Corporate Transactions & Structuring

Corporate Transactions & Structuring

Corporate transactions and structuring arrangements often involve complex tax questions. Designing and implementing a structure that is feasible from a tax perspective requires expertise and comprehensive knowledge of tax law.

Our experienced and versatile team of tax lawyers provides you strategic advice on a wide range of domestic and cross-border transactions. Our experts identify the risks and opportunities relating to transactions and ensure that the outcome is feasible as a whole. We regularly advise our clients in tax matters relating, for example, to corporate and real estate transactions, transfer of assets, mergers, demergers and changes in capital structures and group structures.

Our tax experts help you in mapping and planning different options to follow and advise you in preparing and implementing the chosen route. Our experts from other fields of business law are also available to you. Together we ensure that all aspects of any arrangements have been taken into account. In cross-border transactions, we work with recognised international advisors.

Latest references

Exsitec – Acquisition of M-flow Finland

We advised Exsitec Holding AB in a transaction whereby it acquired all the shares in M-flow Finland Oy. M-flow Finland Oy is a Finnish company engaged in reselling Medius B2B standard S2P software-as-a-service solutions in Finland. Exsitec Holding AB is a Swedish company part of the Nordic Exsitec group, which has over 20 offices in the Nordics. Exsitec delivers digital solutions to improve its customers’ businesses.

Multitude – Relocation from Finland to Switzerland

We act as the lead legal counsel in the groundbreaking case of Multitude SE’s (Multitude) proposed relocation from Finland to Switzerland. The first phase of the relocation, involving the transfer of Multitude’s registered office from Finland to Malta pursuant to SE Regulation, was successfully completed on 30 June 2024. In this connection, Multitude’s shares were removed from the Finnish book-entry system and the issuer central securities depository of the shares changed from Euroclear Finland Oy to the CSD operated by the Malta Stock Exchange. In practice, all of Multitude’s shares are now held through Clearstream. In Malta, the company is anticipated to be converted into a public limited liability company under Maltese law, following which it will seek redomiciliation from Malta to Switzerland. Given that Finnish legislation does not allow for direct relocation to a non-European Economic Area country such as Switzerland while preserving the company’s legal personality, the process necessitated a multi-jurisdictional strategy as outlined above. Our mandate encompasses advising Multitude on all aspects governed by Finnish law concerning the proposed relocation and coordinating the work of local legal counsel and various other advisors involved in the project. The process also involved a written procedure to amend Multitude’s existing subordinated capital notes and senior bonds to facilitate the relocation as well as placement of EUR 80 million senior guaranteed notes by a newly established Multitude Capital Oyj. ”The transfer to Malta marks a significant step in Multitude’s journey. This pioneering and complex process has been successfully implemented with the invaluable support of our own team and advisors. Castrén & Snellman has masterfully orchestrated the entire project, ensuring seamless coordination across multiple jurisdictions. We look forward to achieving our next step with the further relocation to Switzerland”, says Jorma Jokela, Multitude’s CEO. Multitude is a fully regulated growth platform for financial technology, employing over 700 individuals across 25 countries. Its shares are listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.

Vattenfall – First large scale offshore wind farm in Finland

We advised Vattenfall in an arrangement whereby Vattenfall and Metsähallitus agreed on the development and construction of Finland’s first offshore wind farm in the open sea area. The offshore wind farm, with a planned nominal capacity of 1.3 GW, is planned to be constructed approximately 15 kilometres off the coast in the municipality of Korsnäs located in Ostrobothnia. The offshore wind farm is expected to be operational in the early 2030’s, and its annual production is estimated to be approximately 5,000 GWh, corresponding to the annual electricity consumption of more than two million apartment homes or the annual consumption of around 250,000 electricity heated individual houses in Finland. The estimated value of the investment is 2–3 billion euros. Finland has set the goal of being carbon neutral by 2035 and carbon negative soon after that. Metsähallitus plays a key role in achieving this goal given that they are responsible for managing the state-owned land and water areas in Finland. The offshore wind farm also supports Vattenfall’s strategy to reach its goal of enabling fossil-free living within one generation. Vattenfall is a leading European energy company. Vattenfall employs approximately 19,000 people and has operations mainly in Sweden, Germany, the Netherlands, Denmark and the UK. Vattenfall is owned by the Swedish state.

Speechly – Delaware flip and admission to Y Combinator

We advised Speechly, a Helsinki-based spoken language understanding company, on the company’s admission to Y Combinator’s accelerator program and the related corporate and tax matters. We advised Speechly on the rearranging of its existing capital structure into a US holding company by executing a so-called Delaware flip arrangement practically in a tax neutral manner. We also advised on tax and corporate structuring and agreements in relation to the rearrangement and Y Combinator’s investment process. Speechly, founded in 2016, provides accurate real-time Automatic Speech Recognition (ASR) and Natural Language Understanding (NLU) tools and APIs. In 2021, the Finnish news media Talouselämä selected the software company as one of the ten most promising Finnish startups. The company’s previous investors include international venture capital funds such as Cherry Ventures, Seedcamp, Quantum Angels, Joyance Partners, Social Starts and Tiny.vc. Based in Silicon Valley, Y Combinator is a startup fund and one of the world’s leading technology startup accelerator programs. Every six months Y Combinator invests in a group of promising international startups that are admitted to its accelerator program out of over 10,000 applicants. Y Combinator’s investment portfolio includes companies such as Stripe, Airbnb, Dropbox, Doordash and Reddit.

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