s area of responsibility for occupational health and safety obliged Posti, under threat of fine, to correct the situation which according to the Regional State Administrative Agency was not fulfilling the legal safety requirements at the Rovaniemi terminal. According to the authority, the temperature of the terminal had to be at least +17 degrees in the working area. The Administrative Court amended the decision of the Regional State Administrative Agency so that Posti would have had to ensure that the temperature in the loading and unloading premises was at least +13 degrees. Based on the Agency’s decision, one of the main questions was whether the terminal work should at all be considered as indoor work.
In its complaint, Posti primarily demanded the annulment of the decisions of the Administrative Court and the Regional State Administrative Agency and cancellation of the penalty payment imposed.
In its decision, the Supreme Administrative Court considers that, taking into account the special characteristics of the terminal as a working environment, the nature of the work, Posti’s measures to improve employees’ safety as well as other evidence presented in the case, the authority’s requirement of the minimum terminal temperature must be considered not only inappropriate in relation to the objective pursued but also economically and technically disproportionate.
Green light from the Parliament: The Annual General Meeting may be postponed until 30 September 2020 and listed companies may hold the meetings without any shareholders present
The Parliament has today passed a temporary act (HE 45/2020 vp) concerning deviations from, among other things, the Companies Act and the Housing Companies Act. The contents of the act are in accordance with the report of the Commerce Committee TaVM 8/2020 vp.
The purpose of the temporary legislation is to allow statutory and regular meetings of corporations to be postponed or attended by means of virtual participation in order to prevent the spreading of the coronavirus at the meetings.
The temporary legislation will enter into force as soon as possible and will remain in force until 30 September 2020. The act applies to meeting to which an invitation has been sent out in accordance with the temporary act and which are held while the act is in force.
The contents of the temporary legislation in a nutshell
All limited companies and housing companies:
- The right to hold the Annual General Meeting following the financial year that ended between 30 September 2019 and 31 March 2020 no later than by 30 September 2020.
- The right to hold meetings by 30 September 2020 also applies to Extraordinary general meetings and general meetings regarding deciding on the approval of a merger or demerger plan.
right to postpone the meeting until 30 September 2020 also applies to:
- Cooperatives and cooperative banks
- Commercial banks
- Meetings of the trustees of savings bank
- Insurance companies and pension insurance companies
- Fund meetings of unemployment funds
- Representative bodies of insurance funds
- Councils of unemployment funds
Listed companies and First North listed companies:
- Pursuant to the decision of the company’s board of directors, the Annual General Meeting may be held solely by means of virtual participation.
- Pursuant to the decision of the company’s board of directors, the Annual General Meeting may be organized in a way that a shareholder may exercise their rights at the Annual General Meeting only by way of proxy representation.
- A combination of the two abovementioned is also possible.
- The provisions apply to Annual General Meeting and the Extraordinary General Meeting.
- The organization of meetings in accordance with the temporary legislation requires extraordinary contents with respect to the notice to convene the Annual General Meeting. The Advisory Board of Listed Companies has prepared in accordance with the temporary legislation a template for the notice to convene the Annual General Meetings.
Cooperatives and registered associations:
- Annual General Meeting may be attended by way of proxy representation or power of attorney or remotely.
- Meetings of representative bodies of cooperative banks
- Meetings of the trustees of savings bank
- General meetings of insurance companies
- Fund meetings of insurance funds
- According to 3:6 of the current Accounting Act, financial statements and annual report must be prepared within 4 months following the end of a financial year.
- However, according to the temporary legislation, the preparation of financial statements and annual reports regarding the financial year that ended between 30 November 2019 and 29 February 2020 may be postponed and prepared no later than by 30 June 2020.
No cause for concern: Government proposal to allow postponing Annual General Meetings until 30 September 2020 and holding listed companies’ Annual General Meetings without shareholders physically present
Merilampi’s experienced specialists participate annually in the preparation of several private and public companies’ Annual General Meetings and managing the duties of chairman in these meetings.
Financial uncertainty increases risks for management – Make sure you can answer the questions who, what and why
During this exceptional time, companies must make decisions and find solutions faster than usual. Actions to secure operations and future success, including the related risks, are, from time to time – and especially now – essential. In order to avoid significant harm to the company, it may be necessary or justified to take risks that would not otherwise be taken. At the same time, the risk of making mistakes increases.
For this reason, during this exceptional time, issues of responsibility that face management have now also surfaced in various contexts. If a mistake occurs in the company and it is not feasible or adequate to hold the company itself responsible, criticism is easily directed at the Board of Directors and executive management and, to an increasing extent, also the company’s legal department, among others.
A business decision may prove to be erroneous in the subsequent evaluation. This does not necessarily mean that management acted incorrectly. However, management must be able to reliably indicate that decisions have been made in the right place, at the right time and that there are clear and documented justifications for those decisions and solutions.
