Transactions

The M&A work of publicly listed companies and private corporations represents a significant proportion of our daily activity. Because we commit ourselves to each project, Merilampi is considered to be one of the most reliable and competent advisors in the field of M&A.

We use our experience and ability to see the big picture to take care of all kind of transaction efficiently and with success. Our merger and acquisitions team has gained experience in many high-level and complex transactions that have involved both domestic and international clients.

As a rule, M&A transactions involve a variety of legal areas such as competition, environmental, intellectual property and IT. We make sure that in M&A transactions our specialists are always involved to the extent required in order to secure the best possible expertise for our clients.

Services

• Public tender offers and mandatory redemption offers
• Mergers, de-mergers and restructurings
• Acquisitions and divestments of significant equity holdings
• Corporation acquisitions and divestments
• Public to private transactions
• Business acquisitions and divestments
• Outsourcing arrangements
• Shareholder agreements
• Founding of joint ventures
• Legal due diligence investigations in various business transactions

Due Diligence

Legal due diligence forms an integral part of our services. Careful and well-planned legal due diligence investigations provide essential information that is needed in order to evaluate the object of any transaction and ensure that the purchaser is fully aware of any eventual legal risks and possible obstacles to the consummation of the transaction. Thus, it serves the interests of our clients during negotiations and in the implementation and in the integration phases of the transaction.

A properly conducted investigation requires in-depth expertise in various areas of law. Our specialists ensure that legal due diligence investigations are conducted in a way that is both efficient and cost-effective.

Services

• Public tender offers and mandatory redemption offers
• Mergers, de-mergers and restructurings
• Acquisitions and divestments of significant equity holdings
• Corporation acquisitions and divestments
• Public to private transactions
• Business acquisitions and divestments
• Outsourcing arrangements
• Shareholder agreements
• Founding of joint ventures
• Legal due diligence investigations in various business transactions

The financial sector and capital markets are rapidly changing, and therefore the associated legal work is multifaceted and demanding. In addition to being bound by laws and regulations, financial services companies are regulated and restricted by self-regulation and rules set by supervisory authorities.

An advisor is required to have special expertise and extensive, up-to-date knowledge. Our experienced team specialised in capital markets has the vision and expertise required to seek and achieve the optimal result for each client.

We work in close cooperation with the supervisory authorities, such as the Financial Supervisory Authority, representatives of the NASDAQ OMX Exchanges and investment banks. This enables us to effectively advise our clients, allowing them to concentrate on achieving their business goals.

Services

• Public offerings of debt and equity securities
• Listings and delistings
• Public offers
• Share swaps
• Acquisitions and conveyances of a company’s own shares
• Private equity and venture capital transactions
• Questions related to disclosure requirements of listed companies
• Questions and measures related to insider regulations
• Offering and marketing investment services

Banking and financial activities and investment services are strictly regulated. A fundamental understanding of regulations and practically applied knowledge are the basic principles of our expert banking and finance services.

Through experience, our attorneys have acquired in-depth knowledge of the legal issues surrounding banking & finance and investment services. We have a long history of successfully representing domestic and Nordic banks and investment firms, as well as other financial institutions.

Our clientele consists of domestic and international public and private limited companies, credit institutions, investment firms, fund companies, financial institutions and investment banks.

Services

• Corporate lending
• Mezzanine finance
• Acquisition finance, real estate finance and structured finance
• Security arrangements
• Escrow agreements and related arrangements
• Financial sector and investment services license applications
• Issues related to the legal regulation of the financial sector and investment services

Private equity is characterised by the need to balance risks and rewards. Attorneys working in private equity need to be not only skilled at managing a large amount of knowledge but must also possess a strong business sense and ability to execute matters efficiently.

Our attorneys are experienced in a multitude of domestic and international structural arrangements of private equity and venture capital funds and management companies, as well as in questions relating to investment services. Merilampi’s private equity team serves both equity market players and target companies. Our services cover the entire life cycle of the investment, starting from establishing the company to its structural arrangements and exit strategies. Our proactive way of working ensures that our customers are up to speed with the latest changes in the regulatory framework of private equity matters.

Services

• Establishing private equity and venture capital funds and management companies
• Fund structures and agreements
• Questions relating to investment services under the Securities Market Act
• Investment agreements with domestic and international funds
• Seed, venture capital and buy-out arrangements
• MBO and MBI arrangements

Real estate transactions have become increasingly complex and international. This is why experience and deep understanding of the real estate business and construction projects are integral to successfully performing assignments.

Our lawyers specialising in real estate transactions are some of Finland’s most experienced in their field. Our expertise is based on the successful completion of numerous transactions and financings of property complexes. We regularly participate in the largest real estate transactions in Finland. Also, our knowledge in the construction business supports the efficient management of real estate transactions.

Our client base includes among others insurance companies, real estate funds, real estate investors, construction companies, real estate development companies and industrial users of real estate.

Services

• Sale of property companies, real estate and real estate portfolios
• Sale and leaseback arrangements
• Real estate development projects
• Founding real estate funds
• Drafting rental agreements
• Agreements relating to real estate management and real estate
• Legal due diligence in real estate transactions

Our specialists manage all corporate advisory matters competently and efficiently. For example, we have represented our clients in the-most-complex cross-border mergers in Europe. Our top priority is always supporting the client’s business in the best way possible.

Our expertise is based on regular practical experience in the corporate advisory of large companies and from our specialists serving as chairmen in the general meetings of listed companies. We were closely involved in preparing and developing the new Corporate Governance code for Finnish listed companies. Our lawyers were also extensively involved in preparing the Finnish Companies Act, which regulates limited liability companies.

Services

• Corporate Governance
• Company law advice and legal opinions
• Disclosure obligations and market communications (incl. flagging notifications)
• Providing advice and training on insider issues
• Advice on applicable Stock Exchange rules and regulations
• Preparing and chairing Annual and Extraordinary General Meetings (especially listed companies)
• Corporate restructurings, mergers and demergers (including cross-border arrangements)
• Code of Conduct, Compliance Policies and Working Orders
• Share issues (Private Placements, IPOs), bond issues, and their listings, and other capital arrangements (e.g. public mergers and demergers)
• Share based incentive schemes
• Board and corporate liability issues
• Public takeovers

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Construction and real estate development projects are regulated by various laws and statutes. Investments and risks are often substantial, and, therefore, wide-ranging yet practical legal expertise is required.

The expertise of our experienced team of lawyers is utilised by private and public sector property owners, developers, contractors, financiers and consultants in a variety of construction and real estate development projects.

Services

• Procurement advice and project management
• Drafting and negotiating construction contracts, warranties and guarantees
• Project finance
• Securities at the construction stage
• Project advice and risk analysis
• Zoning
• Dispute avoidance and litigation
• Contract litigation, arbitration and mediation
• Environmental law
• Real Estate Transactions