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A proposal by the Finnish Government to lower the national
merger control thresholds will significantly increase the number of
transactions notifiable to the Finnish Competition and Consumer
Authority. However, a focus on national markets could result in
fewer notifications from global operators.
Must I notify the Finnish Competition and Consumer Authority of
my merger or acquisition? Concerning transactions involving Finnish
operations, the answer may, in the future, more often be a
“yes”. In September 2022, the Finnish Government
submitted a proposal for new legislation (‘Proposal’)
that would significantly lower the turnover thresholds that trigger
an obligation to notify a merger to the Finnish Competition and
Consumer Authority (‘FCCA’). The proposal introduces a
fully Finnish ‘100+10′ rule. This means that
transactions between parties whose combined turnover from Finland
exceeds EUR 100 million and of which at least two generate a
turnover of at least EUR 10 million from Finland need to be
notified to the FCCA in the future. The proposal is a shift from
the current threshold, which in a similar sense could be described
as a ‘global 350 + Finnish 20′ -rule.
“The proposal introduces a fully Finnish
The Proposal estimates that the annual amount of transactions
subject to the Finnish merger control regime doubles. While the
number of notifiable deals likely increases, the Proposal clearly
concentrates the FCCA’s focus on Finnish merger activity. One
of the Proposal’s core aims is to weave the net of Finnish
merger control tighter so that it would catch national industries
and markets of local significance that have so far been small
enough to swim through the holes. On the flipside, this means that
transactions without substantial links to the Finnish economy that
the soon-past global threshold caught are released. According to
the Proposal, there were nine such transactions between 2017 and
The amendment brings the Finnish merger control jurisdiction
closer to its Nordic counterparts. However, contrary to, for
example, the Swedish and Norwegian regimes, the Finnish system will
not include a possibility for the FCCA to require a notification of
a transaction below the threshold. The FCCA had proposed a
possibility for such ex post merger control, but it was abandoned
due to resulting uncertainties for future transactions.
“Signing during the few months left of 2022 is therefore
the last chance to avoid notifying a transaction that falls within
the ‘100+10′ rule.”
The renewed rules come into force in January 2023. Consequently,
the new thresholds apply to transactions which are signed, where
control is acquired, or where a public bid has been announced after
the entry into force of the upcoming law. Signing during the few
months left of 2022 is therefore the last chance to avoid notifying
a transaction that falls within the ‘100+10′ rule.
Simultaneously, the Government is also introducing a renewed form
for notifying transactions to the FCCA. The new form should ease
the notification process for transactions where no horizontal or
vertical links exist, and should be used for any notifications to
the FCCA as of January 2023.
Since the reform concerns only the turnover threshold, the FCCA
retains its competence to require, for example, penalties for
jumping the gun and the dismantling of a notifiable merger
implemented without its approval. Therefore, while a transaction
might ultimately not be notifiable to the FCCA, it always pays to
ensure in advance that it actually is so.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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