Business Acquisition in Finland - our concept
In the course of years we have represented a broad range of
individuals and companies pursuing business opportunities through mergers and
acquisitions, most recently within e-commerce, metal industry and wealth
management. We have worked as inhouse lawyers and seen a lot of outstanding-
but also mediocre legal work performed by lawyers, let lone reputable firms. We
decided not to deliver the same kind of quality and not to deliver
unnecessarily lengthy reports which lack proper analyze. A client has the right
to get answers – proper opinions- for his money.
M & A approach
We have in the past few years seen a foreign acquisition
culture penetrate this market. In most cases this means unnecessarily lengthy
agreements and extensive due diligences. Such practices have their
justification provided they serve the best interests of the client but that is
unfortunately not always the case. In a jurisdiction like Finland you could
achieve the same level of protection with less paperwork and more analyzing.
That may, however, not always be in the interest of the service provider.
I have assumed a different approach where I get personally
involved and perform almost all the work needed in an acquisition process. Thus
the client gets the benefit of our past experience and does not have to satisfy
with work performed by fairly inexperienced associate lawyers. This approach
has proven successful and we have recently been involved in several mergers and.
Now, this approach naturally signifies
that I get totally wrapped in the process and have to decline other engaments.
On the other hand I am completely aware of
all the details of the process and thus have a competitive edge to a lawyer who works only part time with the
acquisiton. Many of our clients have authorized us to disclose our involvement
in the respective mergers and acquisitions. We are pleased to inform you about
our past engagements.
Finland as the acquisition target country
The process of acquiring a company is seen in many
jurisdictions as something complicated and time-consuming. This does not apply
to the Nordic countries let alone to Finland. We have a culture of
transparency, openness and minimal form requirements. Our legal culture has
minimized red tape which fact facilitates business dynamism.
Lower transaction costs
The Finnish transaction and legal costs are competitive and
mostly lower than in the majority of western countries. We encourage our
clients to structure the deal in accordance with the Finnish legal tradition in
order to minimize the costs. Of course you may want to do an acquisition
process in the same way in every country or do it more extensively in order to
cover your back. Our approach has been particularly suitable in the acquisitions
of small and medium sized companies where the owner makes the decisions and
does not need to justify his actions to others.
Be a demanding client
It goes without saying that the extent of a lawyer’s
involvement in across border acquisition is dependent on the instructions of
the client. Yet, this basic fact is often forgotten and lawyers serve standard
solutions to their clients, solutions which unfortunately in some cases are
extensive and expensive without giving any real help to the client’s decision
making. The objective which the parties’ attorneys will be expected to achieve
is the legal transfer of ownership from seller to buyer of either the shares or
the assets of the business as appropriate. The client has every right to expect
his attorney to identify risks and pitfalls and to give advice to protect the
client’s interests rather than make lengthy DD-reports and extensive translations without analyzing
the underlying facts.
Take us earlier onboard and save in transaction costs
An experienced lawyer’s input into the commercial aspects of
the transaction should be substantial as the legal facts do have financial
implications. The moment at which the client instructs the lawyer in cross
border transactions should be carefully considered. It is often unfortunate if
the client sees the lawyer as nothing but a a contract drafting tool. In such cases the
client will instruct the lawyer at a relatively late stage in proceedings,
maybe after most of the deal has been negotiated. We have seen cases where
little could be done and most of the advisor’s time was consumed in trying to
mend the errors already made and create structure in the DD-process and deal. It
is, however, impossible to isolate the legal aspects from the commercial
aspects and it is therefore we prefer to be involved as early as possible in
the negotiations.
