Merger Control 2025 Comparisons

The Finnish Competition Act (the “Competition Act”, or kilpailulaki, No 948/2011, as amended) governs merger control in Finland. The most recent amendments to the Competition Act entered into force on 1 January 2023, when the jurisdictional thresholds were revised.

The Finnish Competition and Consumer Authority (FCCA; Kilpailu- ja kuluttajavirasto), which is the primary enforcer of the Competition Act, has published various guidelines on merger control (the “Guidelines”). The Guidelines were most recently updated in 2022.

Corporate acquisitions in the defence and security sectors, along with other corporate acquisitions that impact critical national interests more generally, are subject to an additional assessment pursuant to the Act on the Screening of Foreign Corporate Acquisitions in Finland (the “Screening Act”, or laki ulkomaisten yritysostojen seurannasta, No 172/2012, as amended).

According to the Screening Act, “foreign investors”:

• shall apply for a mandatory, pre-closing approval if the Finnish target (a Finnish registered corporation or business operation) is active in defence or security industries; and
• can apply for pre- or post-closing approval if the Finnish target is otherwise active in fields involving critical national interests.

In case of acquisitions in the defence sector, a “foreign investor” is any natural or legal person not domiciled or registered in Finland. Consequently, the notification requirement and the mandatory pre-clearance requirement extend to all non-Finnish legal and natural persons. In each case, the assessment is made based on at the ultimate beneficial owner. The notification obligation is triggered when a foreign investor acquires at least one-tenth, one-third or half of the voting rights, conferred by all shares, in the Finnish target corporation or business, or when obtaining the equivalent de facto control.

The appraisal time varies according to the sector in which the Finnish target is active:

• for the defence and security sectors, no statutory time limits are prescribed; and
• for sectors involving other critical national interests, Phase I review amounts to six weeks from receipt of complete information, whilst Phase II is three months from receipt of complete information, following which the matter may be referred to the Finnish government for a final decision.

The Ministry of Economic Affairs and Employment of Finland (the “Ministry”; Työ- ja elinkeinoministeriö) serves as the national authority overseeing and co-ordinating the review of foreign corporate acquisitions. Should the Ministry determine that a foreign corporate acquisition poses a threat to national interests, it can block the acquisition or grant clearance subject to commitments. In the event of prohibition, the foreign investor must reduce its ownership (voting rights) or de facto control to below one-tenth.

In addition, sector specific regulation applies in case of pension insurance companies, as according to Section 23 (2) of the Competition Act, pension insurance companies and funds are subject to a specific notification procedure. The competent authority for the review is the Finnish Financial Supervisory Authority (FSA).

The relevant authority is the FCCA. The regional state administrative agencies (aluehallintovirasto) also have powers pursuant to the Competition Act, but in practice the FCCA is the primary enforcement authority.

For corporate acquisitions involving defence and security sector companies, or corporate targets in other sectors that may be deemed critical for securing vital societal functions, the relevant national authority is the Ministry (please see 1.2 Legislation Relating to Particular Sectors).

All transactions that meet the jurisdictional thresholds laid down in the Competition Act must be notified to the FCCA for clearance prior to their implementation.

There are no general exemptions from the requirement to notify concentrations that meet the jurisdictional thresholds. The sole exemption relates to concentrations governed by the special provisions concerning pension foundations and funds (including employee pension insurance companies), in respect of which notification to the FCCA is not required provided that the FSA has obtained a statement from the FCCA confirming that no impediments exist to approving the concentration (please see 1.2 Legislation Relating to Particular Sectors).

In case a concentration has been implemented prior to the FCCA’s approval, the Finnish Market Court (the “Market Court”; markkinaoikeus) is competent, as proposed by the FCCA, to prohibit the concentration, order its dissolution or attach conditions to its implementation.

Parties that complete a notifiable concentration without having obtained the FCCA’s prior approval also risk financial penalties (a fine). A fine is imposed by the Market Court upon the FCCA’s proposal. The maximum amount of a fine can be 10% of the undertaking’s aggregate, worldwide, annual group turnover.

The FCCA determines its fine proposal based on a comprehensive evaluation of all relevant elements, including the nature, scope, seriousness and duration of the infringement. The FCCA may decide to forego proposing a fine where the conduct is considered minor or deemed negligible, or where the imposition of a fine would otherwise be deemed unnecessary for safeguarding competition.

To date, no gun-jumping penalties have been imposed. In 2019, the FCCA issued a decision regarding a transaction that was completed without notification, and therefore without the FCCA’s prior approval (see the FCCA’s decision in Case KKV/652/14.00.10/2019 YIT Suomi Oy ja GT Invest Oy/FinCap Asunnot Oy). The case involved elements that had rendered the notification requirement ambiguous, and the FCCA therefore determined that a penalty payment was not necessary for safeguarding competition.

