tiistai 13. helmikuuta 2018

Business acquisition in Finland

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.

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