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   Innocent Until Proven Guilty, Even in Competition Cases

   The case concerned alleged cooperation between Finland’s two largest power line companies, Eltel Networks Oy and Empower Oy. The FCCA deemed that the companies had agreed on prices and profit margins and divided contracts for upcoming power line projects in 2004–2011. Ultimately, the Market Court did not rule on whether Eltel had violated competition law, but dismissed the FCCA’s fine proposal due to insufficient evidence. Empower had been granted immunity from fines because it had revealed the cooperation to the FCCA. The case was tried under the old Act on Competition Restrictions, which provided that a competition violation would become time-barred five years after the end of the restriction or of when the FCCA became aware of the restriction. [1] The FCCA made the fine proposal on 31 October 2014, so it would have needed to prove that the cartel had continued after 31 October 2009. The Market Court found that the FCCA had not provided sufficient evidence of this. The FCCA’s Burden of Proof The Market Court’s decision confirmed that the FCCA has a high burden of proof in competition cases. The FCCA must present accurate and consistent evidence on alleged restrictions based on which the Market Court can be certain that a violation existed. The Market Court cannot decide a case against suspected company unless it is convinced of the violation’s existence. The burden of proof is not met if the company suspected of a violation can provide a credible alternate explanation for the facts presented by the competition authority. ‘A court must always decide a matter to the benefit of a suspected company when it is uncertain of the actual course of events. This is the principle of the presumption of innocence, which has been confirmed in the EU Charter of Fundamental Rights and the EU’s established case law.’ Insufficient Evidence and Breach of Company’s Defence Rights According to the Market Court, the FCCA had not sufficiently proven that the cooperation between the companies had continued after the meetings in 2004–2006 and the few telephone calls in 2007. The FCCA had sought to prove that the cooperation had continued thereafter, among other things, through: The Market Court deemed that the FCCA only presented unspecific evidence to support its claims. For this reason, the Market Court deemed that the FCCA had not proven that the effects of the cooperation would have continued at least until 31 October 2009 and dismissed the proposed fine as being time-barred. In addition, the Market Court deemed that the FCCA’s actions were blameworthy, because it did not hear Eltel concerning all of the FCCA’s allegations, facts and reasoning before making the fine proposal. Consequently, the FCCA was ordered to compensate a proportion of Eltel’s legal costs. Protecting Company’s Defence Rights The Market Court’s decision emphasises the investigation obligation of the authorities, and the outcome of the case is positive from the perspective of due process. In practice, the decision means that the FCCA must pay more attention to the sufficiency and specificity of evidence in cases where it is making a fine proposal to the Market Court. In addition, the FCCA needs to focus on ensuring that the companies’ defence rights are realised already during the authority proceedings.

   Published: 1.4.2016

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   Impact Investing – Using Private Funds for the Common Good

   Could It Work in Finland? Could impact investing also help Finland deal with its economic problems? The government’s treasury is running out, and politicians are feverishly looking for ways to secure welfare services with ever fewer resources. The public sector cannot manage alone. At the same time, Finland has many small companies well poised to achieve social change. However, these companies have trouble finding suitable sources of financing to develop their operations. Private capital and expertise is needed.   Where to Begin? Experiences and lessons learned the hard way around the world with respect to impact investing are available to anyone wanting to get started. Just last week, we organised a seminar the gathered public, private and third sector people under the same roof. In addition to Finnish experts, one of our speakers was Caroline Mason, chief executive of the Esmée Fair-bairn Foundation, one of the UK’s leading social investors. She talked to our enthusiastic audience about the key considerations that need to be taken into account in impact investing: Profitable Investments in Change Impact investing offers a promising channel for social change. We are certain that the debate about the subject is due to expand and deepen and lead to new and innovative solutions in Finland.