In 2020, the FCCA determined in another case that the parties had failed to notify a notifiable transaction to the FCCA, which resulted in a change in the identity and nature of control (see the FCCA’s decision in Case KKV/380/14.00.10/2020 Keskinäinen Eläkevakuutusyhtiö Ilmarinen, LähiTapiola- ryhmä ja OP Ryhmä/Tampereen Kansi ja Areena). The FCCA again decided to forego proposing a fine. It argued that a fine proposal required a substantial breach of the notification requirement, and in this particular case, following an overall evaluation, a sanction was not considered necessary to safeguard competition.

According to Section 21(1) of the Competition Act, a “concentration” is defined as:

• the acquisition of control, as defined in Section 5 of Chapter 1 of the Accounting Act (1336/1997, as amended), or the acquisition of the equivalent to actual control;
• the acquisition of all or part of a company’s business;
• a merger; or
• the establishment of a joint venture that performs all the functions of an independent economic entity on a permanent basis.

The acquisition of a minority shareholding may trigger a notification obligation if the acquiror will be able to exercise decisive influence over the target undertaking or acquiring assets – for example through veto rights established in a shareholders’ agreement.

The acquisition of all or part of an undertaking’s business is notifiable to the FCCA if turnover can be attributed to the purchased business and the turnover thresholds are met. The transfer of personnel generally provides strong evidence of a notifiable concentration. The purchase of (key) intellectual property rights may also give rise to a notifiable merger, even without the transfer of personnel, provided again that the jurisdictional thresholds are met.

While Section 21(1) of the Competition Act defines the types of concentrations that are subject to the Finnish merger control regime, the Finnish Accounting Act (1336/1997) provides the definition of “control”. In accordance with the Finnish Accounting Act, “control” is established through majority voting rights, or through the authority to appoint members to another undertaking’s governing body or bodies. The definition encompasses both sole and joint control. The FCCA’s Merger Guidelines (Part 2) further clarify that control may be de jure or de facto. The presence of veto rights concerning strategic matters may also represent a form of control.

The purchase of a minority shareholding triggers a merger control notification requirement, which results in the acquisition of (sole or joint) control (see 2.3 Types of Transactions).

In accordance with Section 22 of the Competition Act, a concentration is notifiable where:

• the combined turnover generated in Finland of all parties to the concentration exceeds EUR100 million; and
• the turnover generated in Finland by each of at least two parties to the concentration exceeds EUR10 million.

In accordance with Section 22(2) of the Competition Act, special rules apply for calculating the relevant turnover of credit institutions, certain investment firms and other financial institutions, including insurance and pension companies.

Consistent with the one-stop-shop principle, where the turnover thresholds defined in the EU Merger Regulation (Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings; EUMR) are met, the Finnish merger control provisions do not apply, unless a referral mechanism under the EUMR is invoked.

The applicable turnover is that generated during the previous financial year (12-month period), as recorded in the most recent audited annual accounts. Turnover includes the amounts derived from the sale of goods and/or the provision of services in the ordinary course of a company’s operations. The relevant turnover excludes sales rebates, value added tax and any other direct taxes relating to turnover. Adjustments to the relevant turnover must be made where acquisitions and/or divestments have occurred after the most recent approved annual accounts were drawn.

The rules governing the calculation of relevant turnover have been further clarified in the FCCA’s Merger Guidelines (Part 3), which provide, for instance, that foreign currencies are converted into euros using the European Central Bank’s annual average currency exchange rates.

For assessing the jurisdictional thresholds, Section 24 of the Competition Act specifies that on the “acquirer” side (acquisition of control or of business or parts thereof, merging parties or a founder of a joint venture), the turnover generated by the following entities and foundations must be included:

• any entity or foundation exercising control in the acquirer;
• any entity or foundation in which the acquirer exercises control;
• any entity or foundation in which an entity or foundation referred to in the first bullet point exercises control; and
• any entity or foundation in which control is exercised by the same natural person as in the acquirer.

Where control is joint (all bullet points in the foregoing list), the turnover to be considered is pro rata to the number of shareholders exercising control.

On the target side, turnover generated by the following entities and foundations must be included in the relevant turnover:

• the entity or foundation in which control is acquired;
• all or part of the business to be acquired; or
• a merging entity or foundation in an absorption merger.

The target’s turnover must also include the turnover of any entity or foundation in which the target exercises sole or joint control, directly or indirectly. The turnover of the seller is not relevant for calculating the jurisdictional thresholds.

Where business operations are transferred between the same parties through two or more successive transactions, the acquired party’s turnover includes the (combined) turnover of all business operations acquired over a two-year period preceding the concentration.

Foreign-to-foreign transactions are subject to the Finnish merger control regime, where the jurisdictional turnover thresholds are met. In the absence of a Finnish legal entity with turnover generated in Finland, direct sales into Finland, and to customers located in Finland, will be relevant for turnover calculation purposes.

The Finnish merger control regime applies when the relevant turnover thresholds are met, irrespective of whether, and to what extent, the parties to a concentration have overlapping activities, vertical relationships and/or complementary operations. Finland does not apply market share-based jurisdictional thresholds.

