IFLR 1000
The Guide to the World's Leading Financial Law Firms

The picture in the M&A market has been quite positive, especially at the mid-market level. The 2008 Companies Act has had a good effect on business and government subsidies for hi-tech start-ups has also been driving small to medium sized transactions.

On the big ticket side of things, partners tend to agree that things are looking as normal as they could be. Public M&As have been quiet but private M&As across a variety of industries have been good, though often related to divestments from distressed parties.

One of the largest straight forward M&As in 2010-11 was DNA's acquisition of Wellho from the Sanoma Group for €200 million. Renesas Electronics acquired Nokia's wireless modem business for $200 million, Royal Dutch Shell Nordic sold its refining and marketing divisions to St1 Group / Keele for $640 million and UPM-Kymmene Corporation acquired Myllykoski Group and Rhein Papier for €900 million.

Private equity also had a good run of transactions at the €100 million mark.

Looking ahead, some partners highlight healthcare as a potentially busy sector. "There will be quite big activity with healthcare segmenting in to different businesses. The demand is there and expectation deep, but you can't finance it with more taxes, you have to include private sector, and at the moment private only does 5% of the provision."

Hannes remains a sure bet for top tier M&A support and according to one peer it sits "in a very strong position" in the market. Having said that there are some changes that need noting. Through 2010-11 the firm lost five partners (Markus Engberg, Alexander Bargum, Juhani Mäkinen and most recently leading – in October 2011 – lawyers Carl-Henrik Wallin and Mathias Lindqvist) and five associates. While market reaction to the moves in mid-2011 is summed up by one peer’s assertion that "they are still leaders in the market" only time will tell what effect the October departures may have.

Of the departures, Bargum joined the family business and Mäkinen's was a planned retirement, both of which gave the firm time to prepare. Engberg left to join corporate boutique Hästö & Salingre and Wallin left in October 2011 to launch new corporate finance law firm Avance. Wallin was subsequently joined by Matthius Linqvist, who had temporarily been promoted to head of private M&A.

The firm turned over a number of strong deals through the period. Lindqvist and Johan Aalto led a team to advise Renesas Electronics on its $200 million acquisition of Nokia's wireless modem business and a cross-office team also acted as Finnish and Swedish local counsel to Shell on the $640 million sale of a majority stake in its refining and marketing divisions to Keele. Again flexing regional muscle, another cross-office team advised Pohjola on a string of transactions including its sale of Pohjola Capital Partners, the acquisition of 40% stake in Access Capital Partners Group and subsequent the sale of Pohjola Private Equity Funds to Access Capital.

In another deal, the firm represented Myllykoski and Rhein Papier on the sale to UPM-Kymmene. Christoffer Charpentier, Sten Olsson (head of private equity) and Outi Raitasuo led on some of the deals. The transactions are easily some of the most high profile in the Finnish market.

Roschier continues to have a steely grip on the top rung of the market and in a year of changes (looking at competitors and Roschier’s investments in Sweden), the team has remained pretty stable. The only, but notable, loss to the firm came late in the year (October 2011) with the departure of leading lawyer Ulf-Henrik Kull to launch a new firm called Avance. Kull left behind Jon Unnérus, who has an especially strong reputation, Christian Wik and Toni Siimes as the big names for M&A. Between the three of them the firm closed a number of big transactions.

In key mandates, the firm advised Carlson Wagonlit Travel on its acquisition of Kaleva Travel and Nokia on the $200 million sale of its wireless modem business to Renesas Electronics. The team also advised 3i Group on its sale to OneMed Group and Terveystalo Healthcare on its acquisition of ODL Terveys.

Borenius is best known for its expertise in private equity (PE) and fund related work. Among its PE clients the firm counts CapMan, Paroc, Langholm Capital, Pamplona Capital Management and OpenGate Capital. As the PE market picks up, Borenius' presence will also.

The firm also has an active practice advising national clients and has been trying to increase its share of private M&A and cross-border mandates. Ari Kaarakainen heads the M&A and PE practice. His management role takes him off the front line a bit where partners Jyrki Tähtinen, Jari Vikiö and Ari-Pekka Saanio are seen leading on deals.

In recent work, the firm represented CapMan and the minority shareholders of OneMed on the sale of OneMed (a medical supplies company) to the LSE listed PE group 3i. The firm also advised CapMan alongside Langholm funds and the minority shareholders of cosmetics and beauty products company Lumene on the latter's restructuring, ownership overhaul and financing.

In another transaction, Saanio led a team to act for OpenGate Capital on its acquisition of paper and wood-based product manufacturer Kotka Mills from StoraEnso for €24 million. In a final deal, Vikiö advised Farmos, owned by CapMan and Langolm, in the sale of their shares to KiiltoClean.

At the time of writing the firm was representing Fortcom energy in sale of shares to Fingrid for several €100 million.