   Published: 17.3.2016

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   How to Prepare for the Requirements of the EU’s New General Data Protection Regulation

   Many companies have probably already asked themselves these questions following the political consensus that was reached on the content of EU’s new General Data Protection Regulation in December 2015 . It’s best to take the new regulation seriously: it gives powers to the national supervisory authorities to impose penalties up to tens of millions of euros for non-compliance with the requirements of the regulation.  Below we have listed the things that every company should take into account before the new regulation comes into effect.   Rights of the Individual Will Improve Almost every company processes personal data. There are a lot of different personal data filing systems, such as customer registers, different kinds of marketing registers and, of course, registers that include employee-related information. A person whose personal data is stored in a filing system is called a data subject. The current Personal Data Act already provides the data subject the right of access to information related to him or her and the right to demand that the information be either corrected or deleted from the filing system. The new regulation will retain these old rights, but will give the data subject even stronger control to his or her information. In future, companies will have to, for example, provide the data subject with more information in a more transparent and clear form regarding the purpose and the means of processing their personal data. The regulation will also introduce new rights, such as the right to data portability and the right to object profiling. The right to data portability enables the transmission of the personal data between controllers without intermediaries. In some circumstances, the right to object profiling means that the data subject would have the right to refuse being the object of decisions regarding the evaluation of the personal features of the data subject, if such decision are based solely on automatic data processing—in other words, processes without human intervention. An example of profiling could be an automatic rejection of an online credit application or the use of electronic recruiting without any human contribution in the process. Assess the Current State of the Personal Data Processing and Related Risks In a data protection impact assessment (DPIA), the necessity and the risks regarding the processing of personal data as well as the ways these risks could be minimised and managed are assessed. Even though it is not compulsory for all companies to carry out a DPIA, it is still recommended to conduct some kind of an assessment on the present situation in your company due to forthcoming Data Protection Regulation At a minimum, the following questions should be answered: 1. What kind of personal data we process? 2. Is our processing in line with the new Data Protection Regulation? 3. How do we inform the data subjects of the processing of their personal data? 4. What methods, processes or documents should we amend or create because of the new regulation?   Appoint a Data Protection Officer for Your Company The New Data Protection Regulation obliges some entities to appoint a data protection officer. This obligation applies to the public sector and to companies, whose core activities consist of the large-scale systematic  monitoring of data subjects or the large-scale processing of sensitive data. Even though appointing a data protection officer is not obligatory for all companies, it is still recommended to give one department the responsibility for handling data protection matters and properly monitoring compliance with regulations. Depending on the company, suitable departments could be the legal department, data administration, HR-department or internal control. A data protection officer needs to have expertise in the field of data protection regulations as well as knowledge on the implementation of such regulations in the company’s activities. The role of the data protection officer within the company is independent and she or he needs to report directly to the company’s highest management. In addition, the tasks of the data protection officer include instructing and training of the personnel, ensuring that the day-to-day activities are in compliance with the data protection regulation and working as the company’s liaison to authorities and data subjects. In an ideal situation, the data protection officer enables and develops business activities.   Personal Data Breach Notification Now Mandatory Personal data breaches are a real challenge, and maintaining the trust of clients is ever more important in the digitalising world. The new regulation obliges companies to inform both the authorities and the relevant data subjects of data breaches. The time for making the notification is relatively short: the notification should reach authorities within 72 hours from the detection of the data breach and the data subjects should be informed without undue delay. Therefore, companies need to have the ability to detect data breaches, notify them to the relevant parties and minimise the damage . Review Agreements with External Data Processors The data Protection Regulation requires that written agreements be made with  external service providers who processes personal data. The regulation sets certain content requirements for such agreements. If your company has outsourced data processing to a third party, it is recommended that you check these agreements and make sure that they are in line with the new regulation. Such external data processors can, for example, include the company’s payroll administration, cloud service provider or an external sales company. ‎Act Now! The General Data Protection Regulation will come into effect once it has been formally adopted by the European Parliament and has been published in the Official Journal of the European Union. That will be followed by a two-year transition period, after which companies will have to comply with the requirements of the regulation. The regulation is expected be applicable as of spring 2018. As the regulation establishes new obligations for companies, it is advisable to start planning compliance with them as soon as possible. Evaluating the legality of the present condition is a good starting point.  To find out more about the data protection regulation and the following key changes, please read our previous publication on the matter.

   Published: 2.3.2016

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   Rims Hit Regulation: Replica Rims and the Spare Part Exception