Joint ventures that perform all the functions of an independent economic entity on a permanent basis are subject to the Finnish merger control rules. Similarly, changes in the identify and quality of control, including the dissolution of a joint venture through a transition to sole control, trigger the Finnish merger control rules, provided the jurisdictional thresholds are met.

The mandatory notification requirement applies to the founders of a joint venture that operates on a lasting basis.

The FCCA has no competence to investigate (“call in”) below-threshold concentrations. The FCCA, on a previous occasion, referred a below-threshold transaction to the European Commission under Article 22 (1) of the EUMR (see Case M.11241 EEX/NASDAQ POWER). Following the judgment in Case C-625/22 Illumina/GRAIL, the national competition authorities lack the competence to invoke Article 22(1) EUMR where a concentration fails to satisfy the national jurisdictional thresholds.

The FCCA has in past years petitioned the Finnish Government to grant the so-called call-in powers in the field of merger control. This would provide the FCCA with the competence to assess below-threshold mergers in situations where a transaction has a substantial impact on the market. A request for call-in powers was made in 2022 in connection with a government bill to revise downwards the Finnish merger control thresholds. Whilst the thresholds were changed, the amendments did not include call-in powers.

A notification is mandatory in Finland where the jurisdictional thresholds are met. Concentrations meeting the national thresholds must be submitted to the FCCA for approval before implementation.

The Competition Act prohibits, as a general principle, the completion of a transaction before approval; therefore, a transaction may not be implemented prior to its clearance by the FCCA (or the Market Court, as applicable). Only actions required to preserve and secure the value of the assets to be transferred, and to continue the business, are allowed during the interim period between notification and clearance.

Where a concentration is implemented before the FCCA’s approval, the Competition Act provides for the following measures: the imposition of a penalty payment (fine), the prohibition of the concentration, an order to dissolve the concentration or the imposition of conditions for clearance. These measures are imposed by the Market Court upon the FCCA’s proposal (see 2.2 Failure to Notify).

The FCCA applies the same rules irrespective of the nationality of the notifying parties. Should a notifiable foreign-to-foreign transaction fail to be reported to the FCCA, the consequences described in the foregoing would apply in the same manner as in the case of a purely national transaction.

The Competition Act provides for exemptions to the general prohibition against implementation pre-clearance. Parties are permitted to perform the following actions prior to the FCCA’s approval:

• to implement a public bid or use a mandatory bid, as defined in the Finnish Securities Market Act (746/2012, as amended); or
• to redeem or use a right of redemption, as defined in the Limited Liability Companies Act (624/2006, as amended).

These aside, actions required to preserve and secure the value of assets to be transferred and continue the business are allowed during the interim period between notification and clearance.

The Competition Act generally prohibits the implementation of concentrations before the FCCA’s clearance (unconditional or subject to commitments), unless the FCCA has decided otherwise. See 2.14 Exceptions to Suspensive Effect for the limited exceptions to the general rule against pre-clearance implementation.

There is no general exemption from the prohibition to implement a concentration before its approval, including to carve out a concentration’s local completion to avoid delaying global closing.

The Competition Act does not prescribe a deadline for the submission of a merger control notification. However, a notifiable transaction cannot be implemented prior to the FCCA’s approval.

According to Section 23 (1) of the Competition Act, a concentration shall be notified following the conclusion of an agreement, the acquisition of control or the announcement of a public bid pursuant to the Finnish Securities Markets Act, but before the closure of the transaction.

See also 2.1 Notification regarding the notification of concentrations governed by the special provisions on pension foundations and funds.

A notification can be filed as soon as the parties can demonstrate with sufficient certainty their intent to conclude the concentration. Otherwise, a notification can be submitted following the conclusion of an agreement, the acquisition of control or the announcement of a public bid pursuant to the Finnish Securities Markets Act. The concentration may not be implemented before the FCCA’s approval based on a prior notification.

There are no filing fees in Finland.

According to Section 23 (3) of Competition Act, the party (parties) responsible for filing a notification to the FCCA are the acquirer(s) of control, the acquirer(s) of business operations or a part thereof, the entities or foundations party to a merger and the founders of a joint venture.

The information requirements for a merger control notification are laid down in an annex to the Finnish Government Decree on the scope of the obligation to notify 920/2022. The FCCA has also published Guidelines (Part 4) on the information to be submitted in a notification and the accompanying documentation.

As a rule, a notification shall include (at least) all information specified in the Government Decree. The FCCA may grant waivers from certain information requirements. Waivers must, however, be requested and are generally discussed with the FCCA during the pre-notification process. The final agreements bringing about the concentration shall be submitted with the notification. All confidential information shall be clearly marked in the notification and a non-confidential version of the notification to be provided at the time the final notification is submitted.

When a concentration involves horizontal overlaps or vertical links, the FCCA also requests that the parties submit internal documents relating to the preparation of the concentration.

The notification and its annexes are submitted to the FCCA via a secure electronic system. The notification must be drafted in Finnish or Swedish. Annexes to the notification, such as transaction documents, can be in the English language. There are no other specific requirements for the submission of documents (such as certifications, notarisations or apostilles).

