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   Reform of Finland’s land use legislation – key takeaways for project developers

   Reasons behind the reform The aim of the reform is to simplify the land use planning system, reduce administrative burden and speed up planning processes. The three-tier hierarchy of the land use planning system – regional plan, local master plan and local detailed plan – would remain unchanged, and municipalities would retain their central role in land use planning. While the structure itself remains familiar, the content and legal effect of many of the tiers would change significantly. Key amendments 1. Lighter legal effect of regional plans The role of regional plans would be limited to matters of at least national or regional importance, while decisions of sub-regional significance would be outlined in municipal local master plans and local detailed plans. The steering effect of regional plans on local master planning would be more flexible: when drawing up a local master plan, it would be possible to deviate from the regional plan’s guiding effect for a justified reason and subject to certain conditions. The authorities’ obligation to promote the regional plan would be removed. In practice, this would give municipalities more leeway in their planning decisions, and the guiding effect of the regional plan would be less absolute. 2. Joint processing of local master plans and local detailed plans The government proposal introduces provisions on the joint processing of local master plans and local detailed plans, pursuant to which these plans could be drawn up simultaneously and approved by the same decision. The aim of joint processing is to streamline the land use planning process and to shorten administrative processes in situations where both a local master plan and a local detailed plan are needed for the same area. With joint processing, the land use plans could share a joint participation and assessment scheme, interaction stages and public notices, even though legally they are still two separate land use plans. 3. Limited right of appeal against local detailed plans The right to appeal against a decision to approve a local detailed plan would be restricted to interested parties in situations where the local detailed plan is drawn up for an area covered by a valid local master plan while adhering to the plan’s guiding effect. This means that members of a municipality would not have a right of appeal in such cases. As a general rule, associations would have an obligation to submit an objection to a local detailed plan proposal in order to retain their right of appeal. 4. Wind power: minimum distance of 1,250 metres from residential areas If a local master plan for wind power is not situated within a wind turbine area designated in a regional plan, the minimum distance between a wind turbine and existing residential buildings, as well as residential building sites that have been granted a building permit or designated in land use plans, would be 1,250 metres. However, the distance requirement is not absolute: If a local master plan or local detailed plan guiding wind power is already in force in the area, the distance requirement would not apply. The minimum distance could also be waived with the written consent of at least 4/5 of the landowners and holders of land lease rights for the residential buildings and residential building sites located within 1,250 metres of the wind turbine. The 1,250-metre minimum distance requirement is a significant constraint on the land use planning of wind power projects, reducing the land available for wind power development. 5. Solar power: planning obligation for projects of 50 hectares or more The Building Act would be amended so that constructing a solar power plant spanning at least 50 hectares would always require a local master plan for solar power or a local detailed plan. Under certain conditions, the local master plan could be used directly as grounds for a building permit of a solar power plant. There would be specific content requirements for local master plans for solar power: electricity transmission must be feasible, the plant cannot be located on undrained natural-state peatland, and a significant proportion of the plant’s area cannot be located on forest land. Clearer rules are a welcome change in a sector where the boundaries for land use planning obligation have been open to interpretation. On the other hand, 50 hectares is a relatively low threshold that brings a significant proportion of industrial-scale solar power projects within the scope of land use planning. It also remains open how the requirement that a ‘significant proportion’ of a solar power plant’s area cannot be located on forest land should be interpreted, as well as how the 50-hectare limit should be interpreted when it comes to solar power plants developed by the same developer but located on separate parcels of land within the same municipality. 6. Climate change as a content requirement for planning Climate change mitigation and adaptation would be explicitly added to the matters covered by national land use guidelines and to regional plan content requirements. Proposed new content requirements for local master plans and local detailed plans include provisions on preparedness for increasing extreme weather events and flood risks, as well as requirements concerning the preconditions for stormwater management systems, which would be of particular relevance with respect to climate change mitigation and adaptation. The climate change-related content requirements for planning are multidimensional: among other things, they cover the assessment of climate impacts of siting decisions, the reduction of transport needs and emissions, and the consideration of carbon sinks. Project developers should therefore be prepared for land use planning processes that require increasingly explicit analysis of climate impacts going forward. In summary On the positive side: The reduced guiding effect of the regional plan would give municipalities and project developers more leeway. The joint processing of local master plans and local detailed plans would shorten the overall planning time in certain projects. The limited right of appeal would reduce the risk of appeals in certain local detailed plan projects. On the negative side: The 1,250-metre distance requirement for wind turbines would restrict the areas available for wind power production and could push wind power projects further from residential areas to more remote locations where project development is often more challenging, not least due to nature values. The categorical land use planning obligation for solar power projects of 50 hectares and above would bring within the scope of land use planning even relatively limited projects, including in areas where other land use pressure is low and the need to reconcile different forms of land use is limited. The increased emphasis on procedurally burdensome land use planning processes would require additional resources from municipalities and prolong project development. Timetable The proposed acts are intended to enter into force on 1 January 2027. The old provisions would continue to apply to all land use plan proposals that are presented to the public before the new acts enter into force.

