NB: Unofficial translation, legally binding only in Finnish and Swedish
Finnish Competition Authority / Minis- try of Employment and the Economy
Competition Act (No 948/2011)
Chapter 1
General Provisions
Section 1
Purpose of Act
1) The purpose of this Act is the protec- tion of sound and effective economic competition from harmful restrictive prac- tices.
(2) Upon application of this Act, special attention shall be paid to the protection of the operating conditions of the mar- kets and the freedom of undertakings to operate so as to allow customers and consumers to benefit from competition.
Section 2
Limitations in scope of application
(1) This Act shall not be applied to agreements or arrangements which con- cern the labour market.
(2) Section 5 of this Act shall not be ap- plied to arrangements by agricultural producers, associations of agricultural producers, sector-specific associations, and any associations formed by these sector-specific associations concerning the production or sales of agricultural products or the use of common storage, processing or refining facilities if the ar- rangement fulfils the substantive re- quirements established in accordance
with Section 42 of the Treaty on the Functioning of the European Union, un- der which the rules on competition of Articles 101 and 102 of the said Treaty shall not apply.
Section 3
Application of rules on competition of the Treaty on the Functioning of the Euro-
pean Union
When a restraint on competition may affect trade between the EU Member States, the provisions of Articles 101 and 102 of the Treaty on the Functioning of the European Union shall also apply.
Section 4
Definitions
In the context of this Act, (1) an undertaking shall mean a natural person, and one or more private or pub- lic legal persons, who engage in eco- nomic activity;
(2) a dominant position shall be deemed to be held by one or more undertakings or association of undertakings, who, ei- ther within the entire country or a given region, hold an exclusive right or other dominant position in a specified product market so as to significantly control the price level or terms of delivery of that product, or who, in some other corre- sponding manner, influence the competi- tive conditions on a given level of pro- duction or distribution.
Chapter 2
Prohibited Restraints on Competition
Section 5
Prohibited restraints on competition be- tween undertakings
(1) All agreements between undertak- ings, decisions by associations of under-
takings, and concerted practices by un- dertakings which have as their object the significant prevention, restriction or dis- tortion of competition or which result in a significant prevention, restriction or dis- tortion of competition shall be prohibited.
(2) In particular, agreements, decisions, or practices which:
1) directly or indirectly fix purchase or selling prices or any other trading conditions;
2) limit or control production, mar- kets, technical development, or investment;
3) share markets or sources of sup- ply;
4) apply dissimilar conditions to equivalent transactions with other trading parties, thereby placing them at a competitive disadvan- tage; or
5) make the conclusion of a contract subject to acceptance by the other party of supplementary obligations which, by their nature or accord- ing to commercial usage, have no connection with the subject of such a contract
shall be prohibited.
Section 6
Exemption
The prohibition of Section 5 does not, however, apply to any agreement be- tween undertakings, any decision by as- sociations of undertakings, or any con- certed practice by undertakings, or any category of agreements, decisions or concerted practices, which:
1) contributes to improving the pro- duction or distribution of goods or
to promoting technical or eco- nomic progress;
2) allows consumers a fair share of the resulting benefit;
3) does not impose on the undertak- ings concerned restraints which are not indispensable to the at- tainment of these objectives; and
4) does not afford such undertakings the possibility of eliminating com- petition in respect of a substantial part of the products in question.
Section 7
Abuse of dominant position
Any abuse by one or more undertakings or association of undertakings of a domi- nant position shall be prohibited. Abuse may, in particular, consist in:
1) directly or indirectly imposing un- fair purchase or selling prices or other unfair trading conditions;
2) limiting production, markets or technical development to the prejudice of consumers;
3) applying dissimilar conditions to equivalent transactions with trad- ing partners, thereby placing them at a competitive disadvantage;
4) making the conclusion of a con- tract subject to acceptance by the other contract party of supplemen- tary obligations which, by their na- ture or according to commercial usage, have no connection with the subject of such a contract.
Chapter 3
Measures resulting from prohibited restraints on competition, sanctions
and damages
Measures on prohibited restraints on competition
Section 8
Prohibition to implement a restraint on competition
If a condition which is included in an agreement, statute, decision, or other legal act or arrangement infringes Sec- tion 5 or 7, or Article 101 or 102 of the Treaty on the Functioning of the Euro- pean Union, or an injunction, prohibition or an obligation issued by the Market Court or by the Finnish Competition Au- thority, or a temporary injunction or an obligation issued by the Finnish Compe- tition Authority, such a condition shall not be applied or implemented, unless oth- erwise ordered by the Market Court.
Section 9
Order to terminate a restraint on compe- tition and obligation to deliver a product
If a restraint on competition is prohibited under Section 5 or 7, or Article 101 or 102 of the Treaty on the Functioning of the European Union, the Finnish Compe- tition Authority may:
1) order that the undertaking or as- sociation of undertakings termi- nate the conduct prohibited under Article 5 or 7, or Article 101 or 102 of the Treaty on the Functioning of the European Union; and
2) oblige that the undertaking deliver a product to another undertaking on similar conditions as offered by that undertaking to other under- takings in a similar position.
