Company law and corporate restructuring

Company law and corporate restructuring

We advise our clients on numerous company-related matters on a daily basis. We also act as a company lawyer for our clients. This enables us to understand better the company and its need for legal assistance, and thus to offer exactly the right legal service efficiently and quickly. The Finnish Companies Act was amended in 2006 and now offers companies a wide variety of new opportunities – particularly in respect of structural changes, financing and the distribution of funds. At the same time, the new Act will in certain respects increase the liability of a company’s management and shareholders. The authority relationships between a company’s administrative bodies are clarified, and partly changed. The new Limited Liability Companies Act applies to all limited companies, and provision should be made for this.

Changes in ownership, equity transactions and financing

A part of our work consists of negotiations and the drafting of contracts on different kinds of changes in a company's ownership structure. It is important to carefully address the client’s business aims. A good command of general company law and strong negotiation skills create the basis for these services. Issues of company law often play a central role in the planning and implementation of acquisitions, changes to corporate structure, financial and other business arrangements, capital investments, and shareholder agreements. Company law relates closely to the merging of limited liability companies

Contract law

Contract law

The best contracts are drafted in close cooperation with the client. We strive to understand thoroughly the client's business activities in order to offer long-term solutions and real added value. In negotiating and drafting contracts we aim for a result that both fulfils the client’s needs and is balanced well between the parties to the contract.

An important part of our work consists of drafting and negotiating different kinds of contracts. We are specialised in contracts relating to product supply, services, deliveries, joint ventures, financing arrangements, licensing, trade, the acquisition and utilisation of immaterial property rights, employment contracts, and other types of contract arrangements.

Different joint venture and consortium agreements are needed when SMEs offer their goods or services to large companies. Large corporations want their subcontractors to deliver increasingly larger entities and they prefer making agreements with a single company rather than a network of small companies.

When SMEs are networking together and divide their R&D activities as well their manufacturing operations between themselves, they should also make joint agreements about the division of the duties, responsibilities and risks. This should be the main concern of the company that takes the leading role in the consortium and makes the agreement with the large purchaser.

In addition to agreements between companies, we have drawn up standard agreements or general contractual terms for companies, and drafted model contracts for our clients to use in their daily operations. We also assist in disputes relating to the interpretation of agreements.

Dispute resolution

Dispute resolution

From time to time, companies are faced with disputes and conflict situations, where the negotiation and litigation experience of  legal counsel is needed. We advise clients in various business disputes whenever needed.

When an amicable settlement cannot be reached, we are able to represent clients in all dispute resolution bodies. Our firm’s attorneys are familiar with the processes used in general courts, administrative courts and special courts such as the Market Court. We also act as attorneys during arbitration proceedings.

As in all our activities, our aim is to find the most sensible solution for the client’s business operations. In most cases, the primary goal is to find a solution involving appropriate settlement. Achieving a successful outcome for the client requires a combination of competence in court proceedings, thorough preparation including becoming familiar with the specific factual and legal aspects of each case and a skilful and persistent presentation of the client’s case at the relevant hearing.

In arbitration and legal proceedings alike, our success is based on a combination of uncompromising procedural know-how and thorough familiarity of our clients business.

Immaterial Property Rights and IT-Law

Immaterial Property Rights and IT-Law

Immaterial property rights usually form the business basis of companies in the technology and IT sectors. For this reason it is essential for the company to also carefully address the legal aspects of immaterial property rights and to decide the procedures to be used in R&D work and for acquiring, protecting, utilising and commercialising IPR – in other words, to create the company's IPR strategy.

In our view, it is important to understand the nature and uses of IPR as an integral part of our client’s business operations rather than as a separate phenomenon. We familiarise ourselves  with the particular economic, technological, commercial and legal requirements of our customer’s business operations. Our objective is to assist our clients in integrating IPR into their business, marketing and product development strategy in Finland and abroad.

We aim at thoroughly understanding the technology that our clients use. This helps us in negotiations on different kinds of licensing, financing and M&A arrangements and on making registration applications. Nowadays it is essential that a company protects its immaterial property rights, knowhow and trade secrets with various kinds of contractual arrangements to minimize the risks involved. We also assist our clients to license and commercialise those rights and assist in various litigations, if needed.

We advise our clients in identifying, protecting and commercialising IPR as well as in the planning and implementation of strategies relating to various manufacturing, subcontracting, resale, licensing, maintenance and support agreements. In addition, we assist with the drawing up of employment contracts and guidelines on employees’ inventions for companies and other organisations in the ICT sector.

Employment law

Employment law

Each employer in Finland has a responsibility to be familiar with and observe a variety of rules and regulations related to employment law. In M&A transactions, employment law issues are often of great significance and may include dealing with the rules regarding transfer of undertakings or issues related to the protection of intellectual property.

Our firm provides legal advice and strategic guidance to employers on all aspects of Finnish labour and employment law, such as issues related to employee loyalty, non-competition and confidentiality, individual terminations of employment and redundancies, workplace environment issues, company restructuring, various incentive programmes, and issues related to pension.

Our lawyers also provide representation in employment law related negotiations and disputes, including litigation, and can assist you with drafting of employment agreements and other agreements between employer and employees.

EU and Competition Law

EU and Competition Law

Mr Sotka has acted as the responsible attorney-at-law in several large negotiation processes and trials, especially in the fields of EU law, competition law and public procurement cases.

Mr Sotka has comprehensive experience in Competition and EU law, and abundant experience in assisting customers to deal with national authorities and the European Commission. Competition law cases include abuse of a dominant position, cartels, horizontal and vertical competition restrictions, and public competition restrictions.

Mr Sotka also represents clients in Finnish courts and before competition and regulatory authorities. Additionally, Mr Sotka has considerable experience in EU legislation and also in legal issues relating to the operation and regulation of IT and telecommunications companies.

Competition law is at a turning point, since many Finnish and EU laws have recently been amended. Matters relating to competition law often need to be addressed when dealing with contracts and M&As. Breaches of competition law may result in severe consequences for a company.

Public procurements

We advise our clients in all matters relating to public procurements. We also represent service providers in Finland’s Market Court in cases of violations of procurement legislation.

In cases concerning public procurements, Mr Sotka has represented our clients in the processes at the Market Court and appellate courts. These cases have concerned telecommunications, information technology and the private healthcare sector.

All public units must arrange a tendering competition when they procure goods or services. They also need to treat all the parties making an offer equally. The offer with the best quality-price ratio, or the cheapest offer, must be chosen.

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