If the FCCA considers a notification to be materially incomplete, the review period will not start to run (if the FCCA finds during its investigation that the notification is materially incomplete, it can stop the clock, thus suspending the review period).

The consequences of incomplete notification are that the regulator’s review period, and ultimately the time limit for the clearance decision, are postponed. This in turn postpones the time when the notified concentration can lawfully be implemented. The FCCA regularly stops the clock during its review process if it considers that the notification is materially incomplete. In practice, the time limit for the FCCA’s review begins to (re)run only after the authority has received information it considers complete.

According to Section 30 of the Competition Act, the Market Court can, upon the FCCA’s proposal, prohibit or dissolve a concentration, or impose conditions thereto, if the notifying party has provided incorrect or misleading information that has substantially affected the outcome of the case.

The FCCA must inform the notifying party of the case being reopened within one year of the FCCA’s final decision or of the closing of the transaction. There are no precedents where penalties pursuant to Section 30 would have been proposed or imposed on a notifying party.

A concentration can be notified to the FCCA as soon as the parties can demonstrate with sufficient certainty their intent to conclude the transaction. Accordingly, the FCCA accepts notifications before signing, provided that the aforementioned sufficiently certain intent exists.

A concentration is deemed to have been notified to the FCCA on the day the notification is submitted to the FCCA via the secure electronic system. The procedural time limits (review period) start to run from the day the notification is submitted, provided that the notification is deemed complete. If, conversely, the notification is materially incomplete, or material changes arise regarding the notified information and that information significantly impacts the assessment of the concentration, the time limits start to run only upon submission of complete notification and information.

Upon receipt of a complete notification, the FCCA immediately begins its review and assessment. The FCCA’s merger review contains the following two phases.

Phase I

Phase I is 23 working days in duration. The FCCA conducts a market hearing, which involves seeking comments from market participants, such as customers, competitors and suppliers of the parties to the concentration. In cases with no or limited competitive effects (no or only minor horizontal overlaps and/or no or limited vertical links), the market hearing is conducted through a general invitation published on the FCCA’s website. In cases where the parties to the concentration have horizontal overlaps or vertical links, the market hearing is conducted by information requests addressed directly to the relevant market participants (customers and suppliers, as well as competitors). The FCCA may also seek clarifications from third parties.

At the end of Phase I, the FCCA may find that the notified concentration poses no risk to competition, and thus approve the concentration as-is or subject to conditions. In the alternative scenario, the FCCA may find that further investigation is required and open Phase II proceedings. If the FCCA does not initiate, by decision, further proceedings within 23 working days from the receipt of a complete notification, the concentration is deemed to have been approved by the FCCA.

Phase II

Phase II takes an additional 69 working days (subject to an extension, granted upon application by the Market Court, of a maximum of 46 additional working days). If the FCCA decides to initiate further proceedings, the concentration can be cleared with or without conditions. Further, the FCCA can decide to make a proposal to the Market Court for the prohibition of the concentration. The concentration shall be deemed to have been approved if no conditions have been imposed or no prohibition proposal has been made within 69 working days from the initiation of Phase II (subject to an extension, as described in the foregoing).

The time limits can be extended in case the parties fail to submit information requested by the authority, or if the information submitted is materially incomplete or incorrect. In this case, the FCCA suspends, by a procedural decision, the running of the time limits (the “stop-the-clock” provision). In case of a stop-the-clock decision, time limits shall be extended by the corresponding number of days that it takes for the notifying party (parties) to submit correct and complete information, as requested by the FCCA.

If the FCCA makes a prohibition proposal to the Market Court, the latter shall issue its decision within 69 working days from the FCCA’s proposal. The Market Court can clear the concentration with or without conditions, or prohibit the concentration. If the Market Court’s decision on the FCCA’s proposal is not issued within the prescribed 69 working days, the concentration is deemed to have been approved. The Market Court’s decision can be appealed to the Finnish Supreme Administrative Court (korkein hallinto-oikeus), and contrary to the general rule, the appellant is not required to seek a separate leave of appeal.

The overall timeline for clearance is between 23 and 207 working days – or longer if the FCCA suspends the time limits by using stop-the-clock provision.

Prior to filing a notification, pre-notification discussions usually take place with the FCCA. In cases that raise no concerns, pre-notification discussions may not always be considered necessary.

Pre-notification discussions are typically conducted on the basis of a draft notification or other preliminary material submitted to the FCCA. Discussions and materials provided during the pre-notification phase are always treated as confidential.

Requests for information (RFIs) are a typical investigative tool for the FCCA. Depending on the concentration under review, the RFIs may be extensive and require significant work from the parties involved. The RFIs often seek documents that explain the economic rationale for the transaction and appraise the concentration and its effects on competition. Such information is typically contained in board meeting minutes and materials prepared for the board(s) for its (their) decision-making – and in any studies, analyses or reports that may have been drafted or commissioned.

When the FCCA considers a notification incomplete, it requests that the parties submit missing or supplementary information. Given that procedural time limits apply in most cases, time limits for replies are generally short. If required, the FCCA can, and in practice will, issue a “stop-the-clock” decision.