Section 10
Commitments
By its decision, the Finnish Competition Authority may require that the commit- ments submitted by undertakings or as- sociations of undertakings involved in a suspected infringement shall be binding on them, if the commitments are such that the restrictive nature of the conduct can be eliminated. The Finnish Competi- tion Authority may re-initiate proceed- ings, if any fact on which the decision is based has significantly changed; if the undertakings concerned infringe their commitments; or if the decision has been based on insufficient, false or misleading information submitted by the parties.
Section 11
Withdrawal of a block exemption
In accordance with Article 29(2) of Council Regulation (EC) No 1/2003 on the implementation of the rules of com- petition laid down in Articles 81 and 82 of the Treaty, the Finnish Competition Au- thority may withdraw from an agreement, a decision by an association of undertak- ings, or a concerted practice the benefit of a Block Exemption within Finland, when it finds that an agreement, decision by an association of undertakings, or concerted practice to which the exemp- tion Regulation applies has effects which are incompatible with Article 101(3) of the Treaty on the Functioning of the European Union within Finland or a part thereof, which has all the characteristics of a distinct geographic market.
Sanctions
Section 12
Penalty payment imposed for a restraint on competition
(1) A penalty payment shall be imposed on an undertaking or association of un- dertakings that infringe the provisions of Articles 5 or 7, or Article 101 or 102 of the Treaty on the Functioning of the European Union, unless the conduct shall be deemed to be minor or the im- position of the penalty payment other- wise unjustified in respect to safeguard- ing competition.
(2) The penalty payment may also be imposed on a an undertaking or an as- sociation of an undertakings to whom the business activity involved in the in- fringement has been transferred as a result of a concentration or other corpo- rate transaction.
(3) The penalty payment shall be im- posed by the Market Court upon the proposal of the Finnish Competition Au- thority. The payment shall be ordered to be paid to the State.
Section 13
Amount of penalty payment imposed for a restraint on competition
The amount of the penalty payment shall be based on an overall assessment, and in determining it, attention shall be paid to the nature and extent, the degree of gravity, and the duration of the infringe- ment. The penalty payment shall not ex- ceed 10 per cent of the turnover of an undertaking or association of undertak- ings concerned during the year in which the undertaking or association of under- takings were last involved in the in- fringement.
Section 14
Immunity from penalty payment in cartel cases
(1) A penalty payment shall not be im- posed on an undertaking in the case of a secret restraint on competition between competitors, referred to in Section 5 or Article 101 of the Treaty on the Function- ing of the European Union, whereby pur- chase or selling prices or other trading conditions are fixed; production or sales is limited; or markets, customers or sources of supply are shared, if a an un- dertaking involved in such a restraint on competition:
1) produces information or evidence, on the grounds of which the Fin- nish Competition Authority may conduct an inspection referred to in Section 35 or 36; or
2) following an inspection referred to in Section 35 or 36, delivers in- formation or evidence, on the grounds of which the Finnish Competition Authority can estab- lish that Section 5 or Article 101 of the Treaty on the Functioning of the European Union has been vio- lated.
(2) In the instances referred to in Section 14(1) above, it is a further condition of immunity that the undertaking has pro- vided the information and evidence re- ferred to in (1)(1) and (1)(2) prior to the Finnish Competition Authority obtaining it from some other source.
(3) An undertaking who has pressurized another undertaking to participate in a cartel cannot obtain immunity.
Section 15
Reduction of penalty payment in cartel cases
(1) The penalty payment imposed on an undertaking that participated in a re- straint on competition other than the un- dertaking referred to in Section 14(1) that obtained immunity under Section 14, shall be reduced if the undertaking sub- mits information and evidence to the Finnish Competition Authority that is sig- nificant for establishing a restraint on competition or its entire extent or nature, and prior to the Finnish Competition Au- thority receiving the information from some other source. The penalty payment shall be reduced in the following way:
1) 30-50 per cent if the undertak- ing is the first one to submit the information;
2) 20-30 per cent if the undertak- ing is the second one to sub- mit the information;
3) 20 per cent at most in any other situations than the ones referred to in Section 15(1)(1) and 15(1)(2).
(2) An undertaking that has received conditional immunity from fines referred to in 17(2) cannot obtain a reduction re- ferred to in Section 15(1) in a case in- volving the same restraint on competi- tion.