   Of course, the value of high-end design makes a tempting target for manufacturers and sellers for after-sales parts. This has brought them into conflict with car manufacturers who, naturally, want to protect their intellectual property. This was the issue at the heart of a recent dispute between BMW and an importer and seller of replica rims. Copies Cause a Tug of War BMW has protected the design of its rims on the EU-level by registering them as Community Designs. When BMW became aware of the replica rims, BMW took action against them. The importer of the replica rims argued that the rims were legal, because they were covered by Article 110(1) of the Community Designs Regulation known as the spare parts exception. This exception essentially states that the owner of a Community Design cannot prevent other parties from manufacturing and selling spare parts. Given that the regulation is a political compromise that leaves the definition of what exactly is considered a spare part somewhat unclear, the ground was set for the dispute. Replica Rims Are Not Spare Parts The scope of the spare part exception has been contested throughout Europe over the past years in various proceedings, typically between car manufacturers and spare part producers or their retailers. In this Finnish case, the key arguments revolved around a part of the wording of the exception that states that for the exception to apply, the part must be used ‘ for the purpose of the repair of [a] complex product so as to restore its original appearance ’. In this case, the complex product was a car. The Helsinki District Court found that rims are not used to ‘restore the original appearance’ of a car, but to improve or modify it. This being the case, the replica rims were not considered spare parts and not protected by the exception. Rims Alter, Nor Restore, a Car’s Appearance In its reasoning, the Court compared rims to a front wing of a car. In the Court’s view, a spare part front wing must be identical with the one being replaced, but aluminium rims are used to give the car a different, typically more trendy, appearance. From a legal perspective, the District Court followed the dominant approach in European case law, citing the recent ruling of the Danish Supreme Court from 10 March 2015 and the well-known decision of the UK High Court in BMW v Round and Metal from 2012 in support of its reasoning More Certainty for Design Rights Holders Even though the decision is in line with European case law, it remains precedent setting in Finland. Owners of Community Designs now have more certainty when seeking to intervene in the sale of replica rims in Finland. If you’re interested in Community design rights, the spare part exception and perhaps EU trade mark law, you should have a look at the recent decision of the Court of Justice of the European Union (CJEU) in Ford Motor Company vs Wheeltrims Srl (C-500/14). In that case the CJEU, responding to a preliminary reference, held, some might say unsurprisingly, that the spare part exception under Article 110(1) does not provide a defence to an alleged trademark infringement. Full disclaimer: we acted for BMW in the dispute. Sakari Salonen Kim Parviainen

   Published: 12.2.2016

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   Don’t Let Communication Water Down Your Integrity Risk Management Efforts

   Imagine integrity risk management as a human body. Communications is the windpipe of that body. No matter how sophisticated and developed your existing systems and organisations are, poor internal and external communications alone can pull the rug out from under all your past achievements. You can see this in the daily life of many companies, which have become more and more vigilant as to their reputation. In fact, reputation risk is by far the undisputed number 1 strategic risk companies face today based on recent surveys. Managing your integrity risk and ensuring your compliance are the most effective ways of saving your company from bad press. I find it disconcerting how companies fail to prioritise and value the quality of their integrity risk communications. All Year Round Many companies invest a lot of money and management time in building up their compliance systems. However, the practicalities and implementation of these systems are most often delegated to group legal or internal control teams. Often at best, every employee has to participate in annual e-learning programmes, which for some reason are always scheduled to occur in the middle of the most hectic budgeting season. Meanwhile other communication techniques and methods are ignored. In order to make your integrity risk management efforts fly, focus on phased behavioural changes instead of a heavy duty e-learning torrent once a year. This is also where communications teams should show their claws. Talk Like a Person In order to achieve lasting results, employees need incentives to make many small commitments. Your company’s values and behavioural expectations need to be widely known in your organisation. I don’t believe in lists of do’s and don’ts. They can easily puzzle the individual. Unstructured threats don’t pay off in the long run. When communicating compliance issues to employees, use positive and inclusive language and use a style they’re familiar with. Short and repetitive bulletins are much more effective than a one-off torrent of opaque legalese. Why not also challenge the almighty role of e-mail? Try using electronic bulletin boards, town hall-meetings, newsletters and blogs, Q&A pages, sales booths in meetings, voice casting or any number of novel methods. Good integrity risk communications should emphasise the pleasure related to change and the pain related to old habits. Make Sure Middle Management Is On Board Ideally the whole organisation should support the communication of integrity risk issues. Especially the mood-in-the-middle should be beefed up. The role of middle management in compliance communications is vital. If you don’t get them on board, the message will erode before it reaches the lower levels of your organisation. Although communications strategy is managed on a c-suite level, integrity risk communications cannot be delegated and siloed in the organisation if you want results. Don’t just focus on existence and volume of integrity risk communications, focus on its quality and make sure you colleagues understand you core messages. Sami Lindström

   Published: 4.2.2016

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   Soft or Hard Law? – Battling Human Rights Abuses in the Corporate World