The FCCA also requests comments and views, usually in writing, from customers, competitors and suppliers to the concentration, as well as from any relevant trade association and other interested parties. The FCCA may also request market information from third parties, experts and different research institutes, and the authority can also conduct surveys and other own-market investigations.

There is no separate short form, fast-track or other type of accelerated procedure for the FCCA’s review in simple cases. However, the information requirements are more limited in case of concentrations with no affected markets (in case of horizontal overlaps, the combined market share on any relevant or plausible markets does not exceed 20%, and/or in case of vertical links, neither party’s market share exceeds 30% on any vertically linked market, irrespective of whether the parties have an actual supply relation). In case a concentration does not give rise to affected markets, the notifying parties only need to provide information for reportable market(s).

Further, the FCCA may, in individual cases, grant waivers from the information obligations. This is typically done where the concentration does not give rise to significant effects on competition, or the information requirements are in some respects unnecessary to assess the effects of the concentration. The notifying party shall make a reasoned request for waivers. Waivers are typically requested and discussed with the FCCA during the pre-notification phase.

The FCCA applies the “significant impediment to effective competition” (SIEC) test to determine whether a notified transaction should be approved. The substantive test corresponds to the test laid down in the EUMR and applied by the European Commission. The SIEC test focuses on the effects of a concentration on effective competition in the affected market(s) and seeks to ascertain how much competition is lost as a result of the concentration.

The FCCA usually begins by identifying – to the extent that it is necessary in each case – the relevant product/services market(s) and geographic market(s) before analysing any potential concentration-induced negative effects on competition – and any potential counterbalancing effects, such as efficiency gains and the effects of potential competition.

The elements, and the weight given to them, including any economic analysis, in the FCCA’s assessment depend on the concentration and its potential effects on competition. The appraisal is always based on an overall assessment of the foreseeable impact of the concentration in light of the relevant facts.

The parties must identify in the notification any products and/or services that they offer where the market share thresholds laid down in the Government Decree on the scope of the obligation to notify 920/2022 are met. The parties must explain in the notification why they consider these products and/or services to be relevant in this context.

Affected market(s) exist, where a concentration gives rise to:

• horizontal implications in a market where at least two of the parties (including any undertakings in the respective corporate groups) operate, and where the combined market share exceeds 20% of the Finnish market or a relevant part thereof; and
• vertical implications in a market where one of the parties (including any undertaking(s) in the same corporate group) holds a market share of at least 30%, and that market is upstream or downstream of a market where another party (including any undertaking(s) in the same corporate group) operates.

Information also needs to be provided for reportable markets. These are markets where the parties have horizontal overlaps and/or vertical links but the market share thresholds for affected markets are not met.

Further, information needs to be provided for markets where the concentration may give rise to significant effects. These include any market that is not an affected market, but where:

• one party has a market share of at least 30%, and another party is a potential competitor on that same market;
• one party has a market share of at least 30%, and another party owns or controls important immaterial rights on that same market; and
• the parties operate on closely related (but not the same) markets, and the parties’ individual or combined market shares on any of these markets exceed 30%.

Information must be given for any market on which at least one party (including any undertakings in the same corporate group) generates turnover. According to the FCCA’s Guidelines, this information is needed to provide an overview of how the aforementioned markets relate to other markets, and to provide information about possible conglomerate effects.

It follows that a market share below which competitive concerns are considered unlikely is 20% in case of horizontal overlaps. In all other instances, competition concerns are considered unlikely provided that the market share of no party exceeds 30%.

The FCCA and the Market Court regularly rely on precedents, and they refer to the European Commission’s decisions and the CJEU’s judgments. At times, the FCCA also relies on decisional practice by relevant authorities from other EU member states and the United Kingdom. It should, however, be noted that the FCCA does not consider itself bound by market definitions applied in prior cases, as the relevant markets (product/services and the geographic extent) definition is case-specific (to the extent that this is required.)

According to FCCA’s Guidelines, the FCCA usually analyses a concentration’s effects on market structures and its potential for anti-competitive effects. The FCCA begins its analysis by examining the changes to market structures in the relevant markets that are likely to result from the concentration. The potential anti-competitive effects can be divided into two broad conceptual categories: co-ordinated and noncoordinated effects.

A concentration can significantly impede effective competition when it has noncoordinated (unilateral) effects. The concentration can remove, or reduce, important competitive constraints on one or several undertakings, resulting in an SIEC without undertakings expressly, or even tacitly, co-ordinating their operations. A concentration can also induce so-called co-ordinated effects (often referred to as a “collective dominant position”). A concentration can result in changes to competitive dynamics, which can significantly impede effective competition by increasing the likelihood of previously independent undertakings starting to co-ordinate their market behaviour to raise prices, or to lower production volumes or product quality.

