23.11.2015

The End of Quarterly Capitalism in Finland?

As of Thursday this week, Finnish law no longer requires listed companies to publish quarterly reports. Only annual accounts and half-yearly reports are mandatory. Is this now the end of quarterly capitalism in Finland? I’m afraid not.

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.

Latest references

We are acting as the joint legal advisor to Oomi Oy and Lumme Energia Oy in a transaction whereby Lumme Energia will merge with Oomi. As from the completion of the merger, the combined entity will be the largest electricity retail and service company in the Finnish market. In 2024, Oomi reported a turnover of EUR 373.9 million and had approximately 110 employees. Lumme Energia’s turnover for the same year was approximately EUR 314.6 million and it had approximately 50 employees. The transaction is primarily driven by the recent developments in the electricity market and the strategic goal to develop competitive products and services. Another key objective is to further enhance the customer experience, which is a shared value between the two companies. As a result of the merger, Lumme Energia’s customers will transfer to Oomi, and Lumme Energia will become one of Oomi’s shareholders. The completion of the transaction is subject to an approval by the Finnish Competition and Consumer Authority.
Case published 29.8.2025
We are acting as the legal advisor to WithSecure Corporation in Diana BidCo Oy’s voluntary public cash tender offer for all the issued and outstanding shares in WithSecure. The tender offer values WithSecure’s total equity at approximately EUR 299 million. Diana BidCo is a private limited company incorporated and existing under the laws of Finland that will be indirectly owned by a consortium formed for purposes of the tender offer by certain affiliated funds of CVC Capital Partners Plc and Risto Siilasmaa. The consortium believes that the partnership strengthens and accelerates the road to WithSecure’s long-standing goal of becoming Europe’s most trusted cybersecurity partner by positioning the company to lead the next era of business cybersecurity. WithSecure’s shares are listed on the official list of Nasdaq Helsinki. WithSecure is a Europe-based cybersecurity company that helps protect businesses and is committed to strong partnerships with customers and collaborators. WithSecure’s customers trust WithSecure with outcome-based cybersecurity that protects and enables their operations. The completion of the tender offer is subject to the satisfaction or waiver by the offeror of certain customary conditions on or prior to the offeror’s announcement of the final results of the tender offer. The tender offer is currently expected to be completed during the fourth quarter of 2025. The Takeover Board of the Securities Markets Association issued on 4 August 2025 a new recommendation (1/2025) on good securities market practice that deals with the target company’s board of directors’ obligations in case of a consortium offer in which a major shareholder of the company participates in the consortium.
Case published 8.8.2025
We advised The Mortgage Society of Finland in the update of a EUR 2,5 billion bond programme under which the Mortgage Society of Finland may issue senior preferred and unsecured Tier 2 notes, and covered bonds. The notes under the programme may be listed on the official list of Nasdaq Helsinki Ltd.  The Mortgage Society of Finland is the only nationwide credit institution in Finland that focuses on housing. It provides customers with the full range of home financing services such as granting mortgage and consumer loans for all stages of home owning including purchasing and renovating. The Mortgage Society of Finland carries out this activity in accordance with the Act on Credit Institutions and the Act on Mortgage Societies.
Case published 5.8.2025
We advised Glaston Corporation on its reverse share split, i.e. in the reduction of its total outstanding shares so that each two shares of the company were merged into one share. The shares of Glaston have been listed into the Helsinki Stock Exchange. Glaston is the glass processing industry’s innovative technology leader supplying equipment, services and solutions to the architectural, mobility, display and solar industries. The company also supports the development of new technologies integrating intelligence to glass.
Case published 27.6.2025