Section 16
Conditions for immunity from fines and the reduction of fines in cartel cases
(1) Immunity from penalty payment re- ferred to in Section 14 or reduction of penalty payment referred to in Section
15 above is further conditional upon the undertaking:
1) immediately ceasing participation in the restraint on competition once it has delivered to the Fin- nish Competition Authority the application referred to in Section 17(1);
2) cooperating with the Finnish Com- petition Authority during the entire investigation of the restraint on competition;
3) not destroying the evidence cov- ered by the application prior to or following the submission of the application referred to in Section 17(1); and
4) keeping confidential the content of the application referred to in Sec- tion 17(1) and the fact of having made an application or consider- ing making an application.
(2) Notwithstanding Section 16(1)(1), the undertaking may, under the direction of the Finnish Competition Authority, con- tinue participation in the infringement to the extent it is necessary to secure the success of the inspections referred to in Sections 35 and 36.
(3) By way of derogation from Section 16(1)(4), the undertaking may submit the information concerning the application to the European Commission or the compe- tition authority of another country, if this is necessary for the investigation of a restraint on competition.
Section 17
Procedure for immunity from fines and the reduction of fines in cartel cases
(1) Immunity from fines referred to in Section 14 and reduction of fines re- ferred to in Section 15 above shall be
applied from the Finnish Competition Authority. The Finnish Competition Au- thority may fix a time-limit during which the applicant shall submit to the Finnish Competition Authority the information and evidence referred to in Section 14.
(2) The Finnish Competition Authority grants the undertaking conditional im- munity from fines after the undertaking has submitted to the Finnish Competition Authority the information and evidence referred to in Section 14. The Finnish Competition Authority shall not take a position on any other applications re- ferred to in Section 14 prior to deciding whether it shall grant conditional immu- nity to the undertaking who has been the first one to submit an application. If the undertaking has lodged or is about to lodge an application in the same case referred to in Section 14(1)(1) to the European Commission or another com- petent authority of the European Union in order to obtain immunity from fines, conditional immunity may be granted on the basis of a shortened application.
(3) At the end of the procedure, the Fin- nish Competition Authority shall issue a written decision on whether the under- taking fulfils all the criteria set out in Sec- tions 14 or 15 and 16.
(4) The information and evidence submit- ted to the Finnish Competition Authority for obtaining immunity referred to in Sec- tion 14 or reduction referred to in Section 15 cannot be used for any other purpose than the order to terminate a restraint on competition or the order to deliver a product referred to in Section 9, the commitment decision referred to in Sec- tion 10, the withdrawal of a Block Ex- emption referred to in Section 11, or the review of a penalty payment proposal at the Finnish Competition Authority, the Market Court or the Supreme Adminis- trative Court.
Section 18
Reduction of fines in other than cartel cases
(1) In the case of a competition restraint other than those referred to in Section 14(1), the Finnish Competition Authority may propose that a lower penalty pay- ment be imposed on an undertaking or association of undertakings than would be the case otherwise, or refrain from making a penalty payment proposal, if the undertaking or association of under- takings has significantly assisted the Finnish Competition Authority in the in- vestigation of a restraint on competition.
(2) In cases referred to in Section 18(1), the Market Court may impose a lower penalty payment than would otherwise be the case, or not impose a penalty payment.
Section 19
Limitation period of penalty payment
(1) The penalty payment shall not be imposed for a violation of the provisions of Sections 5, 7, 25 or 27, or Articles 101 or 102 of the Treaty on the Functioning of the European Union, unless the pro- posal to the Market Court has been made within five years of the date of the violation, or in the case of a continuous infringement, within five years of the date on which the violation ended. Measures of the Finnish Competition Authority to investigate the infringement shall reset the limitation period.
(2) The penalty payment shall not be imposed, however, if the proposal to the Market Court has not been made within ten years of the date of the violation , or in the case of a continuous infringement, within ten years of the date on which the violation ended.
Section 20
Damages
(1) An undertaking or association of un- dertakings who, either intentionally or negligently, violates the prohibition pre- scribed in Section 5 or 7, or Article 101 or 102 of the Treaty on the Functioning of the European Union, is obliged to compensate the damage caused by the restraint on competition.
(2) What is provided in Chapter 2, Sec- tion 1(2) and Chapter 6 of the Tort Liabil- ity Act (412/1974) shall also apply to damages.
(3) The right to compensation shall ex- pire if the action for damages has not been instituted within ten years of the date on which the violation occurred, or in the case of a continuous infringement, within ten years of the date on which the violation ended. If the damages claim is based on a restraint on competition which the Finnish Competition Authority has by its decision found to violate the prohibition referred to in 20(1), or on which it has made a proposal to the Mar- ket Court for the imposition of a penalty payment, the right for damages shall not be considered to expire until one year has passed from the date that the deci- sion in the matter becomes valid.
Chapter 4
Control of concentrations
Section 21
Definition of a concentration
(1) In the context of this Act, a concen- tration shall mean
1) the acquisition of control referred to in Chapter 1, Section 5, of the Companies Act (1336/1997) or an acquisition of a corresponding ac- tual control (control);
2) the acquisition of the entire busi- ness operations or a part thereof of a an undertaking;
3) a merger;
4) the creation of a joint venture which shall perform on a lasting basis all the functions of an autonomous economic unit.
