Legal Updates

Legal updates covering current topics.

Legal Updates / 22.11.2021

Finland finally implements CBDF Directive – Focus on Alternative Investment Funds

The Finnish Parliament has finally approved the implementing legislation of Directive (EU) 2019/1160 on the cross-border distribution of collective investment undertakings (“CBDF Directive”), the EU’s regulatory framework aiming to harmonise the cross-border distribution of investment funds across EU Member States. The deadline for national implementation has been exceeded by several months, but the national legislation is now set to enter into force on 1 December 2021. This legal update focuses on the national gold-plating introduced by the implementation and highlights certain points to consider in relation to alternative investment funds (“AIFs”) and alternative investment fund managers (“AIFMs”).

The Finnish implementation of the CBDF Directive has been gold-plated to some extent. The main differences include the following:

  • Pre-marketing rules apply also to non-EEA AIFMs as well as registered (sub-threshold) AIFMs pre-marketing AIFs they manage.
  • Pre-marketing is not restricted to professional clients only, and EEA AIFMs may pre-market to retail investors as well. Pre-marketing by a non-EEA AIFM remains restricted to professional clients only.
  • The deregistration process described below applies also to sub-threshold AIFMs.

AIFMs wishing to pre-market/market into Finland should also consider, for example, the following matters:

  • What constitutes pre-marketing / marketing: The introduction of the harmonised definition of pre-marketing will have an effect on the national interpretation as to what actually constitutes marketing (e.g. what documents may be provided to potential investors during pre-marketing).
  • Pre-marketing conducted by third parties: The CBDF Directive’s rules on pre-marketing conducted by third parties will also apply to non-EEA AIFMs and AIFs as well as registered (sub-threshold) AIFMs/AIFs, i.e. certain third parties such as duly licensed and passported investment firms and credit institutions will be able to pre-market AIFs into Finland subject to the relevant AIFM complying with the pre-marketing process.
  • Disclaimers and documentation requirements: Certain documents provided as part of pre-marketing are subject to disclaimer requirements. Furthermore, any pre-marketing must be appropriately documented.
  • No transitional provisions: No transitional provisions were introduced concerning the application of the new rules to AIFMs which have started pre-marketing AIFs prior to the national implementation, and no further guidance has yet been issued by the Finnish FSA. Therefore, the current working assumption is that any AIFMs pre-marketing into Finland that are required to submit the required pre-marketing notification to the Finnish FSA must do so within two weeks from the implementation date.
  • Reverse solicitation restrictions: The CBDF Directive’s rules on the preclusion of reverse solicitation have been implemented to apply to all AIFs. I.e. any subscriptions by investors in an AIF within 18 months of the commencement pre-marketing activities related to that AIF (irrespective of whether such investor has, in fact, received any pre-marketing) are considered the result of marketing and will trigger the marketing notification (or passporting) requirements under the Finnish AIFM Act.
  • Deregistration process: Deregistering an AIF from marketing in Finland is now subject to a harmonised process that includes, for example, submitting a deregistration notification with the Finnish FSA, making a public offer to repurchase all AIF units/shares held by investors in Finland (not applicable to closed-ended AIFs) and a public notice of the intention to terminate marketing. Furthermore, there is a black-out period of 36 months with respect to pre-marketing the deregistered AIF or similar investment strategies or investment ideas in Finland.

While the Finnish FSA is yet to issue any guidelines on the practical matters in relation to, for example, the pre-marketing notifications or deregistration procedures, we would hope that the regulator issues such guidance within short.

 

For more information, please contact:

Timo Lehtimäki
Partner
Linda Nyman
Counsel
Niko Markkanen
Senior Associate

 

Legal Updates / 07.10.2021

The European Commission employs a new procedure to remove obstacles to the free movement of goods

The Commission has, on 30 September 2021, adopted the first opinion in a new problem-solving procedure that aims to improve the free movement of goods within the EU. According to the opinion, national authorities incorrectly refused a company’s application to sell food supplements that were lawfully marketed in another Member State. The new procedure facilitates a cost-efficient way to challenge unfounded restrictions imposed by Member States. Read more

Legal Updates / 28.09.2021

The Finnish Supreme Administrative Court rejected penalty payment in high-voltage transmission line cartel case as time-barred

The main legal issue in the case was the determination of the duration of the infringement period. The Supreme Administrative Court found, after consulting the Court of justice of the European Union, that the restrictive effects to the competition of the cartel ceased to exist when the contract was concluded. Read more

Legal Updates / 20.09.2021

Quarterly Financial Sector Newsletter 3/2021

We understand that it may be difficult to stay up-to-date with the boundless financial news flow. We have therefore compiled an update on the season’s key highlights and regulative changes in the financial sector, which we hope will help you stay on track.

Below you will find key highlights on a more general level and down below more detailed highlights concerning different types of licensed companies operating in the financial sector. Read more

Legal Updates / 28.06.2021

New GDPR standard contractual clauses available for use as of 27 June 2021

On 4 June 2021, the European Commission published the final version of the implementing decision on the below two sets of standard contractual clauses that may both be used by businesses as of 27 June 2021: Read more

Legal Updates / 02.06.2021

Quarterly Financial Sector Newsletter 2/2021

We understand that it may be difficult to stay up-to-date with the boundless financial news flow. We have therefore compiled an update on the season’s key highlights and regulative changes in the financial sector, which we hope will help you stay on track.

Below you will find key highlights on a more general level and down below more detailed highlights concerning different types of licensed companies operating in the financial sector. Read more

Legal Updates / 03.05.2021

Partial revocation of a trade name in administrative proceedings possible as of 1 May 2021

In connection with the reform of the Finnish Trademarks Act in 2019, the Finnish Trade Names Act was also amended. The amendment introduces a possibility to partially revoke a trade name due to non-use by filing an action in administrative proceedings with the Finnish Patent and Registration Office (“Office”), as an alternative to civil proceedings. Read more

Legal Updates / 30.03.2021

Quarterly Financial Sector Newsletter

We understand that it may be difficult to stay up-to-date with the boundless financial news flow. We have therefore compiled an update on the season’s key highlights and regulative changes in the financial sector, which we hope will help you stay on track.

Below you will find key highlights on a more general level and down below more detailed highlights concerning different types of licensed companies operating in the financial sector. Read more

Legal Updates / 08.01.2021

Mehiläinen/Pihlajalinna tie-up falls apart in the Market Court

The Market Court has rendered its much awaited, albeit brief, decision in the case concerning the proposed “3 to 2” merger in the Finnish health care market between Mehiläinen Yhtiöt Oy and Pihlajalinna Oyj on 29 December 2020. The Market Court did not rule on the merits of the proposed merger due to the deal having been abandoned. Read more

Legal Updates / 15.12.2020

The Effects of UK leaving the EU on EU Trademarks and Community Designs

After 1 January 2021, UK is no longer part of the EU. Consequently, EU trademark applications and Community design applications filed after 31 December 2020 will no longer receive protection in the UK.

In relation to existing EU trademarks, Community designs, unregistered Community designs as well as any pending applications, the UK trademark authority has agreed to take following measures: Read more

Tuurna