Horizontal concentrations can impede effective competition by strengthening the market power of one or more undertakings relative to competitors, customers and/or suppliers. Non-horizontal concentrations can also significantly impede effective competition in some circumstances. Vertical concentrations generally only give rise to significant competition concerns where the transaction is likely to give rise to market foreclosure. Conglomerate mergers generally only have significant anti-competitive effects in situations where they confer on the concentration the ability to leverage a strong market position in one market to another market in order to foreclose rivals on that latter market.

According to the FCCA’s Guidelines, in appraising whether a concentration would significantly impede effective competition, any efficiency gains resulting from the concentration also need to be assessed.

Efficiencies generated by a concentration can enhance its ability and incentive to act pro-competitively for the benefit of consumers. This can counteract any adverse competitive effects that the concentration may otherwise have. Efficiencies can be production-related, such as improvements in product quality, production and/or distribution, or a wider product offering using the same inputs. Consumers can also benefit from dynamic efficiencies, such as the introduction of new and improved products based on innovations in production or distribution. The weight given to efficiency claims in the FCCA’s assessment depends on how substantial the claimed efficiencies are, how likely they are to be achieved, and whether they promote competition for the benefit of customers and consumers.

According to the FCCA’s Guidelines, the more significant the anti-competitive effects of a concentration, the more substantial must the efficiencies be. The FCCA must have sufficient certainty that the competitive pressure will be sufficient post-transaction to ensure that the concentration has the incentive to operate pro-competitively, and to pass on efficiency gains, to a sufficient degree, to consumers. It is highly unlikely that a concentration with market power will be approved on grounds of efficiency gains.

The FCCA must also ascertain that the claimed efficiencies are likely to be realised and that they actually benefit consumers. The nature of the efficiencies can be significant in this context. For example, cost efficiencies that lead to reductions in variable or marginal costs are more likely to be relevant for assessing whether efficiencies will lead to a net consumer benefit than more speculative, dynamic efficiencies relating to innovation. Ostensible efficiencies, such as cost reductions that merely result from anti-competitive reductions in output, cannot be considered as efficiencies benefitting consumers.

The timeframe within which efficiencies are likely to be passed on to customers and consumers is also relevant. To be considered as a counteracting factor for anti-competitive effects that a concentration would otherwise have, the efficiencies must be sufficiently timely. Theoretical efficiencies that can potentially benefit consumers sometime in the distant future are not sufficient. It is for the parties to provide all relevant information to substantiate any efficiency claims, and to demonstrate that they are merger-specific – ie, that the efficiencies would not arise in the absence of the concentration and that they result directly from the concentration. Finally, the claimed efficiencies must materialise in the Finnish market and be passed on to consumers or customers in Finland.

The FCCA’s appraisal is based purely on competition considerations, and it cannot reflect any extra-competition issues (such as industrial policy, national security, employment, environmental or other public-interest issues) as part of its merger review mandate.

FDI (the screening of foreign corporate acquisitions) is governed by the Screening Act. The rules, process and assessment are separated from the merger control rules. See 1.2 Legislation Relating to Particular Sectors for an overview of the Finnish FDI rules and process.

Finland's regulatory framework for foreign subsidies is governed by the EU’s Regulation (EU) 2022/2560 on foreign subsidies distorting the internal market. Accordingly, there is no separate national legislation covering foreign subsidies. The FCCA acts in the role of national support for the European Commission, which has the exclusive competence to enforce the legislation on foreign subsidies at the EU level.

There are no special considerations in the substantive review of joint ventures. According to the FCCA’s Guidelines, the SIEC test is well-suited for intervening in situations where competition is impeded at the level of the joint venture’s founding members. The joint venture can enable co-ordination between the founding members if they are able to follow and monitor each other’s actions via the joint venture. Moreover, the economic significance of a joint venture to its founding members can be so large that the founding members may refrain from competing with each other on other markets to ensure the continued viability of the joint venture.

The FCCA can, following its investigation, clear a concentration with or without conditions. Should the FCCA conclude that competition concerns identified during its investigation cannot be remedied, it must make a proposal to the Market Court for the prohibition of the concentration. The Market Court has the sole competence to prohibit a concentration.

Commitments, or a proposal of prohibition, are likely if a concentration is found to significantly impede effective competition in Finland or a substantial part thereof. This would be the case, in particular, if a concentration creates or strengthens a dominant position.

If competition concerns are identified during the FCCA’s investigation, the parties may propose remedies to address the concerns. These would be either structural or behavioural commitments. The FCCA evaluates whether the proposed commitments can fully eliminate the competition concerns identified. If remedies are sufficient to address the concerns, clearance is granted subject to commitments. Conversely, if the commitments are considered insufficient, the FCCA makes a proposal to the Market Court for the prohibition of the concentration.

Should the FCCA identify competition concerns with a concentration, the parties may negotiate remedies in accordance with Section 25 (2) of the Competition Act, with the aim of obtaining clearance.

Remedies take the form of structural or behavioural commitments. The FCCA has a strong preference for structural commitments, which it considers the most effective and reliable way to eliminate competition concerns. In practice, the most common remedy is the divestment of overlapping businesses: parts of the combined business are sold to a suitable purchaser to preserve effective competition in the relevant market(s).

