Takeover Code

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Helsinki Takeover Code 2022

The Securities Market Association maintains the Helsinki Takeover Code. The purpose of the Takeover Code is to promote the development of good securities market practice and to guide the procedures followed in takeover bids and mergers.

The Helsinki Takeover Code 2022 in English

pdf 558 KB

Ostotarjouskoodi 2022 suomeksi

pdf 652 KB

Kod för uppköpserbjudanden 2022 på svenska

pdf 633 KB

The Takeover Board’s recommendations and application instructions and previous versions of the Helsinki Takeover Code can be found at the bottom of this page.

About the Takeover Code

The goal of the Helsinki Takeover Code is to standardise the procedures followed in takeover bids and mergers in Finland and in this way promote the legal protection of the parties in the transaction.

A further aim of the Helsinki Takeover Code is also to promote the development of good securities market practice. In addition to the actual recommendations, the Takeover Code contains a comprehensive list of procedures and best practices that can generally be considered appropriate and fair for all parties to the transaction.

Compliance with the Takeover Code is partly based on the provisions of the Finnish Securities Markets Act and the comply or explain principle. This means that if a party to a takeover bid does not comply with the recommendations of the Helsinki Takeover Code, the reasons for this must be justified.

The latest version of the Helsinki Takeover Code entered into force on 1 October 2022. In the most recent version, the scope of the Takeover Code was extended to include takeover bids made on a multilateral trading facility (MTF) and mergers in which the merging company is a Finnish limited liability company, the shares of which have been admitted to trading in Finland on a regulated market or, at the request or with the consent of the target company, on an MTF.

The Takeover Board interprets and issues recommended decisions and opinions on the application of the Helsinki Takeover Code upon request or on its own initiative.


Requesting a recommended decision

The Takeover Board interprets and issues recommended decisions on the application of the Helsinki Takeover Code upon request or on its own initiative.

Secretary of the Takeover Board

Ville Kajala

Ville Kajala

Senior Advisor, Finland Chamber of Commerce

+358 50 376 1460


Application instructions

Application instructions and opinions (in Finnish)

Q&A on the application of the Helsinki Takeover Code 2022 (updated 25 November 2022)

pdf 35 KB

Recommended decisions

Recommended decisions by the Takeover Board and the M&A Advisory Board of the Finland Chamber of Commerce (in Finnish)

Takeover Board 1/2023: Application of recommendation 15 of the Takeover Code

pdf 218 KB

Takeover Board 1/2022: Application of Chapter 11, Sections 24 and 25 of the Securities Markets Act

pdf 237 KB

Panel on Takeovers and Mergers, 11 May 2009: Obligation to facilitate the realisation of a bid

pdf 103 KB

Panel on Takeovers and Mergers, 11 May 2009: Quality of the merger consideration

pdf 93 KB

Panel on Takeovers and Mergers, 4 December 2007: Arrangement between Kasola Oyj and John Nurminen Oy

pdf 117 KB

Previous versions of the Helsinki Takeover Code

Helsinki Takeover Codes 2006–2014 (in Finnish)

Helsinki Takeover Code 2014

pdf 406 KB

Recommendation of the Panel on Takeovers and Mergers of the Finland Chamber of Commerce 2006

pdf 578 KB

Printed copies of the code can be ordered here.