Commercial Transactions and International Trade

Commercial transactions are an integral part of today's thriving economy.  In the global world, purely national contractual relationships have evolved; often with international cross-border elements.

We assist clients active in various industrial sectors with commercial transactions and international operations. We provide in-depth assistance in national and international contractual risk management, tailored contract drafting, and with the selection of the most advantageous trade terms. We work in close co-operation with the client to achieve not only the best legal results, but also the most favorable and sustainable business outcome.

We advise our clients on various commercial contracts including:

• Purchase and supply.
• The sale of products, services and systems.
• Distribution and agency issues.
• Joint Venture agreements.
• Licensing and franchising.

Some are global, some are local. Whichever the case, we are here to support you.

As examples of our work, we have assisted:

• A Finnish subsidiary of a multinational company with its project to supply a power plant to Asia. Value approximately EUR 100M.
• A Finnish subsidiary within a Scandinavian group to prepare and complete a transaction for a bank guarantee. Value in excess of USD 50M.
• Foreign and domestic clients on numerous cross-border transactions, such as industrial supply, joint venture agreements, distribution, licensing, and the sale of products, services and systems.
• We also have participated in negotiations, and have prepared and drafted contracts for our clients’ commercial activities regarding technology transfer and intellectual property issues.
• We have reviewed and negotiated documentation relating to financing, venture capital investments and similar transactions.

Mergers & Acquisitions

Kauttu & Co represents corporate clients, institutional investors, individuals, and others in acquisitions and other transactions involving the purchase or sale of businesses. We prepare documentation and draft agreements, and we participate in negotiations for stock and asset acquisitions, mergers, reorganizations, and other business amalgamations.

We have worked successfully with public and private companies and other clients for example on:

• Negotiated stock, asset and merger transactions.
• Due Diligence.
• Leveraged buyouts.
• Joint ventures.

As examples of our work, we have assisted:

• A multinational US based company to buy stock in a Finnish technology company, value in excess of  EUR 10 M.
• A group of Finnish corporations and entities to sell stock in a Delaware corporation to a US buyer, as well as advising them regarding related taxation issues. Value in excess of USD 30 M.
• An Italian multinational corporation to buy stock in a Finnish company from a Finnish subsidiary of a German group, as well as assisting with the related merger, financing, and other transactions. Value approximately EUR 20 M.
• A number of other stock and asset acquisitions, such as a Finnish company being acquired by a foreign or another Finnish company.
• A number of transactions, such as a Finnish company acquiring stock or assets of a foreign or another Finnish company.

Corporate Law

We provide corporate law services for our clients and advise them on corporate governance issues. Our lawyers assist companies to complete initial public offerings and the listing of shares. We offer legal services regarding corporate transactions, capital markets, and corporate finance. We assist companies in internationalizing their businesses by forming subsidiaries, branches, or divisions in other countries.  

Our clients operate in a diverse range of industries, including technology, machinery, energy, manufacturing, retail, food production and beverages, construction and real estate, and transportation.

Our services include:

• choice of entity and entity formation.
• forming a subsidiary, branch or division.
• joint ventures.
• legal opinions.
• board of director meetings, structure and succession issues.
• shareholder meetings, proposals and proxy matters.
• corporate compliance, conduct and policies.
• capitalization and share issue.
• restructuring and reorganization.
• investor relations.
• executive compensation and benefits.
• internal investigations.

Technology Commerce and Intellectual Property

Kauttu & Co represents companies during all stages of their growth, from start-ups and emerging growth companies, to multinational public corporations. Our clients are active in a diverse range of industries, including software and ICT, life science and health care technology, energy and clean technology, manufacturing and machinery, as well as design, fashion and retail.

We help high-tech companies in developing tomorrow’s technologies and managing risks arising from intellectual property issues. We participate in negotiations, as well as preparing and drafting contracts for our clients’ commercial activities regarding technology transfer and intellectual property issues. We assist domestic and foreign clients with advice regarding licensing, distribution, resale, and the sale of products, services and systems.

As an example of our work, we have assisted a Finnish high-tech firm to develop a protection strategy, and to commercialize its technologies on an international growth path, taking the company from an emerging business to public ownership. Value in excess of EUR 20 M.

EU and Competition Law

Competition law is one of the most integrated practice areas of law. It is strongly connected to EU law and can affect businesses at both the domestic and EU levels. Competition law is designed to promote free and fair competition, to allow entry to new markets, and to prevent the use of anti-competitive strategies such as predatory pricing.

At Kauttu & Co, we focus on assisting our clients with competition law issues related to complex public and private transactions, including private enforcement of competition law. We advise our clients on trading and compliance matters, and represent them in private damage claims arising from competition law infringements.

 

Public Procurement and Contracting

The complex nature of public procurement where EU-law and competition law are applicable, often requires high-quality legal expertise. With up-to-date regulatory knowledge, our lawyers have the competences needed to solve all kinds of competition, procurement, and EU-law related legal issues that our clients may face.

We focus on assisting clients with all legal aspects of public procurement. We provide support in the public procurement process, from tender drafting to reviewing the tender to ensure that all the requirements are met.

We recognize that with any public procurement, the outcome is either to win or lose. Where the process results in an unfavourable outcome, we are ready to assist in administrative appeals and correction procedures, including requests for injunctions and public procurement contract dispute resolution.

Construction and Real Estate

We counsel developers, contractors, project owners, design professionals, and suppliers on a broad spectrum of construction projects. We assist our clients in the purchase of real estate, the real estate development process, and in the leasing of facilities.

As examples of our work, we have assisted: 

• A foreign multinational corporation to buy stock in a Finnish real estate company from a Finnish corporation. Value in excess of EUR 20 M.
• A group of Finnish corporations and entities to sell stock in a New York real estate company to a US buyer. Value in excess of USD 30 M.
• A Finnish company with its construction project regarding a power plant in Asia. Value in excess  of EUR100 M.

Our services:

• Preparation of development and construction related contracts.
• Consulting and problem solving on lien rights and construction claims.
• Real estate contract negotiations and drafting.
• Leasing of facilities.
• Litigation, arbitration and alternative dispute methods.

Maritime Law and Transportation

The marine and logistics sectors are today operating at a time of growing competitive pressure and ever-changing regulatory requirements. When a dispute arises out of a maritime related contract or an incident at sea, such as a collision, issues such as the securing of cargo interests, dispute resolution, applicable law, and selected trade terms may become relevant.

We assist Finnish and foreign clients active in the maritime and logistics sectors in matters ranging from shipping and transport law to commercial law, including shipping and logistics transactions and projects.

We are ready to assist with cargo claims made against carriers when the cargo, for which the claimant has an interest, is not delivered, is delivered short or is delivered damaged.

As a part of regular commercial transactions, if any tangible delivery is required, the question of trade terms is one likely to arise. We work closely with the client to seek the most advantageous trade terms, thus making the client’s decision-making easy. We ensure that you have a solid understanding of the terms agreed, along with all related rights and obligations.