(2) The provisions on the control of con- centrations shall not apply to internal arrangements within a group of compa- nies referred to in Section 21(1).
(3) A party to a concentration shall mean the acquirer of control; the acquirer of business operations or a part thereof referred to in paragraph 21(1)(2); the object of control; the business operation or a part thereof referred to in paragraph 21(1)(2); an entity or foundation party to a merger referred to in paragraph 21(1)(3) and the founder of a joint ven- ture referred to in paragraph 21(1)(4).
Section 22
Scope of application
(1) The provisions on the control of con- centrations shall apply to a concentration where the combined turnover of the par- ties to the concentration exceeds 350 million euros and the turnover of at least two of the parties resulting from Finland exceeds 20 million euros for both.
(2) In the context of this Act, what is pro- vided on turnover shall apply to:
(1) the total amount of the income items, excepting extraordinary income, of the credit institutions, investment firms and other financial institutions to which the provisions of Chapter 9 of the Act on Credit Institutions (121/2007) are appli- cable and in accordance with which the relevant profit and loss account has been drawn up; and
(2) the gross premium written of insurance and pension institutions or, in the context of pension foundations, pre- mium written.
(3) The provisions on the control of concentrations shall not apply if the con- centration falls within the scope of Coun- cil Regulation (EC) No 139/2004 on the control of concentrations between under- takings, unless the Commission refers the concentration to the Finnish Compe- tition Authority under Article 4(4) or Arti- cle 9 of the Regulation cited.
Section 23
Notification of a concentration
(1) A concentration referred to in Section 22 above shall be notified to the Finnish Competition Authority following the con- clusion of the agreement, acquisition of control, or the announcement of a public bid referred to in Chapter 6, Section 3, of the Securities Market Act (495/1989) but prior to the implementation of the trans- action. A concentration may also be noti- fied to the Finnish Competition Authority as soon as the parties demonstrate with sufficient certainty their intention to con- clude a concentration.
(2) A concentration, to which the provi- sions of Chapters 3 or 10 of the Em- ployee Pension Insurance Companies Act (354/1997); Chapter 11 of the Act on Pension Fund Act (1774/1995); Chapter 12 of the Insurance Fund Act (1250/1987); Chapter 11 of the Pension Foundation Act (1774/1995) or Chapter 12 of the Insurance Fund Act (1164/1992) apply, shall be notified to the Finnish Competition Authority after the parties to the concentration have been informed of the approval of the Fi- nancial Supervisory Authority, or of the Financial Supervisory Authority not op- posing the concentration. A notification is not necessary if the Financial Supervi-
sory Authority, in accordance with the Acts cited in the present paragraph, has requested a statement from the Finnish Competition Authority about the concen- tration, and the Finnish Competition Au- thority has found in its statement that no impediment for the approval of the con- centration exists.
(3) Those obliged to notify are the ac- quirer of control; the acquirer of business operations or a part thereof; the entities or foundations party to a merger; and the founders of a joint venture.
(4) Further provisions on the obligation to notify referred to in 23(1) shall be issued by a government decree.
(5) On the powers of investigation of the Finnish Competition Authority while it deals with matters relating to control of concentrations shall be provided in Sec- tions 33, 35, 37, 38 and 46.
Section 24
Calculation of turnover
(1) The turnover of the acquirer of con- trol; the acquirer of business operations or a part thereof referred to in 21(1)(2); the acquiring entity or foundation in an absorption merger; the merging entity or foundation in a combination merger and the founder of a joint venture shall con- tain
(1) the turnover of an entity or a foundation exercising control therein;
(2) the turnover of an entity or a foundation wherein it exercises control;
(3) the turnover of an entity or a foundation wherein an entity or founda- tion referred to in (1) exercises control; and
(4) the turnover of an entity or a foundation wherein control is exercised
by the same natural person as in the entity or foundation referred to in the in- troductory paragraph.
(2) The turnover of the object of the ac- quisition shall mean
(1) the turnover of the entity or foundation wherein control is acquired;
(2) the turnover related to the business operations or a part thereof referred to in paragraph 21(1)(2); or
(3) the turnover of a merging entity or foundation in an absorption merger.
(3) The turnover of the object of the ac- quisition shall also contain the turnover of the entity or foundation where the en- tity or foundation referred to in Section 24(2)(1) or 24(2)(3) exercises control.
(4) Where business operations are ac- quired through two or more successive transactions, the turnover of the object of the acquisition shall mean the combined turnover related to the business opera- tions acquired from the same entity or foundation or a party in such relation to them as referred to in 24(1) during two years preceding the acquisition of the entity or foundation or a party in such relation to them as referred to in 24(1), irrespective of whether or not the parts acquired are legal persons.