   Published: 8.5.2026

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   Unlocking value in carve-outs – Why integration planning deserves top priority in every carve-out

   When integration is treated as an afterthought — something to be dealt with after signing or even after closing — the cracks quickly begin to show. Critical technology systems and data remain intertwined between the seller and the target, knowledge transfer is forgotten, duplicate costs accumulate, and time is wasted. Ultimately, the value that was carefully identified during due diligence and the effort put into the transaction negotiations quietly erode. The takeaway is clear: integration must be a core workstream from the very beginning of the process, running in parallel with due diligence and other transaction workstreams, maximising the value of the investment and positioning the business for future growth or exit. Due diligence: Turning separation friction into value creation Due diligence in a carve-out transaction should do more than identify risks — it should also actively map the path to separation. A key starting point is to identify which technology systems and infrastructure the target business shares with the seller, since these will either need to be separated, or rebuilt as standalone systems. For a strategic buyer, the question is how the acquired business fits into existing systems and processes. For a private equity buyer, there may be no pre-existing infrastructure at all, meaning the gaps identified are not just integration challenges but foundational building blocks that need to be built from the ground up. For private equity, this creates a significant opportunity to generate value and strengthen the platform investment for the long term. Non-core businesses often struggle with outdated technology systems, underdeveloped data governance, and poorly structured supplier contracts — most of which will not be immediately visible on the surface. These areas of neglect must be identified as well in order to maximise the potential of the investment. The due diligence should actively probe the quality and maturity of the underlying systems and data infrastructure — not just verify what is being acquired. Where issues are found, they should be reflected in the transaction agreements through pricing, indemnities, or tailored obligations in the separation plan. Carve-out transactions often raise competition law issues, requiring regulatory filings and careful coordination to avoid gun jumping, especially when sharing sensitive information during integration planning. As a result, integration planning may be delayed, leaving buyers unprepared and exposed to operational risk at closing. Since many technology systems are crucial for the carved-out business, even brief disruptions can cause significant financial loss, reputational harm, and damage customer relationships. Information security adds a further layer of complexity, as the separation of shared systems and data environments must be executed without creating vulnerabilities or exposing either party to cyber risk. Provided that the competition law and carve-out legal teams work together from the outset, they are usually able to find a compliant way to address all relevant aspects of the transaction. With proper safeguards like clean teams and clear information-sharing protocols, parties can plan carve-outs and integration efficiently and compliantly. Skilled advisers keep the process on track and avoid delays. The carve-out workstream often catches buyers off guard Technology separation and data migration often receive limited focus in carve-out transactions. Parties too often underestimate both the complexity and the timeline required to separate shared technology systems. What appears straightforward during due diligence can take significantly longer than expected when legacy architectures and interdependencies come into play. Without a clear data inventory and data ownership mapping before migration begins, the risk of disputes, data loss, or breaches of applicable data protection legislation increases. Data sharing arrangements should be reviewed carefully to understand what data flows between the two businesses. Further, the aspects of personal data and GDPR should not be forgotten – when and what kind of data is shared plays a key role. Software licences and technology agreements deserve particular attention, as many are non-transferable or contain change-of-control provisions that could be triggered by the transaction. Their licence terms may also limit the provision of transitional services — something worth flagging early in due diligence. Equally important is identifying key technology personnel within the target business and assessing the risk of losing them at an early stage after the investment. Shadow technology, meaning the undocumented tools and workarounds that employees rely on daily, is another frequent blind spot. Many of these issues share a common root cause: insufficient involvement of IT and legal teams in the deal process from an early stage. By bringing technology leadership and legal advisers into the conversation during due diligence, parties can identify dependencies, assess contractual and regulatory risks, and build a separation plan that reflects operational and legal reality rather than assumptions. Knowledge transfer is an aspect that cannot be emphasised enough — it is not merely an administrative task but a key factor in deal success. A significant amount of know-how, especially silent knowledge, risks being lost if this workstream is not prioritised. The risk increases when key personnel are shared with the seller group and do not transfer with the business. Once the transition period ends, extracting knowledge from the seller becomes a matter of goodwill rather than obligation, so knowledge transfer sessions should be scheduled and contractually embedded during the transition phase. Buyers who invest time and resource in understanding the technology landscape, mapping data flows, and securing knowledge transfer obligations during the transaction will be far better positioned to realise the value of the investment — and to avoid the disputes, delays, and unexpected costs that so often follow those who do not. Transitional services agreement is an efficient separation tool that keeps the business up and running A transitional services agreement (TSA) is one of the most important tools in a carve-out transaction. Its purpose is straightforward: to ensure that the carved-out business can continue to operate while the buyer builds or migrates to its own standalone systems and infrastructure. However, a well-drafted TSA does far more than simply maintain the status quo. It should include mechanisms that allow the parties to adjust the arrangement as integration progresses and the buyer's understanding of the business deepens. Both parties should commit adequate, well-resourced integration teams. The TSA should support this with clearly defined governance and escalation provisions, including designated service managers, and regular steering committee reviews, while still allowing both parties to request agile adjustments through a formal change order process as the separation progresses. The scope of services should be clearly outlined from the outset, but the TSA must remain adaptable if any essential business services are later found missing from the scope. The buyer's right to terminate individual services upon notice once standalone capability has been achieved must be taken into account in the termination provisions. The seller, on the other hand, wants to avoid any stranded costs caused by early termination of transitional services such as licence costs. Data migration timelines and responsibility allocation should be addressed explicitly within the TSA itself, rather than left to be negotiated informally after closing. The TSA should also include robust step-down schedules and clearly defined exit milestones. A good tool for milestones and agreeing on the details of the separation is to include a separation plan as part of the TSA. In short, the TSA should be treated not as a boilerplate schedule, but as a strategic document and a roadmap that directly supports the buyer's integration plan. Key takeaways: From due diligence to day one and beyond Timing and careful planning are key for successful carve-outs. Buyers who embed integration planning into due diligence — mapping technology dependencies, identifying contractual constraints such as non-transferable licences and change-of-control provisions, and addressing regulatory requirements before closing — are far better positioned to realise the full value of their investment. A successful carve-out is not defined solely by the terms agreed at signing — it is measured by the buyer's ability and experience to build a fully independent business within the planned timeline and budget. This requires integration planning to begin during the preparatory phase of the process. Technology systems and data flows must be mapped early, contractual constraints such as non-transferable licences and change-of-control provisions must be identified and addressed, and regulatory obligations must be built into the migration plan from the outset. Equally, the retention and incentivisation of key personnel of the target business should be addressed early in the process, as their knowledge and continued engagement are critical for the success of the business. A well-structured transitional services agreement, with clearly defined service scopes, step-down schedules, exit milestones, and robust governance mechanisms, provides the contractual backbone that keeps the business running while standalone capability is built. Carve-outs reward those who plan early, resource properly, and align their internal and external technology, legal, and operational teams from the outset. With strategic focus and disciplined execution from day one, the investment made before signing becomes the foundation for returns long after closing.