   Regaining lost reputation requires actions in many different fields, the legal arena being one of them. So, what judicial tools are available to battle human rights abuses? International and National Legislation As discussed in my previous blog post , international human rights conventions oblige countries to comply with their standards and implement corresponding national legislation. However, this national legislation often only reaches the companies established in that state. Severe human rights abuses usually occur farther from home in the subsidiaries or supply chains of multinational companies, as was the case with Nike. Given that national legislation doesn’t reach that far, the respect for human rights has traditionally relied on companies’ voluntary commitment to soft law mechanisms, such as international standards and guidelines. However, now things seem to be changing. Europe is taking steps to introduce hard law measures to spread the corporate veil to cover operations further down multinational supply chains. The United Kingdom on the Front Line The UK introduced the Modern Slavery Act last October. The act obliges companies exceeding a turnover threshold (£36 million) and doing business in the UK to prepare an annual public statement. This statement should cover the actions the company has taken to ensure that slavery and human trafficking are not taking place in its operations. The act requires that the statement is published on the company website with a link in a prominent place on the homepage. The act increases transparency of supply chains regarding possible abuses.     One notable feature of this act is the wide scope of application: all corporations doing a certain amount of business in the UK are obligated to prepare this public statement. Thus, it not only applies to companies incorporated in the UK, but also to those incorporated, for example, elsewhere in Europe, but operating in the UK. France Tried to Take Things One Step Further The French parliament introduced the so called Rana Plaza Bill, which aimed to hold French parent companies legally accountable for human rights abuses conducted by their foreign subsidiaries. Multinationals opposed this proposal heavily, saying it would harm their competitiveness. The chosen legislative path was deemed to be too aggressive in the current economic climate, and the proposal was overruled in the Senate. However, the French legislative procedure allows for the reopening of this issue. Thus, this case may not yet be closed. EU-wide Obligations Upcoming Up Despite France’s retreat, there is already something more wide-spread on the horizon. The EU Parliament has accepted a directive that obliges large public-interest companies to disclose relevant information on non-financial matters, such as respect for human rights and anticorruption issues. National legislation is to be in place by the end of 2016, and the first obligatory non-financial reports covering the financial year 2017 should see daylight in 2018. What Should Corporate Executives Make of All This? My first recommendation is that, if you’re involved in the management of a multinational, you should keep a close eye on this issue, as it is clearly gaining increased attention on the agendas of legislators. The media and various NGOs have worked hard to raise awareness of human rights issues for several years. The bottom line, however, is this: companies are obliged to obey and respect human rights globally, as these matters should be implemented in respective national constitutions. Thus, it doesn’t really matter whether a specific hard law measure is in use in any given country. Companies simply cannot opt out of human rights in their operations. Anne Vanhala

   Published: 21.1.2016

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   How to survive an unannounced inspection 'dawn raid' of the competition authorities?

   The competition authorities do not announce their inspections beforehand. Inspections typically take place early in the morning and usually in the beginning of the week. In addition to company’s premises, dawn raids may be conducted in other premises as well, such as employee’s home or summer cottage. You wonder what it’s all about. The FCCA’s inspectors tell you that they have the power to conduct inspections at whichever company to investigate whether competition rules have been breached. An inspection may derive from a complaint or anonymous tip-off made by e.g. your customer or competitor. What happens during an inspection? You ask the inspectors to wait for your attorney who will arrive in an hour. The inspectors however refuse to wait and announce that they will start the inspection immediately. You let them proceed, because you remember from your compliance training that merely stalling or obstructing an inspection may result in fines. You guide the inspectors to a meeting room. Next the inspectors ask you to contact the persons whose offices and computers they wish to inspect. The FCCA has very broad powers to inspect personnel’s offices as well as documents and devices found in the offices. However, the inspectors are not allowed to inspect correspondence between a company and its attorney. Your attorney is there to make sure that the FCCA does not inspect such documents. May the FCCA seal premises? The FCCA does not manage to bring the inspection to an end during that day. Therefore, they inform you that the inspection will continue the next morning. At the end of the day the inspectors seal the offices and remind you that the seals may not be broken in any circumstances. You arrive at work early next morning to find out that the seal on the CEO’s door has been broken.  You suspect that the cleaner has not noticed the warning sign and has mistakenly broken the seal. You explain the situation to the inspectors when they arrive. However, the inspectors tell you they’ve heard the same story before and your company will be fined for breaking the seal. What may the FCCA ask during an interview? During the second day the inspectors want to interview you. During the interview they ask you which competitors you have met and when. You discuss the matter openly with them. Thereafter, the inspectors ask you details about a certain meeting. As you cannot recall everything, you reply vaguely. The inspectors are not satisfied with your response and ask you whether you and your competitor agreed on prices during the meeting. This is where your attorneys jumps in and tells the inspectors that they are not allowed to ask such questions. How does the investigation continue? After the on-site inspection, the FCCA will go through the material copied before reverting to your company. In practice, this means that the FCCA may request further information and finally either close the investigation or make a fine proposal to the Market Court. Although the FCCA’s inspection may be unfounded, you have to make sure your company’s compliance guide is up-to-date and the personnel is familiar with competition rules. Checklist for inspection:

   Published: 18.12.2015

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   The End of Quarterly Capitalism in Finland?

   This seismic shift in the binding periodic disclosure requirements stems from a 2013 amendment to the EU Transparency Directive . It was intended to put an end to short-term pressure on issuers and ‘to encourage sustainable value creation and long-term oriented investment strategy’. Quarterly reporting remains an option that listed companies may freely choose. Given that quarterly reporting periods have been broadly criticised for creating short-termism, one could expect listed companies to flock to escape the chains of quarterly disclosures. In reality, Finnish listed companies seem to not be planning to abandon Q1 and Q3 reports in any significant numbers. On the contrary, when reading the financial calendars published for 2016, most companies seem to be determined to continue to sequence the year in four reporting periods.   More Communication, Not Less Periodic disclosures meet the investors’ and stakeholders’ needs to receive updated and concise information regarding the company at a tolerable frequency. Against the backdrop of increasing digitalisation, automation and a more real-time economy, listed companies are feeling the pressure to communicate with the market more rather than less.  In this digitalised reality, many of the listed companies I have been in contact with feel that investor expectations would not permit cutting the number periodic disclosures by half. Furthermore, it seems that there are large markets in Europe that do not intend to allow semi-annual reporting even if it is the main driver of the EU directive. The fear is that the market would punish more opaque companies through share value. Creditors Still Have Their Say A second valid reason to keep to quarterly reporting is that the requirement is embedded as a binding clause in the loan contracts of many companies. The creditors may, for example, review the financial covenants on a quarterly basis against reports that the company must produce. If you must provide a quarterly report to your financiers anyway, then it is natural that you would also provide it to the market in general. And it isn't that you could wind up or reduce your IFRS financial reporting resources with more lax reporting periods. A company must continuously monitor its financial performance and warn the market if its performance either exceeds or fails to reach the guidance or general expectations. It seems that semi-annual reporting is a realistic option primarily for smaller companies listing for the first time. My take is that quarterly capitalism will not be abolished through regulatory measures, but instead, we are actually moving towards an even more real-time economy. PS: From Thursday onwards, the threshold for a prospectus will also rise from current EUR 1.5 million offerings to EUR 2.5 million, and the flagging rules will change significantly.

   Published: 23.11.2015

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   Will Finland Have the Guts to Welcome Back Wind Power Investors?

   Professor Peter Lund has said that wind power could make up 25% of Finland’s entire electricity production by 2030. There is plenty of potential to increase Finland’s wind power capacity, but the question is whether our government is willing to seize this opportunity by maintaining favourable conditions for wind power investors. High Targets Under the EU’s renewable energy directive, Finland’s national overall target for the share of energy from renewable sources in gross final consumption is 38% by 2020. This share is the third highest overall target for 2020 of all the EU countries. Only Sweden and Latvia have higher targets. The Finnish government’s current aim is to achieve the 2020 climate objectives already during this government term, which ends in 2019. Wind power could have a significant role in achieving this goal. Uncertainty on the Finnish Wind Power Market We have previously written about the government’s worrying plans to cut the quota for wind power eligible for a feed-in-tariff from 2,500 to 2,000 mega-volt amperes (MVA). However, this wording was not included in the Act Amending the Finnish Feed-In-Tariff Act, entered into force on Monday 26 October 2015. Nevertheless, it is highly likely that Finland will fall short of 2,500 MVA. This is because the Act does not make it possible to transfer capacity from an unrealised project to another project further down the queue. The wind power market in Finland is living under a cloud of uncertainty at the moment and is waiting for a clear signal from the government regarding the new subsidy mechanism. Solid Know-How During the last couple of years, the know-how here in Finland regarding wind power project development has taken major strides forward. This is acknowledged in the government bill regarding the Act mentioned above. It would be irrational not to fully make use of this know-how in the future. One Major Problem Resolved The levels of permitted noise caused by wind power generators have been a controversial issue causing uncertainty for the wind power development in Finland. The government issued a decree on the guidance values for the noise caused by wind power generation on 27 August 2015. The night-time guidance value for noise has been set at 40 db which is about the noise level caused by a dishwasher. Before the decree was issued, wind power developers had to comply with a variety of contradictory guidance values. The new guidance values are applied to projects entering permitting processes after the decree was issued. The new decree is a long awaited positive development, but it will be for nothing without new investments leading to new wind power projects. The Way Forward International investors see Finland as a reliable and safe investment environment. Finland has seen a wave of international wind power investors entering the country during recent years. Will the government quickly set a new subsidy mechanism in order continue attracting wind power investments in Finland, or will it stand by while other countries take advantage of the global growth of the wind power sector?