(5) Further provisions on the calculation of turnover shall be issued by a govern- ment decree.
Section 25
Prohibiting a concentration and imposing conditions
(1) The Market Court may, upon the pro- posal of the Finnish Competition Author- ity, prohibit or order a concentration to be dissolved, or attach conditions on the implementation of a concentration, if the concentration may significantly impede
effective competition in the Finnish mar- kets or a substantial part thereof, in particular as a result of the creation or strengthening of a dominant position.
(2) In addition to what is provided under Section 25(1), the Market Court may, upon the proposal of the Finnish Compe- tition Authority, also prohibit a concentra- tion in the electricity market as a result of which the combined share of the trans- mission operations of the parties to the concentration and the entities or facilities in such a relation to them as described in Section 24(1)–(3) of the amount of elec- tricity transmitted at 400 V in the trans- mission grid exceeds 25 per cent on a national level.
(3) If the impediment of competition re- ferred to in section 25(1) or the harmful effects of the concentration referred to in Section 25(2) may be avoided by attach- ing conditions on the implementation of the concentration, instead of making a proposal, the Finnish Competition Au- thority shall negotiate and order such conditions to be followed. The Finnish Competition Authority cannot impose conditions on a concentration that are not approved by the notifier of the con- centration.
Section 26
Time limits for proceedings
(1) The Finnish Competition Authority shall immediately examine a concentra- tion notification. During the initial phase, the Finnish Competition Authority shall decide whether further investigations are required. If the Finnish Competition Au- thority shall not take a decision about commencing further proceedings within one month from the receipt of the notifi- cation, the concentration shall be con- sidered approved. The time period shall not begin if the notification is significantly incomplete.
(2) If the Finnish Competition Authority does not attach conditions or make a proposal to prohibit the concentration within three months from taking the deci- sion to initiate further proceedings, the concentration shall be considered ap- proved. The Market Court may suspend the deadline by at most two months.
(3) If the parties to the concentration, or the entities and foundations in such a relation to them as described in Section 24(1)–(3), do not submit the information requested by the Finnish Competition Authority under Section 33 within the set time limit, or submit the information sig- nificantly incomplete or misleading, the time limits for proceedings referred to in Section 26(1) and 26(2) shall be ex- tended. They shall be extended by the same number of days than the submis- sion of the information is delayed by from the date originally set for their submis- sion. The Finnish Competition Authority shall issue a decision on the extension of the time limit.
Section 27
Implementation of a concentration
(1) The parties to the concentration shall not take measures to implement the concentration, unless otherwise pre- scribed in the present Act, or so ordered after an appraisal of the issue, prior to a final decision without conditions, or with conditions attached, or other approval in the relevant concentration case.
(2) What is provided in section 27(1), shall not prevent the implementation of a public bid referred to in Chapter 6, Sec- tion 1, of the Securities Market Act or the use of a mandatory bid referred to in Chapter 6, Section 10(1) of the Act cited, or the use of a redemption obligation or a right of redemption referred to in Chap- ter 18, Section 1(1), of the Finnish Com- panies Act (624/2006).
(3) What is provided in section 27(1) does not prevent the granting of a per- mission to implement a merger. The im- plementation of a merger shall not be registered, however, prior to a final deci- sion without conditions, or with condi- tions attached, or other approval in the relevant concentration case.
(4) What is provided in section 27(3) also applies to the transfer of business opera- tions referred to in the Act on Commer- cial Banks and Other Joint-Stock Credit Institutions (1501/2001), the Act on Co- operative Banks and Other Co-operative Credit Institutions (1504/2001) and the Savings Bank Act (1502/2001).
Section 28
Imposition of penalty payment in control of concentrations
A penalty payment prescribed in Section 12 shall be imposed on an undertaking who implements a concentration in breach of Sections 25 or 27, unless the conduct is to be deemed minor or the imposing of a fine otherwise unjustified with respect to safeguarding competition.
Section 29
Concentration at Market Court
(1) Where the Finnish Competition Au- thority has proposed prohibiting a con- centration, the Market Court shall issue its decision within three months from the making of the proposal. Otherwise the concentration shall be considered ap- proved.
(2) The prohibition to implement a con- centration shall expire, unless the Market Court orders otherwise within one month from the making of the proposal. The Market Court may impose conditions on the implementation.
Section 30
Amendment of a concentration decision
(1) Upon application, the Finnish Compe- tition Authority may lift a condition at- tached to the implementation of a con- centration or mitigate it, due to a signifi- cant change in market conditions or an- other substantial cause.
(2) Notwithstanding a prior decision, the Market Court may, upon the proposal of the Finnish Competition Authority, pro- hibit or order a concentration to be dis- solved, or attach conditions on its im- plementation, if the parties concerned have supplied false or misleading infor- mation which has had a substantial ef- fect on the decision, or if the transaction has been implemented in breach of Sec- tions 25 or 27. A further requirement is that the parties to the concentration shall be informed of the proposal by the Fin- nish Competition Authority to re-open the case no later than one year from the final decision becoming effective, or from the implementation of the concentration.