Behavioural commitments, such as access obligations, supply commitments or firewalls between business units, may also be used but are less common. They are typically accepted only as supplementary measures where structural remedies alone do not fully address the competition concerns.

The FCCA does not propose remedies. The initiative rests squarely on the notifying party (parties), which must devise and offer suitable commitments capable of addressing the identified competition concerns. It is for the FCCA to evaluate whether the proposed commitments are adequate, enforceable and effective for implementation. It is important to note that the FCCA cannot impose clearance conditions to which the notifying party (parties) would not agree, given that it is for the latter to propose commitments. This contrasts with the situation before the Market Court; when being called upon to decide on a prohibition proposal, the Market Court may impose conditions even if such conditions are not acceptable to the notifying party (parties).

Under the Competition Act, commitments must be sufficient to eliminate any identified competition concerns. They must also be enforceable and capable of effective implementation. The FCCA’s mandate is strictly limited to competition issues. This means that commitments cannot be devised, or required, to address broader non-competition considerations, such as employment, industrial policy or regional development issues.

For remedies to be deemed acceptable, they must meet, according to the FCCA’s Guidelines (Part 6), the following requirements:

• the commitments must eliminate detected competition concerns in their entirety;
• the commitments can be executed effectively;
• the commitments can be monitored effectively; and
• the commitments do not create new competition concerns.

Remedy negotiations with the FCCA can be initiated at any stage of the FCCA’s process. Usually, negotiations are opened once the FCCA has communicated the competition concerns identified during its investigation. The FCCA does not propose remedies (see 5.2 Parties’ Ability to Negotiate Remedies), but as it indicates the type of competition concerns identified, it may indicate whether structural or behavioural commitments would be required.

The initiative and responsibility for devising, drafting and offering remedies rests squarely on the notifying party (parties). Once the notifying party (parties) formally offers commitments, the FCCA assesses their sufficiency in eliminating all competition concerns identified. If the FCCA considers the commitments offered sufficient, it market-tests them. In the absence of negative feedback from the market-test, the FCCA issues a clearance decision subject to the offered commitments. If, conversely, the remedies are insufficient and no alternative, acceptable commitments are offered, the FCCA makes a proposal to the Market Court for the prohibition of the concentration.

Procedurally, remedies can be offered during both Phase I and Phase II. Commitment negotiations should be initiated sufficiently early, and well in advance of the expiry of Phase II, to allow sufficient time for negotiations.

The FCCA cannot unilaterally impose remedies on the parties. As it is for the notifying party (parties) to draft the commitment offer, conditional clearance is only possible based on commitments acceptable to the notifying party (parties).

The standard approach is that structural remedies (divestments) must be completed within a timeframe laid down in the FCCA’s clearance decision. In line with the practice applied by the European Commission, remedies must be implemented promptly and in a manner that ensures their effectiveness. The FCCA may require a monitoring trustee to be appointed for overseeing the divestment process, and for ensuring the suitability of the buyer. In most cases, the notifying party (parties) cannot complete the notified transaction without first complying with the remedies, as clearance remains conditional until full implementation of the commitments.

If the remedies are not complied with, the FCCA may propose that the Market Court review the case. The FCCA must inform the parties to the concentration of the proposal within one year from the date of the final decision, or when the transaction has been closed. In addition, and irrespective of whether the Market Court has been requested to review the case, the FCCA can make a proposal to the Market Court for the imposition of a fine where the parties have failed to comply with commitments. The maximum amount of the fine is 10% of the undertaking’s aggregate, worldwide, annual group turnover. The fine proposal must be made within five years from the date of the infringement (or from the date when the infringement ended, in case of a continuous infringement).

The Market Court was recently called upon to impose fines for failure to comply with commitments. In its decision of 30 October 2024 (MAO/607/2024), the Market Court imposed a fine of EUR600,000 on Valio Oy (“Valio”), the largest Finnish dairy products manufacturer. The Market Court agreed in its decision with the FCCA’s findings that Valio had failed to comply with the key clearance commitment imposed when its acquisition of Heinon Tukku, a Finnish wholesale food service, was approved. That commitment sought to prevent the transmission of Valio’s main competitors’ price information to persons responsible for pricing Valio’s products. The Market Court held that Valio had breached Section 28 of the Competition Act. The FCCA had proposed a fine of EUR900,000. The Market Court considered Valio’s breach to be a serious competition infringement but found that it was somewhat narrower than the FCCA had concluded and therefore somewhat reduced the amount of the fine. This was the first time in Finland that a fine has been imposed for a failure to comply with commitments. The case is pending on appeal before the Supreme Administrative Court.

The FCCA issues a formal, written decision in each case. That decision can either approve the concentration, with or without commitments, or be a proposal to the Market Court for the prohibition of a concentration in case competition concerns have been identified and cannot be removed through commitments.

The FCCA publishes non-confidential versions of its decisions on its website. Before publication, business secrets and other confidential information are removed, but the essential reasoning and assessment are made publicly available. This practice is consistent with the requirements of the Competition Act and ensures transparency in merger control review while protecting parties’ sensitive commercial information.

