Doing business in FINLAND Your legal Guide 2 3 FOREWORD 4 AN INTRODUCTION TO FINNISH BUSINESS CULTURE 7 A CORPORATE COUNSEL’S VIEW 8 EMPLOYMENT LAW 10 TAX LAW 14 ENVIRONMENTAL LAW 18 WIND ENERGY 22 MARKETING AND CONSUMER LAW 26 REAL ESTATE OWNERSHIP 28 INVESTMENT FUNDS & INVESTMENT FIRMS 32 THE INNOVATION SYSTEM 3 CONTENTS 35 BANKING AND FINANCE 37 CHOICE OF LEGAL ENTITY 41 ANTITRUST 42 DATA PROTECTION 46 DISPUTE RESOLUTION 2 3 EMPLOYMENT LAW 8 TAX LAW 10 ENVIRONMENTAL LAW 14 Foreword WIND ENERGY 18 MARKETING AND CONSUMER LAW 22 REAL ESTATE OWNERSHIP 26 INVESTMENT FUNDS & INVESTMENT FIRMS 28 THE INNOVATION SYSTEM D ear Reader, 32 If you’re interested in doing business in Finland, but want to know more about the legal environment, BANKING AND FINANCE this guide is for you. Our team of legal experts has identified what they consider to be the most 35 important topics for a business new to Finland, and written a short introduction to each area of law. Maria Wasastjerna The guide is intended simply to give you an overview, rather than a comprehensive analysis, and if Nokia CHOICE OF LEGAL ENTITY you’re looking for more information, all of the authors’ contact details can be found next to the article Maria Wasastjerna is a Senior Legal they’ve written. 37 Counsel working with competition law matters at Nokia. Prior to joining Nokia, Maria worked at Roschier Attorneys, The guide has been prepared in a way that gives you the option of reading from cover to cover, 41 ANTITRUST a leading Nordic law firm, doing EU or simply skipping to the specific article that is of interest to you. To make this possible, some and competition law. Her professional information has been repeated when it is highly relevant to several different chapters in the guide. DATA PROTECTION experience includes working at the European Commission’s DG Competition, On behalf of the Legal Committee, I hope this guide helps you successfully navigate the Finnish the US Federal Trade Commission in market and legal environment. On behalf of all members of Amcham, welcome to Finland! 42 Washington DC, and the law firm Cleary DISPUTE RESOLUTION Gottlieb Steen Hamilton in Brussels. Maria has also worked in a Finnish Sincerely, 46 technology start up in online advertising as the company’s Head of Legal. She is a Maria Wasastjerna, Nokia qualified lawyer in Finland and New York (member of the New York State Bar). Chair of the Legal Committee 4 5 An Introduction to Finnish Business Culture Michael Student Sullivan & Worcester I have the pleasure of sharing with you some thoughts and observations about dealing with Finnish people, based on more than 25 years’ experience. Some preliminaries – I confess to a bias. I am a great admirer of the country, its people, its businesses and culture. Despite that, I hope that the following will help readers whose familiarity with Finland and its people is limited. Any commentary such as this must rely on generalities. With any culture, as time passes and the world becomes a smaller place, particular distinctive characteristics may evolve or diminish. Lastly, the opinions, advice and theories below are mine only, and I do not purport to speak for Amcham. A WORD ABOUT SILENCE I have heard Finnish people described as reserved, stand- take what you say seriously. You should also listen to them offish, stiff, and difficult to engage. I think that is a complete with that in mind. That does not mean social conversation misconception. One can find such people in Finland, the or humor are off limits (more on humor below). Nor does U.S. and elsewhere. To me, using these terms to describe it mean that Finnish people are not friendly, warm and Finnish people generally is incorrect. It misses something hospitable. They are. Over time, you may find, as I have, that is more subtle, interesting, and worthy of your thought. that people in Finland become some of your most valued, Finnish people have a strong connection to nature. You important friends anywhere. may hear people speak of summer cottages by lakes in the woods, spending time in Lapland and other outdoors- SOME ATTRIBUTES AND CHARACTERISTICS related activities. To many Finns, an important attraction is the peaceful, quiet environment they find there. Silence is something to be appreciated and enjoyed. People Honesty, openness, reliability and straight forward are comfortable with it, even in the company of others. communication – These terms are often used to describe Consequently, it is not necessary to fill the silence just Finnish people. I have found them accurate. It is natural for to avoid it, and if a person says something, it is expected Finnish people to tell the truth, communicate directly and that they have something to say. You don’t need to be openly, and get to the