Chapter 5
Procedural provisions
Section 31
Infringement proceedings at the Finnish Competition Authority
The Finnish Competition Authority shall investigate restraints on competition and the effects thereof. It shall initiate the necessary proceedings to eliminate the restraint on competition or the harmful effects thereof if it finds that an undertak- ing or association of undertakings re- straints competition in a manner referred to in Section 5 or 7, or Article 101 or 102 of the Treaty on the Functioning of the European Union, and if the initiation of proceedings is necessary to safeguard effective competition in the market.
Section 32
Prioritisation
(1) The Finnish Competition Authority shall prioritise its tasks.
(2) The Finnish Competition Authority shall not investigate a case if
1) it cannot be deemed likely that there exists an infringement pro- hibited by Sections 5 or 7, or Arti- cles 101 or 102 of the Treaty on the Functioning of the European Union;
2) competition in the relevant market may be considered functional as a whole, irrespective of the sus- pected infringement;
3) the complaint in the matter is manifestly unjustified.
(3) The decision to not to investigate shall be taken without delay.
Section 33
Obligation to submit information by the undertaking
(1) An undertaking or association of un- dertakings shall be obliged, at the re- quest of the Finnish Competition Author- ity, to provide the Authority with all the information and documents needed for the investigation of the content, purpose and impact of a restraint on competition and for clarifying the competitive condi- tions, and to assess a concentration re- ferred to in Chapter 4.
(2) An undertaking or association of un- dertakings shall, at the request of the Finnish Competition Authority, also pro- vide the Authority with the necessary information and documents to enable it to determine whether the undertaking or association of undertakings holds a dominant position.
(3) The information and documents re- ferred to above shall be provided to a Regional State Administrative Agency when it investigates restraints on compe- tition or competitive conditions.
(4) The information shall, whenever re- quested, be delivered in writing.
Section 34
Invitation to appear
If it is necessary for the gathering of the information needed relating to the object of investigation, the Finnish Competition Authority has the right to invite a repre- sentative of an undertaking or associa- tion of undertakings, or a person who may for a justified reason be suspected of having acted in the implementation of a restraint on competition, to appear be- fore it. The Finnish Competition Authority may record the responses. The invitation to appear is laid down in the Administra- tive Procedure Act (434/2003).
Section 35
Inspections on the business premises of an undertaking
(1) An authorised official of the Finnish Competition Authority and a Regional State Administrative Agency are em- powered to conduct an inspection in the business premises, storage facilities, land, and means of transport controlled by the undertaking in order to supervise compliance with this Act and any subse- quent rules issued under it, and to as- sess the concentrations referred to in Chapter 4. The Finnish Competition Au- thority shall be obliged, at the request of the European Commission, to conduct an inspection as prescribed in the Euro- pean Union legal acts.
(2) The Finnish Competition Authority shall assist the Commission in conduct-
ing inspections as prescribed in the European Union legal acts.
Section 36
Inspections of other premises
(1) In order to supervise compliance with this Act and any subsequent rules issued under it, an authorised official of the Fin- nish Competition Authority and a Re- gional State Administrative Agency are also empowered to conduct an inspec- tion in premises other than the ones re- ferred to in Section 35 if a reasonable suspicion exists that bookkeeping or other documents relating to the business and the object of investigation may be held there, if these may have relevance in proving a serious violation of Sections 5 or 7, or Articles 101 or 102 of the Treaty on the Functioning of the Euro- pean Union.
(2) The European Commission may, in accordance with Article 21 of Council Regulation (EC) No 1/2003 on the implementation of the rules on competition laid down in Articles 81 and 82 of the Treaty, order that an inspection be conducted in premises other than the ones referred to in Section 35.
(3) The Finnish Competition Authority shall seek an advance permission from the Market Court to conduct an inspec- tion referred to in 36(1) and an inspec- tion by the European Commission re- ferred to in Section 36(2). The Market Court may prohibit an inspection if it would be arbitrary or excessive. In exam- ining whether the inspection is arbitrary or excessive, the Market Court shall in particular pay attention to the gravity of the suspected infringement, the impor- tance of the evidence sought, the in- volvement of the undertaking concerned, and the reasonable likelihood that busi- ness books and records relating to the object of the inspection are kept in the
premises for which the authorisation is requested.
Section 37
Inspection procedure
(1) The undertaking or association of undertakings shall, for the purpose of an inspection, allow an official of the Finnish Competition Authority, a Regional State Administrative Agency or the European Commission, or persons empowered by them, to enter any business premises, storage facilities, land, and means of transport in their possession. The official conducting an inspection is empowered to examine the business correspon- dence, bookkeeping, computer files, other documents, and data of an under- taking or association of undertakings which may be relevant for ensuring com- pliance with the present Act and with any subsequent rules issued under it, and to take copies of the documents under in- vestigation.