Castrén is working hard to take market share in M&A. The firm is possibly better positioned in banking and finance work, however the corporate team, led by Jan Örndahl, with Jan Kuhlefelt also taking the lead on some of its recent mandates, had a relatively strong 2010 and has a good pipeline of projects involving at least one large public M&A deal.

In terms of head count, the entire firm is now the second biggest in the market. Half of its turnover comes from cross-border deals and in February 2011 it increased its partnership with the promotion of Johannes Piha.

In November 2010 the firm closed a deal for Ireland-based CRH, which divested its Finnish company Thermisol, as part of a Europe-wide divestment of its insulation businesses, for €120 million.

In December 2010 the firm also closed a deal for the acquisition of Aktiv Kapital group's debt collection business, which includes its Finnish business Aktiv Kapital. The acquisition value was just shy of €47 million.

Dittmar & Indrenius' corporate team is led by the well-known Anders Carlberg along with leading partner Jan Ollila, who is highly ranked by commentators for his quality of work. Peers see the firm as having a young and small team with a strong litigation practice. "The dedicated M&A lawyers there are very good and thorough," says one competitor.

In October 2010 the firm added a new senior associate in tax specialist Kai Holkeri from PricewaterhouseCoopers (PwC). Associate Wilhelm Eklund appears on most transactions.

In April 2011, the firm closed a deal for the Swedish listed Ratos, which acquired Finnish film theatre group Finnkino for €116 million. Ollila advised Finnish media company and directories group Fonecta on its acquisition of offline and online business assets (including the Yellow Pages trade mark) from its competitor Eniro.

Elsewhere, Carlberg helped global company Amazon in an acquisition of a Finnish R&D company and Aurubis on the Finnish aspects of its €200 - 250 million acquisition of Luvata Group's rolled products business.

White & Case recently swelled the ranks of associates in its corporate practice with six new recruits taken at the end of 2010. Among the new associates are former New York-based Sullivan & Cromwell associate Benjamin Tuiskula, Anna Huilaja who joins from Roschier, and Olli Sailas from Castrén & Snellman.

The firm now has 30 lawyers in Helsinki, many of whom work on corporate and M&A. "Quality, cross-border and especially with capital markets," says one peer. Others say the firm is strong among industrial clients. Timo Airisto leads the team.

In one of the market's biggest deals, the firm advised UPM-Kymmene on its €900 million acquisition of Myllykoski Group and Rhein Papier. The deal included financing and the restructuring of the two purchased companies and involved two banking syndicates, German, UK and Finnish law and negotiations with different groups of owners. White & Case drafted and negotiated the two purchase agreements, restructuring and lock-up agreements, acquisition facilities and working capital facilities.

In other deals, the firm advised American Superconductor Corporation on its €190 million acquisition of The Switch Engineering and Huhtamäki on the sale of its European rigid plastic consumer goods packaging operations to Island Acquisitions for €52 million.

In a final deal, the firm helped Sanoma Group on the €116 million sale of its movie operations in Finland, Estonia, Latvia and Lithuania to Swedish private equity company Ratos.

Bird & Bird's M&A practice is spearheaded by Matti Ylä-Mononen, Jori Taipale and Harri Hynninen. The firm corners the market in the high-tech sector.

Through 2010-2011 it clinched at least one of the market's highest profile deals when it advised Finnish energy company St1 Group / Keele Group on its $640 million acquisition of Royal Dutch Shell's Finnish and Swedish operations, which includes Shell's bulk fuel business in Finland. The firm flexed its cross-border muscle in this deal, involving its offices in the UK, Sweden and Poland.

In June 2010 the team closed a deal for Finavia Corporation and its subsidiary Airpro, in its acquisition of RTG Ground Handling: a baggage handling company that operates in all of Finland's 25 airports. The firm also advised Juuranto Invest, the owners of the country's largest business travel agency Kaleva Travel, on the sale of its entire shareholding to the global travel business Carlson Wagonlit Travel.

In a fourth deal, Hynninen led a team to help private equity firm Vaaka Partners acquire of the whole share capital of Finnish company Nesco Group for €23.5 million. In 2011 the firm was also busy advising US clients selling the "Angry Bird" software downloaded onto Apples iPhones.

Krogerus is different to its competitors in that it has offices all over Finland, however lately it has also been cultivating a cross-border and international image.

Competitors invariably compliment some of the firm's lawyers as "excellent people" or "terrific individuals". It had a strong year, growing by 17% in turnover with a 45% growth in the private equity and M&A departments. Through 2010-11, it also hired extensively in finance, pinching more junior lawyers from Waselius & Wist, LMR and White & Case.

According to a private equity client: "They are first tier for us. They compare to the first tier M&A lawyers but they are younger so maybe more dynamic. They have Mika Ståhlberg who is my favourite of all the firms and one of the top in the country, and they also have Samuli Palin and Marcus Möller". Another private equity client agrees and rates Ståhlberg as the top M&A lawyer in Finland.