point. What you hear is likely to be paranoid about making sure your every word is profound, correct and uncolored by “shading” that makes it literally but recognize that it is alright not to say anything, and correct, but not completely accurate. In a meeting, the understand that when you speak, people will listen and introductory small talk is often brief, but pleasant, before 4 5 Honesty, openness, reliability and straightforward communication These terms are often used to describe Finnish people. turning to business. In a negotiation, you may not hear a long introduction to the point the speaker wants to make. Do not take this behavior for disinterest in your perspective, for impatience, or for lack of thought and consideration. Remember about silence, and consider that the direct approach may also reflect respect for your time. You will typically find openness to negotiation and compromise. Finnish businesses will bargain, and they may drive hard bargains. But ultimately, win- win solutions, achieved without theatrics or tactics, are regarded as a more desirable and effective than zero sum outcomes. Finnish businesses are also likely to stick to the deals they make, even if the deal does not work out as anticipated. A trusting nature often accompanies an honest nature. Relative to Americans, Finnish people have at times shown a lower degree of skepticism. Scammers have sought to take advantage of this, and the internet and greater availability of information that come with it have impacted this for better and worse. If you are advising a Finnish company, and you think a degree of skepticism is appropriate in evaluating an offer or opportunity, you should politely encourage it. Matters of principle are important. It can be difficult to reach compromise on issues that are viewed as implicating fundamental values or basic moral, ethical behavior. Make sure you have as much information as possible. We are accustomed to evaluating a position within a somewhat broader context than we may be given at first. While your counterpart or client may give you some background to their concern or position, you may need to probe a little more deeply. Do it gently and explain it, so it is not misinterpreted as seeking to obtain company secrets or gain unfair advantage. Modesty – Finns rarely trumpet their own or their businesses’ achievements. It has been stated that Finns are not good at selling. There may be some partial truth to this, although it is changing. Certainly, the kind of hyperbole and high 6 7 Modesty Finns rarely trumpet their own or their businesses’ achievements. volume that we often see in the U.S. market are apply the lessons to the next situation. not typical for Finnish businesses. When used on a Finnish audience, those techniques may fail to Humor – Finnish people have excellent senses impress, and they may impact your credibility. of humor. Know your audience, and be sensitive You don’t need to abandon your selling methods to cultural differences. But for the record, the altogether, but try to support your pitch with two best and most creative practical jokes I have concrete data, such as market position, industry heard of were conceived and executed by Finns (I recognitions, and other facts. was the victim of one of them). Decision-making – Business people are ETIQUETTE AND POINTERS generally ready to make decisions that are within their own “jurisdiction.” Unless a particular approval (board, senior management, etc.) is Many of these points are universal, but, needed, you will generally encounter prompt consistent with the above, you are not likely to and practical decision-making. That does not find Finnish people overly formal or focused on mean consensus and buy-in do not matter. Humor elaborate customs or behaviors. The small talk There is a spirit of collaboration within business Finnish people may be limited, but again, don’t take that as a sign organizations. However, practical, closure- have excellent of impatience or disinterest. Building trust is a oriented deal-making is more the norm than senses of humor. process – it doesn’t happen overnight. But once long, elaborate, approval processes. And when lost, it is difficult to regain. Make appointments results show that the decision was not the best and confirm them. Be on time. If you have an that could have been made, second-guessing unavoidable delay, let your host know. Don’t and finger-pointing tend to be rare. Rather, the assume it is fine for your meeting to run over, objective is to learn from what went wrong and and try to develop a feel for when it is time to wrap up. If you are asked to provide services or respond to an inquiry, let the other party know About the author when you expect to get back to them and update them about delays.