(2) The official conducting an inspection is empowered to request from all repre- sentatives of an undertaking, or associa- tion of undertakings, or members of the staff, explanations of the facts and documents relating to the object and purpose of the inspection, and to make a record of the replies obtained. The offi- cial conducting an inspection is also em- powered to seal business premises and business correspondence, documents, and data for the period and to the extent necessary for the inspection.
(3) When conducting an inspection on premises other than those referred to in Section 35, an official of the Finnish Competition Authority, a Regional State Administrative Agency, or the European Commission has the powers provided in 37(1) but not the powers referred to in 37(2).
(4) Section 40 of the Police Act (493/1995) lays down the obligation of the police to provide official assistance.
(5) The European Commission, the Fin- nish Competition Authority, and the Re- gional State Administrative Agencies may use other persons empowered by them to assist in the inspections.
Section 38
Right of defence of an undertaking
(1) The Finnish Competition Authority shall inform the undertaking under inves- tigation of its position in the investigation and of what it is suspected of. The un- dertaking has the right to receive the information as soon as it is possible without jeopardising the investigation of the restraint on competition.
(2) Upon request, the undertaking under investigation has the right to receive in- formation, orally or in another appropri- ate manner, on the documents concern- ing the investigation and the phase of the proceedings insofar as it cannot harm investigations in the matter, unless otherwise provided in the Act on the Openness of Government Activities (621/1999) or European Union laws.
(3) The Finnish Competition Authority can only use the information obtained on the basis of Sections 33-36 for the pur- pose for which it has been gathered, unless the Finnish Competition Authority has started new investigation. An under- taking shall not have an obligation to deliver to the Finnish Competition Au- thority documents which contain confi- dential correspondence between an out- side legal consultant and the client. When an undertaking responds to the questions raised by the Finnish Competi- tion Authority, it is not under an obliga- tion to submit that it has violated Sec- tions 5 or 7, or Articles 101 or 102 on the
Treaty on the Functioning of the Euro- pean Union.
(4) The undertaking has the right to be heard prior to the Finnish Competition Authority making a proposal for a penalty payment, or a decision stating a violation of Sections 5 or 7, or Articles 101 or 102 on the Treaty on the Functioning of the European Union. The Finnish Competi- tion Authority shall inform the an under- taking in writing of the claims and justifi- cations relating to the issues which have arisen during the investigation. The Fin- nish Competition Authority shall fix a reasonable time-limit within which the an undertaking may present its comments to the Finnish Competition Authority ei- ther orally or in writing.
Section 39
Submitting a confidential document to the Finnish Communications Regulatory
Authority
Notwithstanding what is provided in the Act on the Openness of Government Activities, the Finnish Competition Au- thority has the right to submit to the Fin- nish Communications Regulatory Author- ity a confidential document, as defined by Section 24 of the Act cited, obtained or drafted by it in the process of carrying out the duties assigned to it in this Act, if this is necessary in order for the Regula- tory Authority to attend to its duties.
Section 40
Submitting a confidential document to the competition authority of another state
The submitting of a confidential docu- ment in the possession of the Finnish Competition Authority to a foreign com- petition authority is laid down in Section 30 of the Act on the Openness of Gov- ernment Activities.
Section 41
Duties of the Regional State Administra- tive Agencies
The Regional State Administrative Agen- cies shall investigate competitive condi- tions and restraints on competition, and by mandate of the Finnish Competition Authority, take other measures to pro- mote competition within their region.
Section 42
Infringement proceedings at the Market Court
(1) A competition infringement issue shall be brought before the Market Court by the proposal referred to in Section 2(3), 25(1), 26(2) or 30(2), an appeal referred to in Section 44(1), or an appli- cation referred to in Section 36(3) or Section 45(2). The proposal, the appeal, and the application shall be made in writ- ing.
(2) After the proposal or appeal has ar- rived before the Market Court, the Chief Judge or a Market Court Judge shall conduct preliminary proceedings before the final proceedings to enable a prompt decision to be made. Preliminary pro- ceedings are not necessary if the matter shall be dismissed as inadmissible or dismissed at once as unfounded.
(3) During preliminary proceedings, an undertaking or association of undertak- ings concerned shall be granted an op- portunity to respond to the proposal ei- ther orally or in writing. An undertaking which is the object of the restraint may also be heard. Preliminary proceedings may be closed even if the party con- cerned has not submitted the requested reply on the proposal.
(4) The Market Court may decide on the granting of the permission referred to in Section 36(3) without hearing the under-
taking or association of an undertakings concerned.
Section 43
Obligation to attend the hearing by the Market Court and to present documents
(1) The Market Court may oblige a party concerned to arrive before it and to pro- duce its business correspondence, bookkeeping, minutes, and other docu- ments shedding light on the competition restraint.
