A European industrial group targeting a Finnish technology company learned a costly lesson about timing. The deal was commercially ready. The share purchase agreement was drafted and signed. Yet the transaction stalled for several months because competition clearance requirements had not been assessed before signing. The window for a swift, value-preserving close was lost.
This case study examines how Ferraz & Whitmore supported a cross-border acquirer through an M&A transaction in Finland, managing regulatory conditions and competition clearance from due diligence through to closing. The matter required careful sequencing of closing conditions under Finnish corporate legislation and coordination with the Kilpailu- ja kuluttajavirasto (Finnish Competition and Consumer Authority). The transaction reached a successful closing within an agreed extended long-stop date.
The account below covers the client profile, the legal strategy chosen, key milestones, complications encountered, and three transferable lessons for comparable cross-border matters.
Client profile and the challenge they faced
The client was a mid-market industrial group headquartered in continental Europe. It sought to acquire a controlling interest in a Finnish software company serving regulated industries. The target had a strong domestic position and several public-sector contracts.
The acquirer had prior experience in M&A across Western Europe. Finland, however, was a new jurisdiction. The client underestimated two things. First, Finnish competition legislation imposes mandatory notification thresholds that are lower than EU merger control thresholds. Second, the target's public-sector contracts contained change-of-control provisions requiring prior consent from contracting authorities.
By the time the client approached Ferraz & Whitmore, a kauppakirja (share purchase agreement, or SPA) had already been signed. Closing conditions had been drafted broadly, without specifying the sequence in which regulatory approvals needed to be obtained. The long-stop date was tight. Missing it risked triggering termination rights for the seller – and losing the acquisition target to a competing bidder that was known to be in the market.
For a review of how our firm approaches similar acquisitions, including transaction structuring and due diligence planning, see our dedicated page on M&A transactions in Finland.
Legal strategy: sequencing conditions and managing the regulator
The first step was a rapid review of the signed SPA and its closing conditions. Two issues required immediate attention.
The competition filing obligation had not been satisfied before signing, as Finnish competition legislation requires notification where the combined turnover thresholds are met. The transaction crossed those thresholds. Filing had to occur promptly to preserve any chance of closing within the contractual timeline.
The representations and warranties in the SPA did not address the change-of-control clauses in the target's public contracts. This created a potential warranty breach risk if contracting authority consent was not obtained before closing.
The strategy adopted three parallel tracks. First, the competition filing was prepared and submitted to the Kilpailu- ja kuluttajavirasto within days of instruction. The notification package included a detailed market definition analysis. The target's sector involved regulated procurement, so defining the relevant market accurately was essential to avoiding a Phase II investigation. Second, the client engaged directly with the relevant public contracting authorities, supported by a legal opinion letter on the implications of the transaction. Third, the parties agreed a formal amendment to the SPA clarifying the sequence of closing conditions – competition clearance first, then contracting authority consents, then closing. The long-stop date was extended by mutual agreement.
This three-track approach addressed the lost-opportunity risk directly. Delay in any single track would have caused the others to stall. Parallel execution preserved the timeline.
Practitioners engaging a lawyer in Finland for cross-border transactions should note that Finnish competition filings require detailed local market data. Generic EU-level market analyses are rarely sufficient for the Kilpailu- ja kuluttajavirasto's review.
Key milestones and complications encountered
The competition review proceeded through a standard Phase I process. The Authority requested supplementary information on market shares in two product segments. This extended the review by several weeks beyond the initial statutory period.
The supplementary information request was the principal complication. The target's management had not preserved sales data in a format compatible with the Authority's questions. Reconstructing the relevant figures required cooperation between the target's finance team and external advisers. This absorbed significant management time during a period when the target's team was also managing the contracting authority consent process.
A secondary complication arose from the representations and warranties. During due diligence – which had been conducted before the firm's involvement – certain IP licences held by the target had not been flagged as potentially non-transferable on a change of control. Post-signing due diligence review identified three licence agreements with change-of-control restrictions. Consent from the relevant licensors was sought and ultimately obtained, but the process added a further condition to the closing checklist.
Closing conditions were ultimately satisfied in sequence. Competition clearance was granted unconditionally. All contracting authority consents were received. Licensor consents were documented. The transaction closed within the extended long-stop date.
For clients considering comparable acquisitions in the EU civil law environment, our analysis of M&A transaction strategy in Portugal illustrates how similar sequencing principles apply across different Nordic and Southern European markets.
To discuss how regulatory conditions and competition clearance apply to your acquisition in Finland, contact us at info@ferrazwhitmore.com.
Three transferable lessons for cross-border acquirers
Lesson one: assess national competition thresholds before signing, not after. EU merger control clearance and national clearance are separate obligations. Finland's domestic thresholds are triggered at turnover levels well below the EU thresholds. An acquirer focused on EU-level analysis may sign a binding SPA without realising that a national filing is mandatory. Filing after signing compresses the timeline and strengthens the seller's leverage if the long-stop date approaches.
Lesson two: due diligence must cover change-of-control provisions in all material contracts. Public-sector contracts, IP licence agreements, and regulated-industry supply agreements frequently contain change-of-control clauses. These are closing conditions in substance, even if not listed as such in the SPA. Missing them during due diligence does not eliminate the obligation – it simply converts a manageable pre-signing issue into a post-signing complication. A law firm in Finland with experience in regulated-sector acquisitions will identify these provisions as a standard element of the due diligence review.
Lesson three: closing conditions must be sequenced. Not merely listed. A closing condition that says "all regulatory approvals obtained" is insufficient when multiple approvals depend on each other. Alternatively, when some must precede others by law. Explicit sequencing in the SPA – specifying which conditions must be satisfied before others are triggered – reduces ambiguity and prevents disputes about whether a party has used best efforts to satisfy conditions.
The Finnish corporate legislation governing share acquisitions of this type operates on a disclosure-first principle. Representations and warranties in the SPA serve a specific evidentiary function under that body of law. Acquirers from common law jurisdictions sometimes assume that warranty protection operates identically to English law indemnity structures. In practice, the remedy mechanisms differ in material ways. Understanding that distinction before the SPA is signed is considerably more valuable than discovering it during a warranty claim.
Finnish corporate legislation and competition law together create a regulatory environment that rewards preparation. The acquirer in this matter recovered from a challenging starting position. A comparable transaction, prepared from the outset with Finnish regulatory conditions properly mapped, would have closed faster and with fewer concessions on the long-stop date.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our M&A practice covers transaction structuring, due diligence, SPA negotiation, and competition clearance across European and international markets. The firm combines Portuguese civil law expertise with English common law tradition. This gives our team a practical understanding of how different legal systems handle closing conditions. Representations and warranties. Additionally, regulatory approvals in cross-border acquisitions. We advise international acquirers, institutional investors, and in-house legal teams who require results-oriented counsel across multiple legal systems. Our team has advised on share purchase agreements and competition filings in both civil law and common law jurisdictions, including Nordic markets where national regulatory requirements frequently diverge from EU-level rules. As an international law firm supporting clients in Finland and across Northern Europe, Ferraz & Whitmore provides coordinated cross-border support from due diligence through to post-closing integration. To discuss your acquisition in Finland or a comparable cross-border transaction, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.