A seat in the board of directors is not just a position of trust
What risks does a seat in the Board of Directors of a financially struggling company involve and ways to avoid and prepare for them. Opening words Seat in the Board of Directors in a limited liability company is no longer a mere position of trust. It involves statutory duties and responsibilities. These are particularly highlighted […]
Acquisition of own shares in a limited liability company
A limited liability company may acquire and hold control of its own shares. The provisions relating to own shares are set out in the chapter 15 of the Limited Liability Companies Act. Acquisition of own shares refers to a situation in which a company acquires its own shares from its shareholder for compensation by mutual […]
Trade Secrets and Employee Secrecy Obligation In Finland
Trade secrets regulation was unified by the Trade Secrets Act, which came into force in 2018. In addition, the protection and secrecy of trade secrets has been regulated by a number of different laws such as special legislation for healthcare professionals and auditors. Trade secrets are also protected criminally as corporate espionage, breach of corporate […]
Dissolution of a limited liability company and its taxation
When an entrepreneur quits his business voluntarily, he usually seeks to sell his company. Often, however, the buyer wants to buy only the business, leaving the entrepreneur with an old limited liability company, where the largest asset is the transaction price obtained from the disposal of the business. Sometimes the business is also identified with […]
Demerger of the Limited Liability Company in Finland
In this article demerger refers to the demerger regulated in Chapter 17 of the Limited Liability Companies Act (Companies Act, 624/2006). A demerger is a corporate restructuring in which a business is divided into different components. A demerger allows e.g., a large company, such as a conglomerate, to divide its various business units to create […]
Non-Competition Clauses in Finnish Employment Contracts will become very expensive from 1.1.2022 onwards
With the objective of mandating employers to pay compensation to employees for all non-competition agreements, the Finnish Government has proposed amendments to the Employment Contracts Act (the “Act”) and the Seafarers’ Employment Contracts Act effective as of 1 January 2022. The amendments would create a significant risk of increased expenses to employers, above all to […]
Right of Squeeze-out under the Finnish Companies Act
According to the Finnish Companies Act, a shareholder with more than nine-tenths (9/10) of all shares and votes in the company (the redeemer) has the right to redeem the shares of the other shareholders at the fair price (right of squeeze-out). The minority shareholder shall have the corresponding right to demand that the shareholder’s shares […]
Termination of an employment agreement under the finnish law
The Finnish employment law is based on the concept of contract employment, not at-will employment like, for example, in the United States. Henceforth, the parties of the employment contract cannot change the terms of the contract unilaterally, nor can the employer terminate the employment contract without valid grounds. The termination and cancellation of the employment […]
Managing Director´s Agreement in the Finnish Legal System
Managing Directors of limited liability companies are not considered to be employees and thus do not enjoy protection under the Finnish labour law. The Board of Directors of a limited liability company is entitled to dismiss the Managing Director of the Company solely based on lack of confidence and without any obligation to pay compensation […]
Revised Arbitration Rules of the Finland Chamber of Commerce as of 1 January 2020
A summary of revisions FAI rules. This is how it should work in theory. I filed in January a Request for Expidited Arbitration under new rules. I may write on how they work in practice and councels experience of these later in the Summer. The Finland Arbitration Institute, FAI Arbitration Rules and the Rules for Expedited Arbitration were fully […]