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 legal adviser to Taaleri Plc on its acquisition of a 51 per cent ownership stake in Nordic Science Investments Oy (NSI), marking Taaleri’s expansion into deeptech-driven venture capital. Through the transaction, Taaleri broadens its private equity offering into early-stage venture capital funds as well as the commercialisation and scaling of research-driven innovations. NSI is a Finnish venture capital fund manager operating across the Nordic and Baltic regions, focusing on early-stage investments in research- and science-based technologies. Its portfolio companies develop, among other things, health technologies, life sciences, advanced materials and AI-driven solutions. In addition to providing growth capital, NSI supports spin-out companies with strategic guidance, access to networks and assistance in building teams during the early phases of business development. NSI’s first fund, the EUR 45 million NSI Nordic Science I Ky, was established in 2024 and has to date invested in 22 early-stage companies in Finland, Sweden and the Baltic countries. Taaleri is a specialist in investments, private asset management and non-life insurance, with a strong position in renewable energy, bioindustry and housing investments as well as credit risk insurance. Taaleri has EUR 2.7 billion of assets under management in its private equity funds, co-investments and single-asset vehicles, employs approximately 130 people and is listed on Nasdaq Helsinki. The founders of NSI will continue in their operational roles following the transaction. The completion of the transaction is subject to approval by the FIN-FSA.
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