In recent years, the FCCA has required remedies in several cases. In the period 2022–24, the FCCA has required and accepted remedies in four cases.

An example of a foreign-to-foreign transaction where commitments have been imposed is the FCCA’s decision in KKV/1493/14.00.10/2021 BEWI ASA/Jackon Holding AS from 2022. The FCCA ultimately cleared the acquisition by BEWI ASA of Jackon Holding AS on condition that BEWI ASA divested its entire Finnish expanded polystyrene (EPS) insulation business. Both parties in the case were headquartered outside of Finland.

Restrictions that are ancillary to a concentration fall within the scope of the FCCA’s clearance decision. The FCCA’s Guidelines (Part 7) specifically address ancillary restrictions and require the notifying party or parties to independently assess the legality of any ancillary restrictions. The FCCA will only evaluate and approve ancillary restrictions when expressly requested so by the notifying party (parties).

The FCCA may request information from third parties during the pre-notification process if the concentration has become public (this would be the case where the parties have publicly announced the concentration, for instance, following the signing of the transaction agreements).

Apart from the pre-notification process, the FCCA regularly request information and clarification from market participants (customers, suppliers and competitors) when apprising a notified concentration (Phase I). However, third parties do not have a right to appeal the FCCA’s decision to the Market Court or the Supreme Administrative Court, as they have been held to lack standing (no sufficient direct interest).

When the FCCA receives a notification, it carries out a market investigation. This allows third parties, such as customers, suppliers, competitors and relevant trade associations, to express their views on the concentration and its effects on competition. The FCCA typically contacts third parties by sending an RFI or by publishing a general invitation on its website, calling for third parties to submit comments on the notified merger. The FCCA may also use other means of communication, such as telephone calls and (virtual/physical) meetings.

A non-confidential version of the notification must be submitted together with the final notification. The non-confidential version is not published as such, but it can be obtained upon request (the request need not be reasoned).

Once a notification has been submitted, a non-confidential description, which has been provided by the notifying party (parties), will be published on the FCCA’s website. This usually occurs on the day (or within a few days) after the submission of the notification.

The FCCA publishes non-confidential versions of its decisions on its website. Before publication, business secrets and other confidential information are removed from the public version.

In accordance with the Act on the Openness of Government Activities (No 621/1999, as amended), the FCCA’s documents are, as a general rule, public. However, a document may be classified as confidential if it contains business secrets and/or other confidential information. An interested party has the right to be informed of the contents of a non-public document if it can or could have influenced the proceedings.

The FCCA regularly liaises with competition authorities from other jurisdictions. For instance, the FCCA is part of the European Competition Network (ECN), including in the field of merger control. The FCCA also co-operates with the European Commission, for instance in the context of the merger control referral mechanism (eg, see Case M.11241 EEX/NASDAQ POWER in 2.11 Power of Authorities to Investigate a Transaction). The Nordic competition authorities also have a long tradition of co-operation, which covers merger control matters. The Nordic co-operation has been codified in a co-operation agreement, which has been in force since 2017 and was most recently ratified by Iceland in 2020.

In accordance with Section 49 of the Competition Act, the FCCA’s decisions approving a merger may be appealed to the Market Court, which is the first-instance appeal body.

In practice, appeals are virtually non-existent, primarily because third parties have essentially no right to challenge the FCCA’s merger clearance decisions (please see 7.1 Third-Party Rights), whilst the notifying party or parties would have no reason or interest to do so.

The FCCA’s clearance decisions that approve a concentration subject to commitments cannot be appealed, since the imposition of commitments requires the prior consent of the notifying party/parties. Having consented to the commitments, the notifying party (parties) cannot challenge the conditional clearance.

Additionally, procedural decisions (such as stop-the-clock decisions, findings that a notification is materially incomplete, the initiation of Phase II investigations and the conduct of dawn raids) cannot be appealed during the process, meaning these decisions can only be challenged if an appeal is lodged against the FCCA’s clearance decision itself. By the time the review process is concluded, appeals relating to procedural matters have generally lost their relevance.

An appeal against decisions of the Market Court lies with the Supreme Administrative Court. Contrary to the general requirement, no separate leave of appeal is required in competition law cases.

Appeals against decisions of the FCCA and the Market Court must be lodged within 30 days from notice of the decision.

Third parties, such as customers, competitors or suppliers, do not have a right to appeal the FCCA’s decision to the Market Court (or to the Supreme Administrative Court). Such parties have been considered to lack legal standing (no sufficient direct interest).

Foreign direct investments are regulated by the Screening Act, which applies to acquisitions of Finnish corporations by foreign investors (see 1.2 Legislation Relating to Particular Sectors). The rules, filing requirements and review process are separate from the merger control rules.

Finland’s regulatory framework for foreign subsidies is governed by the EU’s Regulation (EU) 2022/2560 on foreign subsidies distorting the internal market (see 4.6 Non-Competition issues).