Yrityskauppavalvonnan perusteet ja ilmoitusvelvollisuus/EN

Suomeksi

Merger control is ex-ante review by the competition authority, intended to prevent mergers that would significantly impede effective competition in the Finnish market. The competent authority in Finland is the Finnish Competition and Consumer Authority (FCCA), and the regulation is based on Chapter 4 of the Competition Act (948/2011). A lawyer preparing a transaction must identify a possible notification obligation already at the negotiation stage, since a notifiable merger may not be implemented before FCCA approval.

Avainkohdat

• Mistä on kyse: A merger must be notified to the FCCA if the turnover thresholds laid down by law are exceeded and the arrangement meets the definition of a merger (the acquisition of control or a business, a merger, or the establishment of a joint venture).
• Miksi sillä on kaupallista merkitystä: Failure to comply with the notification obligation, or premature implementation (gun jumping), can lead to a significant fine regardless of whether the transaction would ultimately have been approved.
• Mikä menee useimmin pieleen: The turnover thresholds are calculated at group level and are often met unexpectedly easily — the small size of the target company does not rule out a notification obligation if the acquiring group's turnover in Finland is large.

Definition of a Merger

Under section 21 of the Competition Act, a merger means four distinct types of arrangement: (1) the acquisition of control or equivalent de facto control, (2) the acquisition of the whole or part of the business of an undertaking, (3) the merger of two or more previously independent undertakings, or (4) the creation of a joint venture that performs, on a lasting basis, all the functions of an autonomous economic entity (a full-function joint venture). The merger control rules do not apply to an intra-group arrangement. The acquisition of a business or part of a business is thus its own form of merger, separate from the acquisition of control: a pure business/asset deal can also trigger the notification obligation, even if no shareholding changes hands.

The concept of control is determined under section 1(5) of Chapter 1 of the Accounting Act (1336/1997): an accounting entity is deemed to have control over a target company if it holds a majority of the votes, the right to appoint or remove a majority of the board, or otherwise exercises de facto control over the target company. Control may thus be based on sole or joint ownership, and it can also arise from a contractual right smaller than an ownership stake, for example veto rights over strategic business decisions.

Turnover Thresholds for the Notification Obligation

The notification obligation arises when both of the following thresholds are exceeded (section 22 of the Competition Act, titled "Scope of Application", as amended with effect from 1 January 2023 by Act 1297/2022):

• the combined Finland-derived turnover of the parties to the merger exceeds EUR 100 million; and
• the Finland-derived turnover of at least two of the parties exceeds EUR 10 million each.

Before the legislative amendment that entered into force on 1 January 2023, the thresholds were considerably higher: a combined worldwide turnover of the parties of EUR 350 million, and a Finnish turnover of EUR 20 million for each of two parties. The purpose of the change was to bring smaller mergers that are nevertheless significant in the Finnish market within the FCCA's oversight — including cases where the target company is small but strategically significant (e.g. so-called "killer acquisition"-type technology company purchases).

Section 22(3) of the Competition Act contains the so-called one-stop-shop limitation: the national merger control rules do not apply where a merger falls within the scope of the EU Merger Regulation ((EC) No 139/2004), unless the Commission refers the matter to the FCCA under Article 4(4) or Article 9 of the Regulation. The practical application of this limitation is discussed in more detail in The EU Merger Regulation and the One-Stop-Shop Principle.

Käytännön huomio

Because the thresholds are based solely on turnover in Finland, a transaction between two foreign operators can also become notifiable in Finland if both have sufficient business activity there. The turnover calculation — including the group-level review and the possible two-year rule for prior acquisitions — is worth carrying out routinely at the very outset of preparing the transaction, not only in the week before signing.

Calculating Turnover

Turnover means the parties' group-level worldwide sales revenue according to the most recently prepared financial statements, less, among other things, value added tax, granted discounts, and intra-group transactions. The turnover of a controlling entity also includes the turnover of its subsidiaries. Sector-specific calculation rules apply to credit institutions, investment firms, financial institutions and insurance or pension institutions: for the former, the combined amount of income-statement revenue items excluding extraordinary income is calculated; for the latter, total premium income (or, for pension funds, contribution income). In addition, the so-called two-year rule applies (section 24(4) of the Competition Act): businesses previously acquired from the same seller together with the target (within two years) are included in the target's turnover, so that the same overall business cannot be artificially split up to fall below the notification threshold.

Prohibition on Implementation

A merger must be notified to the FCCA after the agreement is concluded, control is acquired, or a public tender offer under the Securities Markets Act is published, but before the transaction is implemented; the parties may also notify the transaction earlier, as soon as they can demonstrate with sufficient certainty their intention to carry out the merger.

Section 27 of the Competition Act prohibits the parties from taking steps to implement a merger before it has been approved unconditionally or subject to conditions, or is otherwise deemed to have been approved (the standstill obligation). The prohibition covers both legal and de facto implementation: for example, the buyer interfering in the target company's commercial decision-making before approval can constitute prohibited premature implementation (gun jumping), even if ownership has not yet transferred. The statutory exceptions are narrow: the prohibition does not prevent the completion of a public tender offer or a mandatory redemption obligation as such, nor does it prevent the granting of permission to implement a merger by combination — the merger may nevertheless not be registered before the transaction is approved.

An undertaking that implements a merger in breach of a prohibition or conditional decision issued by the Market Court under section 25, or in breach of the prohibition on implementation under section 27, is subject to the fine referred to in section 12 of the Competition Act, unless the conduct is to be regarded as minor or imposing a fine is otherwise unjustified; in practice, the same sanction also applies to a mere failure to notify where the unnotified transaction is implemented.

Käytännön huomio

If the FCCA proposes to the Market Court that a merger be prohibited, the prohibition on implementation does not automatically continue indefinitely: it lapses unless the Market Court orders otherwise within 23 working days of the proposal being made. This short time limit is worth taking into account in scheduling the transaction, particularly when the matter proceeds to Market Court proceedings.

Tarkistuslista — Is this a notifiable merger?

• Does the arrangement meet one of the four forms of merger under section 21: acquisition of control, acquisition of a business (asset deal), merger by combination, or establishment of a joint venture?
• Do the parties' combined turnover and the target company's own turnover exceed the thresholds in section 22 — including, where a financial institution or insurer is a party, as calculated under section 24?
• Does the transaction fall within the exclusive competence of the EU Merger Regulation under the one-stop-shop exception in section 22(3) — in which case the notification is made to the Commission, not the FCCA?
• Has the notification been prepared as complete before implementation (section 23), and has the prohibition on implementation (section 27) been taken into account in the conditions precedent and timetable of the share purchase agreement?

See Also

• Merger Control Procedure: Review Phases and Timeline
• Competition Law Assessment of Mergers and Remedies
• The EU Merger Regulation and the One-Stop-Shop Principle
• Fines in Competition Law

Sources

Lainsäädäntö ja lähteet tarkistettu 12.9.2026.