   Published: 28.4.2026

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   Finnish FDI screening under reform — Update following the stakeholder consultation

   In addition to implementing the new EU FDI Regulation, Finland is considering national aspects of its FDI screening with the aim to make the FDI screening in Finland more predictable. The current FDI Act would be replaced with a new one to reflect the changed geopolitical environment and technological development. The preparations of the government proposal are still ongoing but we highlight the main changes to the Finnish FDI screening in this post. Main changes proposed for Finnish FDI screening All non-Finnish investors, also EU investors, are considered as foreign investors One of the main changes proposed concerns the definition of a foreign investor. Under the new FDI Act, all non-Finnish investors would be treated as foreign investors, meaning that the current EU/EFTA carve-out would be removed. In addition to natural persons and companies located outside Finland, foreign investor would include also Finnish companies in which a foreign investor holds at least 10% of voting rights or equivalent actual influence, and any other investment structure in which a foreign investor holds at least 10% of voting rights or equivalent actual influence. Mandatory FDI screening with new filing thresholds Following the amendments, Finland would not have a voluntary FDI screening anymore but investments to companies that are within the scope of the new FDI Act would be subject to mandatory screening. A foreign investor would be required to apply for prior approval before completing an investment in a monitored target, whenever ownership or actual influence exceeds any of the following thresholds: 10%, 33.3%, 50%, 66.6% and 90%. The same thresholds apply to the acquisition of additional ownership stakes, and the authority may, for specific reasons, require an application even where the thresholds are not exceeded but actual influence increases. New sectors within the scope of the FDI screening Under the new FDI Act, the companies subject to mandatory FDI screening would be defined more precisely on a sector-by-sector basis. In the future, investment in the following sectors would be subject to mandatory FDI screening in Finland: Companies that produce or supply, or intend to produce or supply, defence materiel or other products and services important to military national defence or the Finnish defence industry Companies that produce, develop or utilise dual-use goods subject to export controls Companies that produce or supply critical products or services to the Finnish authorities for their statutory duties relating to societal security Companies whose products or services involve access to confidential, security-classified or otherwise nationally sensitive information Companies that produce or supply ICT or information security products or services relevant to national security, overall security or the security of supply Companies whose operations, products or services relate to the security of supply, critical infrastructure or other vital functions and services of society Other companies that need to be screened based on the EU screening regulation, including those active in critical technologies (such as semiconductors, quantum technologies and certain AI technologies), key functions in transport, energy and digital infrastructure, strategic raw material value chains, companies critical to the financial and payment system, and information systems designed for electoral operations. Greenfield investment within the scope of the FDI screening A notable proposed change is that greenfield investment would be brought within the scope of the FDI screening in Finland for the first time. Greenfield investment in the following sectors would be subject to FDI screening in the future: Defence sector projects Production or development of dual-use goods Construction and maintenance of port infrastructure as well as port operation and cargo handling services Construction and maintenance of airport infrastructure and ground handling services Establishment of logistics terminals serving sectors relevant for the security of supply or the needs of national defence and the defence industry Data centres with a potential capacity of at least 100 MW intended to carry out activities that are sensitive from a security, supply security, or critical infrastructure perspective Energy infrastructure projects with a production capacity of at least 100 MW, covering baseload and balancing power in the electricity system, renewable energy production, hydrogen projects, and electricity grid operations Mining and processing projects related to strategic raw materials of the EU Introduction of two-phased FDI screening and clear handling time for Phase I The new FDI Act is expected to introduce a two-phased FDI screening. The first phase would consist of a preliminary examination (Phase I) and, where necessary, the second phase would consist of a detailed assessment based on security considerations (Phase II). The Finnish National Emergency Supply Agency (NESA, in Finnish Huoltovarmuuskeskus) would be the responsible authority for the Phase I examination within a 45-calendar-day handling time, whilst the Finnish Ministry of Economic Affairs and Employment would carry out the Phase II assessment, in cases where a detailed assessment is necessary. There would be no fixed handling time for the Phase II assessment. Cases of significant effect could be referred to a government plenary session for decision. Introduction of penalty payment The new FDI Act would also replace the existing criminal sanctions with an administrative penalty payment, enhancing the effectiveness of enforcement. For legal entities, the maximum penalty would be EUR 10 million or 10% of the total global annual turnover in the previous financial year, whichever is greater. For natural persons, the maximum penalty would be EUR 0,5 million. Timeline and summary The government proposal is expected to be submitted to the Finnish Parliament in autumn 2026, following a consultation round commencing in April 2026. The new FDI Act is expected to enter into force in early 2027. While the proposed changes are not yet final, it can be anticipated that the number of FDI filings in Finland will increase significantly under the new FDI Act as the sector coverage is considerably broadened. In the future all non-Finnish investors would need to apply for the prior approval when making investment that exceed the filing thresholds in those sectors whether to an existing company or a greenfield investment. The introduction of a two-phased FDI screening with a clear handling time for Phase I is a welcome change that would facilitate the planning of the transaction timeline.