The following practical advice may, in its simplicity, be the key for a company to make and dare to make decisions that are both timely and required by the circumstances.
Clear division of tasks among management, the Board of Directors and others in the organisation
Make sure that the assignment of tasks among individuals, both in company management and on the Board of Directors, is clear and carefully documented. The Board of Directors and the CEO can, and often they should, delegate their decision-making power to others in the company’s organisation. Such delegation of tasks and powers should be clear and documented, especially when those tasks are of great importance to the company’s business operations.
Drafting and adhering to internal operating principles
Make sure your organisation knows what to do in different situations. Among other things, it is important that members of the organisation feel they can raise issues with management as early as possible. For example, it is often the case, and quite unnecessary, that growing disputes are treated as “internal matters of a project” and are therefore not reported to management early enough. Especially now in these exceptional circumstances, it is particularly important for management to be kept up to date with how things are going in order to ensure that the necessary actions, such as written statements, are taken in the right form and according to the right timetable; while, on the other hand, this ensures that measures contrary to the company´s legal position are not taken.
Documentation of decisions
Make sure you can demonstrate why and on what grounds a business decision was made. Justify, document and provide the background for decisions carefully.
In the event of possible disagreements at a later stage, it is often of central importance to know what was the deadline by which matters documented should have led to actions by members of management, been investigated or problems should have otherwise been addressed. Regarding the decisions made, it will be assessed, among other things, whether the decision was based on sufficient and appropriate information, whether the assistance of external experts was sought, whether there was a valid reason for relying on the information obtained and whether a rational and consistent decision was made on the basis of the information obtained, also taking into account objectively the assessments of the decision at the time.
The Dispute Resolution Review’s twelfth edition published
A new edition of the Dispute Resolution Review has been published. Tiina Järvinen and Nelli Ritala from our Dispute Resolution team contributed to the edition by writing the chapter on Finland.
The edition contains an overview of the civil court system and alternative dispute resolution mechanisms of 32 jurisdictions in total, including Brazil, England and Wales, France, Germany, India, Italy, the Netherlands, Spain, the United States and most of the Nordic countries. The book offers a broad outline of the keystones of the dispute resolution procedures and recent developments in each jurisdiction. The book also includes a separate chapter regarding the relevant legal consequences of Brexit.
The entire twelfth edition is available here.
The Dispute Resolution Review. Twelfth Edition. Reproduced with permission from Law Business Research Ltd. This article was first published in February 2020
Jussi Koivu and Liina Kokko appointed as Specialist Counsels
Attorneys-at-Law Jussi Koivu and Liina Kokko have been appointed as Specialist Counsels at Merilampi as of 1 February 2020. Jussi works in our employment team and Liina specialises in dispute resolution.
Jussi Koivu (LL.M., Attorney-at-Law, Trained at the Bench) advises both domestic and international clients on various legal matters associated with employment law, such as contract drafting, cooperation negotiations, industrial disputes and questions related to corporate governance and data protection during employment relationships. Prior to joining Merilampi, Jussi worked in the HR-department of a large corporation gaining experience in cross-border transactions and employment law in an international environment.
Liina Kokko (LL.M., Attorney-at-Law, Trained at the Bench) specialises in dispute resolution. She has extensive experience in various court proceedings both in general courts and in arbitration tribunals. Her areas of expertise include tort law and insurance related disputes in which she has acted as a counsel for broad range of companies and public corporations. She also regularly represents clients in white-collar criminal proceedings.
“Liina and Jussi are both top-quality experts respected by both their clients and colleagues. They are magnificent co-workers with whom it is a pleasure to work on assignments. The values of Merilampi can be seen in their work and attitude – they always work with uncompromising quality and passion. As Specialist Counsels, Liina and Jussi have a lot to offer to our clients as well as to Merilampi as a work community”, says Partner Heidi Hiltunen.
Chambers Litigation 2019 Guide’s chapter on Finland published
The Chambers Litigation 2019 Guide has been published. Jussi Ikonen, Antti Karanko, Liina Kokko and Teemu Taxell from our Dispute Resolution team contributed to the guide by writing the chapter on Finland.
Litigation 2019 covers every step of the litigation process, including funding, initiating lawsuits, pre-action conduct, injunctive relief, damages, appeal, costs and ADR. The guide provides clients with expert legal commentary in key jurisdictions around the world. Written with clients in mind the guide enables the business client to identify and compare current legal issues across jurisdictions.
We would like to thank all of our clients and business partners for this past year. We wish you all a happy holiday season and a joyful new year in 2020!
This holiday season we support Save the Children Finland’s Christmas appeal. Save the Children Finland is a national organisation founded in 1922, which fights for children’s rights in order to immediately and permanently improve children’s lives in Finland and around the world.
Read more: Save the Children
BLOGI: Asiantuntijaorganisaatiokin tarvitsee johtamista – Onko kyse vain kasvun ja kannattavuuden maksimoinnista vai jostain muustakin?
