Good Corporate Governance(en) Archives - Castrén & Snellman

Good Corporate Governance

The easiest way to find efficient solutions to issues concerning good corporate governance is with the help of an experienced advisor.

We advise our clients in various issues relating to good corporate governance. For example, we provide advice in drafting documents and guidelines concerning the implementation of good corporate governance and in developing efficient operating models relating to the administration of the company.

Our experts follow the social discourse on good corporate governance and actively participate in developing related principles. We work with the experienced board members of Directors’ Institute Finland and with Future Board, a network of young board professionals.

Latest references

Management of Various Companies – Background Checks for the Identification of Clients and Business Partners

In today’s business environment, the identification of and due diligence related to clients and business partners are essential ingredients in the management of reputation risk and in the diligent and responsible conduct of business. For well over the past year, we have performed background checks on prospective clients and business partners for various companies at the management’s request. These checks have covered, for example, trade sanctions, corruption risks and money laundering risks and have concerned China, Denmark, Ecuador, France, Hong Kong, Israel, Jordan, Latvia, Lithuania, Nigeria, Poland, Russia, Slovakia, Thailand, Ukraine and the United States.

Fortum – AI workshop

We delivered two AI workshops for Fortum Corporation’s Mergers and Acquisitions team, with both legal and business professionals participating. The sessions combined fundamental AI principles with custom use cases for commercially available AI tools tailored to Fortum’s needs. We also presented a bespoke solution merging AI with a script-based tool developed by our Legal Tech team, enabling a more automated way of working. Our experts conducted the training drawing on their legal background and leading experience in this emerging field of legal technology. Participants particularly appreciated the clarity and relevance of the implementations demonstrated. ‘C&S delivered an excellent, well-structured series of workshops, with directly applicable takeaways,’ says Sabina Hautaviita, Legal Counsel for M&A at Fortum.

VR – Supreme Court decision clarifies working time practices

We successfully represented VR Group before the Supreme Court in a case concerning the meal break practice of commuter train drivers. On 6 February 2026, the Supreme Court ruled in VR’s favour (decision KKO:2026:12), confirming that VR had the right to amend the commuter train drivers’ meal break practice in 2021 by rendering the break unpaid in accordance with the applicable collective agreement. This decision clarifies the interpretation of collective agreements and employment legislation as well as the limits of the employer’s right to direct work. Over 250 commuter train drivers challenged the unpaid meal break practice which VR introduced in April 2021. Before the change, meal breaks had a long history of being paid. The change was based on the train drivers’ collective agreement, which allows for meal breaks to be organised either as paid or unpaid time. The Supreme Court ruled that the scheduling and managing of breaks falls within the core area of the employer’s right to direct work. This increases the threshold for an established practice becoming a binding condition for the parties. Merely following a practice consistently and over a long period of time does not make the practice binding; instead, the employer’s intent to commit to the practice must be clearly evident from the employer’s conduct or other circumstances. As both alternatives – paid and unpaid – for organising meal breaks had been retained in the collective agreement despite other amendments over the years, it could not be considered that VR had intended to commit to the paid break practice and waive its right to direct work as regards break scheduling. It was also significant that the employment contracts explicitly referred only to the collective agreement as regards working time. The Supreme Court deemed that the employees’ paid meal break was not an established term of employment and that VR was entitled to change the practice based on the collective agreement. The employer had the right, by virtue of its right to direct work, to unilaterally change the meal break practice by choosing to apply the other arrangement permitted by the collective agreement.

CapMan Growth – Investment in Kuntokeskus Liikku

We are assisting CapMan Growth in its significant investment in Kuntokeskus Liikku, a Finnish gym chain known for its high-quality self-service facilities and excellent value for money. The investment will further strengthen Liikku’s position as a market leader and support the continued execution of its growth strategy. Liikku is one of Finland’s leading fitness chains, with more than 70 locations across the country serving nearly 90,000 members. The company’s concept is to offer high-quality self-service gyms at an exceptionally competitive price point which, combined with strong operational efficiency, provides a solid foundation for profitable growth. The company’s main shareholder is COR Group, a long-time partner of CapMan Growth, and a Finnish health and wellness conglomerate known for active ownership and long-term value creation. CapMan Growth is a leading Finnish growth investor that makes significant investments in entrepreneur-led growth companies with a turnover of €10–200 million. CapMan Growth is part of CapMan, which is a leading Nordic private equity investor engaged in active value creation work. CapMan has been listed on the Helsinki Stock Exchange since 2001.

Latest insights

3.3.2026 – Employment The threshold for dismissal is lowered: what should be taken into account in practice?

Aleksandra Särkelä

Aleksandra Särkelä

6.2.2026 – Tax & Structuring Electricity sector Profit Tax Act in conflict with EU law – SAC denied leave to appeal

Janne Juusela

Mikko Alakare

Janne Juusela & Mikko Alakare

2.2.2026 – Data & Technology Avoid costly risks with well-drafted distribution agreements

Topi Lusenius

Samuli Salminen

Topi Lusenius & Samuli Salminen

14.1.2026 – Tax & Structuring VAT deductions for private equity investors under the microscope

Mikko Alakare

Lotta Manu

Mikko Alakare & Lotta Manu

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