   Published: 30.3.2026

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

   The aim of the amendment is to ease the situation of small enterprises, which have considered the legal risks associated with dismissal to be a significant hindrance to employment. However, it is important to note that the reform applies to enterprises of all sizes. The change thus also lowers the threshold for dismissal in larger enterprises. Fulfilment of a proper reason required to dismiss an employee's employment relationship In future, only a proper reason will be required to dismiss an employee's employment relationship, whereas previously a proper and weighty reason was required. But how does this requirement differ in practice from the "proper and weighty reason" previously stipulated in the law? The meaning of the two terms is not distinguished in the current act, and in case law, the requirements of a proper and weighty reason have mainly been evaluated jointly. The challenge is compounded by the fact that in case law, the requirements of a proper and weighty reason have generally been assessed as a whole when evaluating the grounds for dismissal. The content of a proper reason cannot be defined exhaustively in advance – presumably, these new legislative amendments will only be clarified through case law. However, the requirement of validity must be assessed from two perspectives: Properness related to the nature of the reason: the grounds for dismissal should be of a nature that justifies dismissal. In other words, the grounds for dismissal cannot, for example, be contrary to good social practice or arbitrary. Any reprehensible behaviour or inadequate work performance is therefore not sufficient grounds for dismissal. Relevance in terms of the seriousness of the reason: When dismissing an employee, the key consideration is whether the dismissal of the employment relationship is a reasonable consequence of the employee's conduct. The employee's conduct must be such that the dismissal of the employment relationship can be considered an understandable and proportionate consequence of the employee's conduct or the deterioration of their working conditions. A proper cause is considered to be a significant change in the employee's personal working conditions that prevents the employee from performing their duties. However, the grounds for dismissal must not be discriminatory. A list of valid reasons has been added to the Employment Contracts Act, which provides examples of some of the more common violations or negligence that may constitute grounds for dismissal. The list is not exhaustive, but the following, at least, may be considered proper reasons: Failure to comply with instructions given by the employer within the limits of their right to supervise work Neglect of work Unjustified absence Inappropriate behaviour Carelessness at work Substantial change in the employee's working conditions Previously, an employee could be dismissed if they violated or neglected obligations that had a "serious" and "essential" impact on the employment relationship. The new law removed the requirements of "seriousness" and "essentiality" from the legislation. In practice, this means that an employee can be dismissed for a less serious breach than before, even though the types of acts that justify dismissal remain the same. Overall assessment is of great importance The fulfilment of the grounds for dismissal will continue to be based on an overall assessment that takes into account all the circumstances of the employer and the employee. Following the amendment to the law, the factors to be considered in the overall assessment are now clearer in the law. The overall assessment must take into account: The employee's position and the nature of their duties: For example, those in managerial positions may be expected to demonstrate a higher level of responsibility. Other actions by the employee that violate their employment obligations: Is it a single slip or a recurring pattern of behaviour? The employer's actions to fulfil its own obligations: As the overall assessment now takes into account the importance of employee guidance at the legislative level, employers should continue to ensure that employees are provided with sufficient support and guidance to perform their work. Number of employees working for the employer: The size of the enterprise affects the resources available to the employer. The overall circumstances of the employer and employee With the removal of the weighty reason criterion from the law, it may in some situations enable the dismissal of an employee in circumstances where this was not previously possible. The assessment between these factors will be determined on a case-by-case basis, and the courts' interpretation of the new law will eventually determine how high the threshold for dismissal will be in the future. Other planned amendments and remarks With the amendment to the law, the employer's obligation to re-assign an employee was limited to cases where the employee's working conditions had changed. In practice, this means that it will no longer be necessary to find new work for an employee who is neglecting their duties, but the obligation to re-assign employees who are unable to continue in their previous work due to, for example, long-term illness will remain. The warning procedure remains unchanged – an employee may not be dismissed until they have been given a warning and an opportunity to amend their behaviour, except in cases of particularly serious misconduct where the employee should have understood the reprehensible nature of their behaviour without a warning. Before applying the new lower threshold for dismissal, it is necessary to determine whether the applicable collective agreement contains stricter provisions on the grounds for dismissal. Collective agreements may include a requirement under the previous law for a proper and weighty reason, which is binding on the employer regardless of the change in the law. The fulfilment of the grounds for dismissal may therefore continue to require a proper and weighty reason if the collective agreement so provides. The warning practice may also be regulated in more detail in the collective agreement. With regard to transitional provisions, it should be noted that the previous legislation will continue to apply if the employee's conduct giving rise to the dismissal took place in its entirety by 31 December 2025 at the latest. The new legislation will apply to the dismissal if the employee's conduct that is the basis for the dismissal began before the amendment came into force and continues after it entered into force.

   Published: 3.3.2026

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   Energy security is a matter of investment and competitiveness

   Energy security is not simply a question of price levels, however. It is a matter of investment, competitiveness and the overall functioning of the economy. Russia’s war of aggression and the systematic destruction of energy infrastructure in Ukraine have shown that energy is a strategic instrument. More than 60 per cent of Ukraine’s electricity generation capacity has been destroyed during the war – and yet the system has held up, largely thanks to historical redundancy. The lesson is clear: crises cannot be managed by reacting to them as they unfold. They are managed by preparing for them in advance. The Finnish electricity system faces a structural challenge. As the share of renewable energy in electricity production increases, generation is increasingly concentrated in Ostrobothnia and Lapland. Electricity consumption, however, does not follow suit in a linear fashion, but will continue to be largely concentrated in southern Finland. This makes transmission networks a critical element of the entire system. The pressure to invest in transmission infrastructure is further intensified by the explosive growth in electricity storage projects as well as the broader electrification of industry and district heating networks. At the same time, the predictability of obtaining a grid connection is an essential prerequisite for attracting the industrial investments that Finland needs. Resilience does not stem from a single solution. It requires a diverse electricity mix, robust transmission networks, storage capacity, and the protection of critical infrastructure against both physical and cyber threats. Long-term infrastructure and energy investments require predictable regulation. When a company makes an investment decision worth hundreds of millions or billions of euros, it needs to know what the rules are – and that those rules will not change midway. Erratic regulatory changes translate directly into uncertainty in investment decisions. Energy security requires a regulatory framework that is investment-friendly, aligned with EU-level requirements, and flexible enough to adapt to changing circumstances. Energy security is an integral part of the stability of Finland’s investment environment. Sufficient energy availability, functioning infrastructure and a clear set of rules form the foundation upon which industrial investments, data centre projects and green transition initiatives are built. Advancing these is in the interest of Finnish society as a whole. Energy security is not an achieved state. It is an ongoing process that requires investment, cooperation and long-term commitment. The question is not whether we can hold our own against others, but whether we are building an operating environment in which growth and the green transition can be realised even in an uncertain world.