   Published: 25.10.2015

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    Legal Transplants: What Do Endeavours Clauses Mean in Finland?

    What is a Legal Transplant? Although international contracts are quite standardly written in English, the law applicable to the contract may often be that of another jurisdiction. In these kinds of contracts, certain phrases and concepts that are commonly used in English are interpreted under the applicable law without necessarily taking into account any established meanings assigned to them under the law of the language they are written in. These kinds of clauses are called legal transplants. Finnish Endeavours Endeavours clauses are a good example of legal transplants under Finnish law. These clauses generally impose a requirement for a party to use ‘(all) reasonable’ or ‘best’ endeavours or efforts – or some variable of these – to reach an agreed outcome. In common law jurisdictions, for example, there has been discussion regarding whether ‘all reasonable endeavours’ differ from ‘best endeavours’ and further the extent to which these are more onerous than just ‘reasonable endeavours’. As English is not an official language in Finland, and Finland is not a common law jurisdiction, there is no established independent meaning for best efforts wordings under Finnish law. There is also no exact equivalent in Finnish legal practice for this concept. Under Finnish law, best efforts phrases would therefore generally be given their natural meaning. ‘Reasonable efforts’ would require a party to take such measures to achieve the agreed outcome that would be considered reasonable under the circumstances. ‘All reasonable endeavours’ could in turn mean taking all of these measures. What Are Best Efforts Anyway? The concept of ‘best efforts’ under Finnish law is trickier, though. In spoken language it sounds like a legendary Finnish sports cliché – yritän parhaani ja katsotaan mihin se riittää (I’ll try my best and see how far that gets me), which is a notoriously meaningless phrase that could easily become a get out of jail free card. Whether the phrase is meaningless if explicitly stipulated in a written agreement can, of course, be another matter entirely. Indeed, a particular issue of debate in common-law countries has been whether the requirement to use best efforts may in some circumstances require a party to act against its own commercial interests for the benefit of the other party in order to comply with a contract. This is, of course, also a very interesting question when it comes to legal transplants. Under common law, the issue of commercial interest can be addressed, for example, by drafting the best efforts clause to state that a party shall use its best or (all) reasonable but commercially prudent efforts to reach an agreed outcome. Whilst it is not clear whether this addition is, indeed, absolutely necessary, it clarifies the meaning by eliminating the obscurity in the first place. Do We Need Endeavours Clauses in Finland? On the other hand, a valid point to remember is that the principle of good faith under Finnish law requires one to reasonably act in the other party’s interests regardless. This is a notable difference from English law, and, albeit not being a completely overlapping but rather a supplementing principle, one which arguably can make endeavours clauses less meaningful in contracts governed by Finnish law. Another good point to remember is that the principle of good faith under Finnish law does not generally require a party to go against its own commercial interests for the benefit of another party. Combined with the fact that good faith principles apply to Finnish contracts by default, it might – depending on the context of course – sometimes be better to refrain from confusing general principles altogether and stick to conventional obligations instead. You either undertake something or you don’t – the simpler the better! For common law discussion, see e.g. the following online articles by Simmons & Simmons (registration required): Are reasonable endeavours best? "Best endeavours" and "all reasonable endeavours" Reasonable v best endeavours: how hard do you really have to try?

    Published: 8.10.2015