The firm pulled of quite a coup by clinching one of the major deals of the year in the Finnish market when Ståhlberg led a team in advising DNA on its €200 million acquisition of Wellho from Sanoma. The deal was the second largest M&A in Finland in 2010.

The firm acted as lead counsel to Intera Equity Partners on its cross-border buy-out of Sweden-based Polarica and through 2010 advised Verdane Capital VII on a number of acquisitions of minority and majority interests in various industrial and technology companies in Scandinavia. In a fourth notable transaction, the team advised HK Scan alongside Danish firm Plesner on an €80 million cross-border acquisition of Rose Poultry in Denmark.

Waselius & Wist gets a fair share of cross-border, private equity and M&A work. The firm is best known for its involvement on international deals and good international network, which exposes it to some very large corporate transactions.

In September 2010 the firm provided Finnish legal advice to Visma group and its owner HG Capital on the acquisition by KKR of a 76.9% stake in Visma for and global total of €1.4 billion. The firm also acted as local counsel to Triton on its acquisition of the bar, tube and ring businesses of the steel company Ovako Group, including 12 production sites in Finland and Sweden.

Lauri Peltola advised Mediq on its €85 million acquisition of Oriola-KD's healthcare trade business, while Jan Waselius acted for Norwegian Property on the Finnish aspects of the divestment of shares in Norgani Hotels to Pandox. The global value of the acquisition was €1.1 billion.

LMR merged in September 2011 with Peltonen Ruokonen & Itäinen to form Peltonen LMR. The lead partners for corporate and M&A work at legacy LMR were Petri Morelius and Ilkka Leppihalme, supported by a team of associates.

The firm acted for a mix of different clients in M&A transactions and one of its top deals saw Leppihalme advise North European Oil Trade (NEOT) and its main shareholder SOK in its acquisition of the fuel procurement operations of Shell in Finland. Another large deal saw Morelius advise a Canadian individual in connection with the sale of a stake in holding company of RMT Robotics to Cimcorp and a subsequent acquisition of 20% of the shares in Cimcorp.

Elsewhere, the firm was engaged by private equity firms. Among them was Pontos Group, which the firm advised on a €20 million equity investment through a directed share issue in Valmet Automotive.

Juridia Attorneys-at-law's corporate department is led by Tero Routamo with partners Mika Taberman and Kimmo Oila doing a lot of the leg work and leading deals. Over the last couple years the firm has had a steady growth, specialising predominantly in advising national clients on mid-sized M&A and restructurings.

In recent work, the firm advised the Ruukki Group on its tender offer to acquire the entire share capital of Aim-listed Chromex Mining for £37 million. The acquisition, which was closed in January 2011, completes Ruukki's vertical integration with its South African business as well as increasing Ruuki's capacity.

In a second significant deal, Oila advised the shareholders of Process Vision, one of the country's leading energy data management companies, on its sale to Herkules Private Equity Fund III and Elis Holding for just shy of €50 million.

KallioLaw is an eight-strong team led by Jukka Kallio, which covers a wide range of corporate law areas including M&A, mining, technology, IP and finance. It is best placed in the Finnish market with regards to advising national companies and has a good presence on midsize private equity transactions.

In recent examples of work, the firm advised a fast growing Finnish company Nebula in its sale through tender offer, a local company on its acquisition of Real Networks (which was in the process of divesting) and a client on the acquisition of IRC Galleria, a Finnish social media networking site aimed at 15-24 year olds.

A new venture with such senior names behind it is relatively rare in Finland and only time will tell how this firm will carve out a niche for itself, but on paper it undoubtedly has an impressive line-up of individuals. Avance was launched in October 2011 by former Hannes Snellman partner Carl-Henrik Wallin and Roschier partner Ulf-Henrik Kull, who are often considered two of the country’s leading M&A lawyers. At the time of the launch the firm also counted on partner Ilkka Perheentupa, who had joined from Goldman Sachs  New York. Perheentupa had cut his teeth at Hannes Finland and Latham & Watkins London between 1998 and 2006 before joining Weil Gotshal & Manges New York as a senior associate (2006-10).

By November 2011 the firm boasted an eight-partner line up, having added real estate and energy partner Christoffer Charpentier and M&A partner Mathias Lindqvist from Hannes Snellman. “[He is] very good and has all the signs of a future star", says one competitor of Lindqvist.

Other names at the firm include Sari Wallgren, a former banking and finance senior associate at Hannes (2003-2011); Elisa Heinonen, a former Roschier senior associate (with short stint at Slaughter and May Paris) specialising in public M&A and equity capital markets; and Erkki-Antti Sadinmaa, another former senior associate from Roschier (2005-11) active in private equity and M&A. Each of them took a step up the rung to join Avance as partners. The firm has two associates in Björn Söderblom and Anders Floman.