   Published: 2.3.2026

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   Avoid costly risks with well-drafted distribution agreements

   Agency agreement or reseller agreement? In recent years, and depending somewhat on the industry, there has been a shift away from direct sales towards either adopting an agency model or expanding reseller networks. These models have fundamental differences that affect sales and business operations in different ways, and which are worth bearing in mind when weighing up the options. Both of these distribution agreement alternatives come with their own pros and cons. In a reseller agreement, the reseller assumes the risk of purchasing and reselling goods independently. This improves the manufacturer’s cash flow and reduces the need for sales resources. On the other hand, the challenges include a more distant relationship with customers and less control over product sales and marketing. In an agency model, the agent acts on behalf of the manufacturer as a ‘hired salesperson’ without the products becoming the property of the agent. The manufacturer retains control over pricing, sales processes and customer relationships. However, it is important to keep in mind that in Finland and in many other countries, agents enjoy legal protection which may, for example, oblige the manufacturer to pay compensation at the termination of the agreement. In other words, agency relationships involve mandatory employment-like protection mechanisms that do not exist in reseller relationships. In a reseller agreement, the commission model is clear: the reseller purchases products from the principal at agreed prices and decides its own end customer pricing and margins. In an agency model, the commission structure must be agreed separately. It is important to carefully consider and agree in sufficient detail how commissions are calculated, accounted for and paid. Consider also including a trial sales period, during which the parties can jointly assess the success of the trial period and the future potential of the partnership. The same party can act simultaneously as both an agent and a reseller. For example, a reseller can purchase the main product for its own account, but act as an agent with respect to maintenance services or spare parts related to the main product. In such situations, the overall model and roles must be clearly defined, specifying when the partner will assume which role and which contractual terms apply to each situation. A reseller agreement is suitable in situations where the aim is to transfer inventory risk to the partner and target a broad market area. An agency model, on the other hand, works best when the manufacturer seeks to retain tighter control over pricing and customer relationships or when the products are complex and sales cycles are long. Consider the essential aspects of your specific goals Distribution agreements are case-specific and their content varies according to the type of goods or services. It is downright dangerous to think that, for example, a distribution agreement relating to movable goods would work in SaaS or software business, or that it could be used to sell large industrial machinery. Some sectors also have special regulations, and the related agreements must be tailored accordingly. It is also essential to organise the aftermarket. It is easy to send movable goods to the manufacturer for warranty repairs whereas software can be repaired remotely. The same model does not apply to tractors in production use on the other side of the world, let alone machinery installed in a factory. Various payment and financial instruments are an integral part of international trade. Smaller goods can be sold against an invoice, but larger deliveries may require better security. It is important to understand and set the price for the terms of delivery and the related liabilities and costs. In today’s unpredictable world, it is essential to provide for the allocation of responsibility concerning export restrictions as well as customs duties and tariffs. Exclusivity In general, there are three approaches to exclusivity: non-exclusive agreements, exclusive agreements, and sole distributorship agreements, where the distributor is the sole external party, but the manufacturer retains the right to direct sales. Exclusive distribution rights are valuable for the distributor, as they protect investments and enable long-term marketing. Non-exclusive distribution agreements too often merely result in the product being added to the distributor’s product catalogue without effective measures to promote sales. It is in the manufacturer’s interest to always limit any exclusivity to a specific geographical area or segment and to tie it to the achievement of sales targets – if the distributor does not achieve the agreed targets, the exclusivity may be terminated or the manufacturer may gain the right to appoint parallel distributors. In the worst-case scenario, an agreement may enable the manufacturer to be excluded from the market while allowing the distributor to offer products from the manufacturer’s competitor. A non-exclusive worldwide distribution right without any restrictions makes it virtually impossible to grant exclusive rights to certain markets at a later stage, which may change the negotiating position with future partners. Competition law Distribution agreements are, as a contract type, exceptionally sensitive to terms that are prohibited or problematic under competition law. Breaching competition legislation can lead to fines, invalid contracts, and liability for damages. Competition law issues regularly arise in due diligence reviews, and, in some situations where severe breaches of competition law have been identified, IPOs and M&A deals have been cancelled. The EU’s Vertical Block Exemption Regulation, supplemented by the Commission’s Guidelines, applies specifically to distribution agreements. It outlines so-called black and grey provisions; black provisions are categorically prohibited, while grey ones allow for case-by-case assessment. Common pitfalls are that the manufacturer is not allowed to set minimum resale prices for the reseller nor restrict its passive sales outside a certain territory or segment and that a non-compete obligation may not exceed five years during the term of the agreement. In addition, competition law risks are greater if the manufacturer has a significant market share. Identifying risks in advance is significantly more cost-effective, which is why it is advisable to review distribution agreements from a competition law perspective before signing the agreement. Intellectual property rights Although the distributor sells products as a separate entity, the manufacturer’s brand is often strongly present. It is important to agree on the limits within which the distributor may represent the manufacturer and use its brand. While it is in the interest of both parties to protect the brand properly in the target market, the manufacturer should remember to retain control of its IPRs in all markets. If the distributor registers the trademark in its own name, the manufacturer may lose the possibility to use its own brand in that market after the agreement terminates. In a so-called white label partnership, the distributor sells and markets the product under its own brand. In such cases, it is essential to agree clearly on who owns which IPRs, whether the manufacturer’s name appears on the product, and in whose name the CE marking is. It is also often in the manufacturer’s interest to ensure that the trademarks are sufficiently different so that the white label distributor’s trademarks cannot be confused with the manufacturer’s corresponding trademarks. Situations where the distributor develops its own additional products or services around the manufacturer’s products also require careful agreement on the ownership of the resulting IPRs. International surprises Reseller and agency agreements often cover several jurisdictions, each with its own legal obligations. In the EU, legislation concerning agency agreements has been harmonised by a directive, but significant surprises may arise outside the EU that can change the commercial balance of the agreement. Particularly challenging are certain US states, which have surprisingly strict mandatory legislation in place to protect distributors. Insolvency issues, the validity of retention of title clauses, and the rights of consumers, who are often the end customers, are also surprisingly national issues. Simply choosing the law of the manufacturer’s own country as the applicable law is not enough if the target country’s mandatory legislation overrides the agreement terms. Generally, to manage these risks, it would be advisable to investigate in advance the specific features of each target country and ensure that the agreement has been drafted taking into account local mandatory legislation. In practice, however, there is often no budget for this, and the matter remains a risk. Last, but certainly not least: term and termination Perhaps the most significant provision of a distribution agreement relates to its term: how long is the term of the agreement and under what conditions can it be terminated. From the manufacturer’s perspective, it is essential that an inadequately performing distributor can be replaced. This setup keeps the distributor in a constant competitive situation in order to achieve sales targets. From the distributor’s perspective, on the other hand, an unexpected termination can be disastrous if it results in substantial investments becoming worthless and, at worst, benefiting the new distributor. A similar scenario may befall the manufacturer if the distributor switches to a competitor’s product. A sufficiently flexible termination provision compensates for contractual flaws and maintains the commercial balance of the agreement. A good distribution agreement supports growth – a poor one can prevent it Reseller and agency agreements are a key part of international business, but their successful implementation requires careful planning and legal expertise. In order to be functional, a distribution agreement needs to be tailored to the nature of the business, the type of products or services, and the target markets. A well-drafted agreement lays the foundations fora long-term and mutually beneficial partnership. A poorly drafted agreement, on the other hand, may lead to costly disputes, regulatory investigations, lost market areas, and even prevent the business from growing and going international.

