15.12.2021

Towards a Digital Single Market: Amendments to Consumer Protection Act in 2022

The Consumer Protection Act is set to see many amendments in the coming year. Some of the amendments are due to the national transposition of the EU’s Sale of Goods Directive (2019/771). Amendments are also being made to the Consumer Protection Act due to the Digital Content Directive (2019/770). These two directives are based on the EU’s Digital Single Market Strategy. One of the main goals of the strategy is to give consumers and businesses better access to online goods and services in Europe.

A government proposal (HE 180/2021) for amendments to the Consumer Protection Act was given to Parliament in October 2021. The amendments are scheduled to enter into force on 1 January 2022. This bulletin looks at the amendments arising from the Sale of Goods Directive.

From Sale of Consumer Goods to Sale of Goods

The transposition of the Sale of Goods Directive requires amendments to chapter 5 of the Consumer Protection Act with respect to the sale of consumers goods, particularly to the provisions concerning the characteristics and defects of goods as well as the sanctions for defects. At the same time the title of the chapter will be changed from ‘Sale of consumer goods’ to ‘Sale of goods’.

As things currently stand, the main reforms to the sale of goods will be the following:

Position of Consumers Strengthened, More Care Required of Companies

The reforms have been presented as improving the ability of companies to sell and consumers to buy goods across borders between EU and EEA countries. However, the positive impacts on cross-border trade are undermined by the fact that both directives ultimately allow a great deal of latitude on the national level, and only some of the provisions are harmonised.

In the sale of goods, the position of consumers in relation to seller companies will improve, at least to some extent, and companies may correspondingly be held responsible for defective goods more often. The more uniform sale of goods provisions that have been proposed will be particularly significant to companies engaging in e-commerce. In particular, the new provisions concerning the sale of goods with digital elements will require companies to exercise care.

It would be wise for companies to start reviewing their terms and conditions and guarantee terms in light of the new legislation if they have not already done so. For instance, the longer defect assumption period means that companies will no longer be able to offer consumers one-year guarantees as such, because a guarantee must provide genuine added value to consumers.

Latest references

We advised the shareholders in Puhdistamo – Real Foods Oy in the sale of all shares in Puhdistamo to PK Consumer Health. Puhdistamo is a leading Nordic wellbeing company, best known for its high-quality supplements, sports nutrition products and, functional beverages. Puhdistamo employs 120 employees in Finland and Sweden. PK Consumer Health is owned by Avista Healthcare Partners and Damier Group. The sellers will make a reinvestment into PK Consumer Health as part of the transaction. Completion is subject to customary closing conditions.
Case published 15.1.2026
We advised the real estate investor and developer Urban Partners in the financing of a EUR 100 million construction project in Helsinki, which combines build-to-rent housing and care homes within one scheme.  A fund managed by Urban Partners (NSF V) purchased the plot of land in Herttoniemi, Helsinki and subsequently secured planning consent to deliver a hybrid living scheme. The modern complex will offer high-quality housing and care facilities for the elderly alongside rental accommodation. A total of 425 apartments and 108 care homes will be delivered across four buildings on the site.  The project will be implemented in accordance with Urban Partners’ sustainability targets. All buildings will be constructed to energy class A, and the project will aim for the highest Platinum level of the international LEED environmental certification and will be implemented in accordance with the EU taxonomy criteria.
Case published 5.1.2026
We assisted Citycon Oyj in the sale of the Lippulaiva residential assets in Espoo, Finland. The sold residential assets consist of 275 apartments totaling approximately 13,000 sqm, located in connection to Citycon’s Lippulaiva shopping centre. The assets were sold at their latest IFRS book value for a gross purchase price of EUR 61.5 million.
Case published 19.12.2025
We advised S-Bank Plc in its issuance of a EUR 150 million Senior Non-Preferred Notes and on the tender offer of its EUR 150 million Senior Preferred MREL Eligible Notes maturing in 2026. The tender offer required prior approval from the Finnish Financial Stability Authority based on the Commission’s regulatory technical standards (EU) 2023/827. The Stability Authority granted S-Bank a permission for repurchases of the notes. Based on the permission, S-Bank replaced the notes with own funds or eligible liabilities instruments of equal or higher quality at terms that are sustainable for the income capacity of S-Bank. According to the final tender offer results published on 10 December 2025, S-Bank repurchased a total of EUR 97.9 million of the notes. The new notes will pay a floating interest rate, which is determined based on 3-month Euribor added with a margin of 1.35 per cent. The notes were issued on 11 December 2025 and listed on Nasdaq Helsinki Ltd. The maturity date of the notes is 11 December 2029. The purpose of the issue was to meet the minimum requirement for own funds and eligible liabilities (MREL) and to finance the bank’s activities.
Case published 18.12.2025