Read the blog in Finnish here.
Read the keynote speech held by Heidi Merikalla-Teir at the Women’s Board Award event on 29 October 2019 here.
BLOG: Noora’s first months at Merilampi
I started at Merilampi as an Associate in the beginning of June and would like to share my experiences so far.
Starting a new job is of course always a bit daunting. However, coming to Merilampi was easy. This was partly because my first day was the first day for the entire Merilampi staff at our new premises. Therefore, it was a new beginning for everyone. Furthermore, our new CEO, Heidi Merikalla-Teir started on the same day.
I had a very warm welcome and even though I am an Associate, I have not had to stay in the background. I get to interact with clients and to be involved in the handling of the office’s high-profile cases. Merilampi’s IP practice is now evolving and growing faster than ever, and I have also been able to take an active role in the development of the practice together with Henrik af Ursin, the head of our IP team. I feel privileged to get to present my own ideas about the development, and, in that way, I also get to influence my own work.
The variety of my tasks from IP specialist work to taking care of the marketing and commercialisation of our services makes my job very interesting. Another thing that brings nice variation to my work is the fact that many of our clients are international, so I also get to utilise my language skills at work.
One thing above all at Merilampi, however, is the team spirit and the great atmosphere. The warm atmosphere is partly due to our very own canteen, Annela. Spending the lunch hour with my work mates allows me to really get to know everyone. Also, since I started, we have already had a variety of joint activities from having breakfast with the entire staff to going out for a jog together. Because of the new premises, the ambience at Merilampi is still somewhat festive, and we’ll celebrate several housewarming parties throughout the autumn.
I wish everyone a happy start to their autumn!
Heidi Merikalla-Teir appointed as Merilampi’s Managing Partner
Heidi Merikalla-Teir (LL.M., Trained at the Bench, MBA) has been appointed as the new Managing Partner of Merilampi as of 1 June 2019. She is currently the Director of Dispute Resolution Services at the Finland Chamber of Commerce, and a member of the Finland Chamber of Commerce’s executive team. She is also the Secretary General of the Arbitration Institute of the Finland Chamber of Commerce (FAI).
Previously, Heidi worked for several years as an attorney and a Specialist Partner at one of the largest Finnish law firms. At Merilampi, Heidi joins Partners Jussi Ikonen and Teemu Taxell at our Dispute Resolution team.
Heidi has extensive and diverse experience in domestic and international commercial arbitration, litigation and mediation. In addition to acting as counsel, she serves as arbitrator and mediator. She is a CEDR (Centre for Effective Dispute Resolution) Accredited Mediator.
Jussi Ikonen, our Managing Partner since 2015, takes on the position as Chairman of the Board, and Merilampi’s current Chairman, Jani Ylä-Autio, will continue his work as Member of the Board and Partner of the Transactions and Finance team.
“I am grateful for the opportunity to join Merilampi and to work together with colleagues who I highly respect. In times of increasingly changing business environment, law firms will not remain unaffected. At the same time, this is an excellent opportunity to develop organisations and to find solutions that best serve clients’ needs. I strongly believe that value creating solutions are found in collaboration with personnel, clients and other stakeholders. In this work, also the organisation’s corporate culture plays a key role”, says Heidi Merikalla-Teir. “I am accepting the Managing Partner appointment with very high motivation”.
“We are very happy and proud to have Heidi on board. Heidi’s diverse background and experience in expert and management positions give her an excellent basis, together with all our people, to guide Merilampi to the next level. At the same time, I am glad to complement our dispute resolution services with such a talented colleague. Heidi is highly respected professional in the fields of commercial arbitration and mediation, and she shares our values and mission in providing ever more holistic and client-oriented conflict management services,” says Jussi Ikonen.
“It has been impressive to follow the development of the Arbitration Institute under Heidi’s leadership. It is a great opportunity for Merilampi to get Heidi’s knowledge and skills for the benefit of our clients and the firm. I am eager to see Heidi and Jussi’s cooperation in Merilampi’s management and the continuation of Jussi’s extremely admirable work,” comments Jani Ylä-Autio.
Merilampi represented Lindström Invest Oy’s shareholders in the sale of the real estate company’s entire share capital
Finnish Supreme Administrative Court repealed price cap for fibre loops and the whole SMP-decision concerning wholesale access provided at a fixed location at Helsinki and Tampere regions – Merilampi represented Elisa
Merilampi represented Nanso Group and its major shareholders in the sale of share majority
Articles and blogs
Kevään 2021 yhtiökokouksissa terveydelliset, tekniset ja juridiset riskit nivoutuvat yhteen – vinkkejä onnistumiseen pörssiyhtiöille ja First North -yhtiöille
WTR Global Leaders lists head of Merilampi’s IP team Henrik af Ursin among foremost trademark experts