   Published: 2.2.2026

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   Sustainable Procurement: Legislative requirements and practical challenges

   But what are the legal sustainability requirements for procurement? What needs to be taken into account when planning and implementing sustainable procurements? If we only look at procurement legislation, it is up to the contracting entity to set the sustainability criteria. This is something that the current Procurement Directives have received criticism for – discretion is not deemed to steer procurements in a more sustainable direction sufficiently enough. At the same time, there are also dozens of product and sector-specific EU regulations setting sustainability and environmental requirements for public procurement. The fragmented nature of regulation poses challenges for contracting entities. For example, pursuant to the Battery Regulation (EU) 2023/1542, contracting entities must take account of the environmental impacts of batteries over their life cycle with a view to ensuring that such impacts are kept to a minimum. The Net-Zero Industry Act (Regulation (EU) 2024/1735) requires contracting entities, among other things, to apply minimum mandatory requirements regarding environmental sustainability in public procurement. The precise content of these requirements will be specified in due course through the Commission’s implementing regulations. In addition, the Deforestation Regulation (EU) 2023/2011, in its current form, requires those who breach the Regulation to be excluded from public procurement for up to 12 months. The government proposal HE 77/2025 currently before Parliament designates the Finnish Food Authority as the Finnish authority to decide on this sanction. Once the Act enters into force, contracting entities will be able to include in the call for tenders a requirement for tenderers to explicitly state whether they are subject to such an exclusion decision. As the vast majority of substantive regulation comes from the EU, keeping track of regulatory requirements, such as those outlined in the examples above, can feel particularly arduous. Knowledge of procurement law and the market is not enough when it comes to sustainable procurement; contracting entities need to be increasingly aware of requirements that vary according to the subject of the procurement. Research shows that competition in public procurement in Finland is weak, and legal requirements may further reduce supply. The reform of the Public Procurement Act encourages market consultation as a means to increase competition. In sustainability work, thorough procurement planning is particularly important. The contracting entity needs to identify the applicable sector-specific regulation and the associated sustainability requirements in advance. A thorough market dialogue should be conducted to assess whether the market can meet these requirements – whether as mandatory minimum requirements, comparison criteria or perhaps as a condition to be fulfilled during the contract period. Entities can also divide the procurement into lots or establish a dynamic procurement system to account for suppliers’ different capabilities to meet sustainability requirements. 

   Published: 2.12.2025

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   The IPO window is open – How to identify the right time for listing?

   Despite the favourable market, companies remain cautious in making the decision to go public. The strategic benefits achievable through listing, such as new capital for supporting growth, improved access to capital, strengthening market position and visibility, as well as the option to effectively utilise share-based incentive schemes, are central for many companies in achieving growth. At the moment, the main concern does not appear to be whether to list, but rather when to do so. In this blog, we examine three key factors for successful IPO timing: market conditions, industry-specific characteristics, and the internal capabilities of a company. Stock markets and macroeconomics as drivers behind the opening IPO window Developments in recent years have shown that listing activity is highly dependent on macroeconomic trends and the state of the stock market, both in Finland and globally. Geopolitical risks in particular have increased market volatility, which has been reflected in stock price fluctuations and uncertain economic outlooks. Consequently, the valuation levels of listed companies remained low for an extended period, especially in Finland, and fluctuated greatly. This reduced the attractiveness of listing and made it difficult to sell and price shares. Although stock market fluctuations and geopolitical events are among the most difficult factors to predict in terms of IPO timing, it is a good idea to rely on strong signals of investor demand when determining the optimal timing. Key indicators include the subscription volumes, trading volumes and pricing of recent listings, price behaviour of listed shares post-listing, as well as the quality and geographical distribution of investors. The IPO window may open quickly when market conditions shift to a more favourable direction. A small number of successful listings can be enough to encourage several listing candidates to proceed with their plans simultaneously. As the so-called bull market accelerates, investors may even begin to view IPOs as a sure-fire way to make a quick profit. This phenomenon was last witnessed in 2021, when one IPO after another was oversubscribed as subscription rates accelerated. In Finland, conditions for IPOs began to improve at the beginning of this year, resulting in two new IPOs in spring 2025. The window for IPOs opened properly in autumn 2025 following Trump’s ‘Liberation Day’, and as of now there are good grounds to assume that the conditions for IPOs will remain favourable also in 2026. There are, at least for the time being, no significant known political events that are likely to cause market volatility before the US midterm elections in November 2026. Regardless of market conditions, it is advisable for a company planning a listing to begin preparations well in advance, at least 1–2 years before the intended listing date. The IPO market is dynamic and its outlook is constantly changing due to factors such as the global political climate and changes in interest rates. A suitable opportunity to go public may therefore arise at short notice. Companies that can quickly advance their well-prepared listing process are best positioned to capitalise on a favourable market turnaround. Industry: trendiness or fundamentals? When considering the timing of its listing, a company should assess both its industry’s sensitivity to economic fluctuations as well as the current phase of the economic cycle. In addition, it is advisable to evaluate the industry’s current attractiveness as an investment target, i.e. the effects of prevailing trends on demand and valuation. Internationally, investors have recently favoured growth-stage companies, particularly in the defence technology, fintech and health technology sectors. In these industries, the innovativeness, scalability and prospects of the business model are decisive. Companies that take advantage of current industry trends, such as artificial intelligence, have emerged as leaders. Potential issuers should also pay attention to the issuance calendar, i.e. market congestion in relation to investor liquidity. It is relevant to consider whether other companies in the same industry are going public at the same time, as this could lead to oversupply in relation to investor demand. It might also be more difficult to secure the top advisors when the market is hot. Certain industries emerge as more popular than others at different times. Despite this, over the past year Finland has seen successful IPOs from companies in fairly traditional industries. Economic uncertainty and stock market fluctuations highlight the importance of strong fundaments. In challenging market conditions, investors tend to place even greater emphasis on demonstrated business profitability and predictable turnover rather than speculative narratives. Additionally, large-scale investments by AI companies have driven some investors to more traditional and stable companies that offer high dividend yields. Credible equity story is built on internal readiness In addition to market conditions and industry-specific factors, the opportune moment for an IPO largely depends on the company’s internal readiness not only for the IPO itself but also for life as a listed company. Even in an attractive listing market, the company should first consider some key aspects. Operating as a listed company requires the company to be able to meet regulatory corporate governance and risk management process requirements. It is essential to ensure that the board of directors and management team possess the right combination of experience and skills to manage a listed company and maintain investor relations. In addition, the company must ensure that the organisation and resources of its financial administration and accounting functions are appropriate for a publicly listed company. A company to be listed on the main list of the Helsinki Stock Exchange must prepare its financial statements in accordance with the International Financial Reporting Standards (IFRS), while a company to be listed on First North Finland may follow the lighter national FAS accounting standards. The requirements of a listed company generally benefit the company’s processes, but in the case of smaller or early-stage companies, they may constitute an unnecessary expense in relation to the scale of operations. A crucial part of the listing process itself is to create an interesting and credible equity story that emphasises the company’s development and full potential. Investors expect the company to have a clear strategy and a good track record of implementing it. Investment bankers play a key role in building the equity story, as it must be aligned with the company’s financial figures. Relevant benchmarks for success include, for example: a distinctive business model, the size of the potential market, a well-considered and focused strategy, a credible description of the company’s prospects, a logical and clear description of the use of funds potentially raised in the IPO and of the dividend policy a committed management team that is prepared to run a listed company, a favourable ESG profile, attractive prospects in a growing industry, and a strong cash flow. A company that articulates its goals in a clear and credible manner and exceeds the industry average with respect to these benchmarks is in a stronger position to attract potential investors. If a company is still struggling to find its direction, a premature listing and the negative price development that often follows will leave the company’s management with less room to manoeuvre and restrict business development. Listing offers an excellent opportunity to increase company recognition. A company should therefore start to build media visibility from a perspective that supports its business well before commencing formal listing preparations. The marketing campaign for the listing itself should be designed to capture the attention of private investors in particular. The Financial Supervisory Authority no longer requires companies to submit marketing materials for advance review, which may simplify campaign planning. Another thing to note is that a company looking to be listed needs to bring its financial reporting and disclosure practices up to the standard required of listed companies. Transparent and regular disclosures can result in previously undisclosed shortcomings coming to light. Therefore, a company considering listing must be prepared for a thorough public scrutiny of its operations, devote resources to identifying reputation risks and risks related to the company’s operations and mitigate such risks where possible, and be adequately prepared for challenging communication scenarios. Listing decision – start preparing today As discussed above, determining the right time for a listing is rarely straightforward. Ultimately, it is a matter of deciding to take action on matters that will enable the listing. While listing is not the right strategic decision for all companies at all stages, in recent years we have seen numerous examples of successful listings where growth-oriented companies, regardless of their industry or length of operating history, initiated a new phase of strategy implementation and ownership base development through listing. The best-timed IPOs combine market conditions with strong internal readiness and positioning. A successful IPO is built long before the stock exchange bell rings – it is rarely too early to begin familiarising oneself with the matter and considering the requirements for listing. Aiming for a listing is often beneficial, even if it does not ultimately materialise. In a listing process, the company’s operations are critically examined by several independent advisors, which is bound to help the company develop.

   Published: 25.11.2025

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   Stricter penalties under new sanctions violation regulation – corporate fines of up to EUR 40 million

   The new regulation is based on Directive (EU) 2024/1226 on sanctions violations, which aims to ensure that violating sanctions is criminalised in all Member States and that the related penalties meet a common minimum standard. Finland transposed the obligations under the Directive through amendments to the Criminal Code, resulting in a significant increase in the penalties that can be imposed for violating sanctions. New offences: sanctions offence, aggravated sanctions offence, negligent sanctions offence and sanctions violation Prior to the amendment, sanctions violations were punishable as regulation offences, but this is no longer the case. The amendment added four new offences into chapter 46 of the Finnish Criminal Code: sanctions offence, aggravated sanctions offence, negligent sanctions offence and sanctions violation .  A sanctions offence is an act in violation of imposed sanctions. This includes, among other things, making funds or economic resources available for the benefit of a sanctioned person and violating import and export embargoes imposed under sanctions regimes. A sanctions offence is considered aggravated if, in the violation of sanctions, considerable economic benefit is sought, the offence concerns considerably valuable assets, military equipment or dual-use items, or the offence is committed in a particularly premeditated manner. The offence must also be assessed as aggravated when considered as a whole. A negligent sanctions offence is committed when the violation of sanctions is committed through gross negligence and concerns military equipment or dual-use items. This is a new provision that tightens the regulation – previously, criminal liability for sanctions violations required intent. A sanctions violation is a less severe form of a sanctions offence. It covers acts involving assets of minor value and acts that are otherwise of minor importance.  The new offences also apply to the circumvention of sanctions. For example, delivering goods with the knowledge that the goods will eventually end up in a country subject to sanctions may become punishable under the new regulation on sanctions violations. Increased penalties highlight the importance of complying with sanctions in business operations As a result of the amendment, a company that breaches or circumvents sanctions may be issued a corporate fine with a maximum amount that derogates from a typical corporate fine: 5% of the company’s turnover. Regardless of the turnover, the maximum monetary amount of the corporate fine is no less than EUR 850,000 and no more than EUR 40 million. The minimum amount is EUR 850, which means that, depending on the size of the company’s turnover, the fine can range from EUR 850 to EUR 40 million. Increasing the maximum amount of corporate fines for sanctions violations is a significant change from the previous provision, under which corporate fines ranged from EUR 850 to EUR 850,000. This stricter maximum amount emphasises the responsibility of companies for their actions and guides them towards preventive measures in complying with sanctions legislation. A challenge in its own right is the ambiguity of sanctions regulation, resulting in a heightened importance of risk assessments in business decisions. For natural persons, the maximum penalty for violating sanctions can be imprisonment, which is why company management must oversee and monitor sanctions compliance with particular care. The continuous expansion of sanctions regulation, the specification of the elements of a criminal offence and the new maximum corporate fine emphasise that compliance with sanctions is more than just an administrative obligation. Companies need to make sure that their internal processes, guidelines, screening mechanisms, and staff competence meet regulatory requirements proactively, comprehensively, and consistently. Increased focus on up-to-date and comprehensive compliance and sanctions processes It is more important than ever for companies to stay up to date on sanctions developments and ensure compliance with sanctions regulation, which is enforced by criminal investigation authorities – the police and Customs. Companies need to ensure that their compliance and sanctions processes and guidelines are up to date and comprehensive, and train their staff so that everyone has the sanctions knowledge required for their role. Sanctions processes are particularly important for companies engaged in international trade. If a sanctions violation is taken to a criminal investigation, one of the aspects the authorities will assess is the effectiveness and adequacy of the company’s compliance processes. The currency and effectiveness of these processes have a significant impact on how the authorities assess the intentionality of a possible violation – inadequate processes may indicate negligence or even wilful misconduct. Effective and adequate compliance processes also play a key role in assessing the criminal liability of a company and its management. Effective internal screening systems and a clear allocation of responsibilities can protect not only the company itself but also its management from personal liability, whereas missing or inadequate processes can lead to liability for management if sanctions are violated. This is why compliance processes must not only be sufficiently comprehensive, but companies must also follow them and update them regularly. Reform of sanctions violation regulation emphasises risk identification If there is a suspicion of a possible irregularity in the company’s internal guidelines or processes, or of a sanctions breach, the matter must be thoroughly investigated. Companies should have a low threshold for initiating internal investigations, as assessing the necessary actions in a consistent manner requires gathering sufficient information about the events. Under certain conditions, a company may become liable also if its products end up in sanctioned countries through its customer or partner networks. This means that companies must seek to ensure, up to a certain point, that sanctions are complied with in their own supply chains and endeavour to ensure that they themselves do not become suspected of sanctions circumvention, for example, in matters involving their customer or partner networks. As part of risk management, it is worth assessing whether an internal investigation should be entrusted to an external expert. It is important to document the internal investigation carefully so that the company can demonstrate that it has acted diligently. The EU’s 19th sanctions package enters into force In late October, the EU adopted the 19th package of sanctions against Russia, which entered into force on 24 October 2025. The new EU sanctions specifically target the energy sector, and its measures include the ban on imports of Russian liquefied natural gas (LNG) as of 1 January 2027 for long‑term contracts and 25 April 2026 for short-term contracts. The sanctions package also seeks to further restrict the operations of Russia’s shadow fleet. Litasco Middle East DMCC, a Russian oil operator, was added to the sanctions list, and transaction bans on Rosneft and Gazprom Neft were tightened. The package also expanded the product coverage of goods subject to export bans. As regards export restrictions, it is worth noting that the export ban on Belarus was also extended. The EU was not the only one to introduce new sanctions in October – the US and the UK also implemented additional measures. For example, both countries added the Russian oil companies Lukoil and Rosneft to their sanctions lists. These listings also impact companies directly or indirectly owned by Lukoil and Rosneft.

   Published: 7.11.2025

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    AIFMD II – implications for alternative investment fund managers in Finland

    Member States must transpose the amendments under AIFMD II into national law by 16 April 2026. To this end, the Finnish Government recently proposed amendments to both the Finnish Act on Alternative Investment Fund Managers and the Finnish Act on Common Funds (Government Proposal HE 139/2025). These amendments are similar in content in many respects, although some of them apply only to alternative investment fund managers (AIFMs) and some only to certain types of alternative investment funds. It’s high time for AIFMs to start preparing for the new requirements under AIFMD II. While the reform can be considered limited, the changes could nonetheless have a significant impact on the activities of some funds. To read more on the subject, visit our Finnish blog .

    Published: 7.11.2025