(2) The Administrative Judicial Proce- dure Act (586/1996) and the Market Court Act (1527/2001) are otherwise ap- plied to the proceedings and investiga- tions in the matter. There are separate provisions on the publicity of hearings and records.
Chapter 6
Miscellaneous Provisions
Section 44
Right of appeal
(1) A decision adopted by the Finnish Competition Authority on the basis of this Act may be appealed to the Market Court as prescribed by the Administrative Judi- cial Procedure Act. A decision adopted by the Finnish Competition Authority un- der Sections 26(1) or 45(1), and a deci- sion taken by the Finnish Competition Authority to conduct an inspection re- ferred to in Article 35, shall not be ap- pealed. A decision adopted by the Fin- nish Competition Authority under Sec- tions 17(3) or 26(3) shall not be sepa- rately appealed. A notifier of a concen- tration shall not appeal a decision adopted by the Finnish Competition Au- thority under Section 25, by which the commitments proposed by the notifier have been ordered to be followed. A de- cision adopted by the Finnish Competi-
tion Authority under Sections 9-11 or 33 shall be followed, notwithstanding an appeal, unless the Market Court rules otherwise.
(2) A decision adopted by the Market Court under the present Act may be ap- pealed to the Supreme Administrative Court as prescribed by the Administra- tive Judicial Procedure Act. A decision taken by the Market Court under Section 26(2), or a decision on the extension of the time limit referred to in Section 45(2), or the granting of an authorisation for an inspection referred to in Section 26(3) shall not be appealed. The decision of the Market Court shall be followed, not- withstanding an appeal, unless the Su- preme Administrative Court rules other- wise.
(3) A decision on official assistance un- der Section 37(4) shall not be appealed.
(4) A penalty payment shall be imple- mented without a judgement or a deci- sion in compliance with what is pre- scribed in the Act on the Recovery of Taxes and Charges through Execution (706/2007).
Section 45
Interim measures
(1) If the application or implementation of a restraint on competition shall be pre- vented at once, the Finnish Competition Authority may issue an interlocutory in- junction to that effect. The Finnish Com- petition Authority may also temporarily oblige an undertaking to deliver products to another undertaking under similar conditions as offered by that undertaking to other undertakings.
(2) The Finnish Competition Authority shall make a decision on the principal issue or a proposal under Section 12(3) to the Market Court within 60 days of issuing an interlocutory injunction. Upon
the application by the Authority within that period, the Market Court may extend the time limit. If the Finnish Competition Authority fails to make a decision on the principal issue, or fails to make a pro- posal within the time limit, the injunction or obligation will expire.
(3) Prior to issuing an interlocutory in- junction or an obligation, the Finnish Competition Authority shall grant the un- dertaking or association of undertakings an opportunity to be heard, unless the urgency of the matter or some other special reason demands otherwise.
Section 46
Periodic penalty payment
(1) The Finnish Competition Authority may impose a periodic penalty payment to enforce the condition set, or the order, prohibition, or obligation issued on the basis of this Act. The Market Court shall order a periodic penalty payment to be paid.
(2) The Market Court may impose a pe- riodic penalty payment to enforce an or- der, condition, prohibition, or obligation as referred to in this Act. The Market Court shall order a periodic penalty pay- ment to be paid.
(3) The Act on Conditional Fines (1113/1990) provides on the imposition and ruling of a conditional fine.
(4) The periodic penalty payment cannot be imposed on a natural person to fulfil the obligation set to enforce the obliga- tion to deliver information provided in Section 34 of this Act.
Section 47
Implementation of a penalty payment
(1) The Legal Register Centre shall take care of the implementation of the deci- sion on a penalty payment referred to in Section 12.
(2) The Legal Register Centre shall be informed of the decision by the Market Court to impose a penalty payment.
(3) If the Supreme Administrative Court amends the decision of the Market Court so as to cancel the penalty payment, or to change the amount thereof, the Su- preme Administrative Court shall inform the Legal Register Centre of its decision.
(4) The Supreme Administrative Court shall also inform the Legal Register Cen- tre of the decision to impose a penalty payment as a first instance.
(5) The Legal Register Centre shall re- turn the penalty payment without a sepa- rate application if the decision on it has been annulled, or if the amount of the payment has been changed.
Section 48
Punishment for false evidence
A punishment for providing an authority with false evidence is prescribed by Chapter 16, Section 8, of the Penal Code.
Section 49
Hearing of Finnish Competition Authority
(1) When reviewing a competition in- fringement case, the court shall give the Finnish Competition Authority the oppor- tunity of being heard.
(2) When reviewing a damages claim referred to in Section 20(1), the court may request a statement from the Fin- nish Competition Authority.
Section 50
Entry into force
(1) This Act enters into force on 1 No- vember 2011.
(2) This Act shall repeal the Act on Re- straints of Competition (480/1992). If references are made elsewhere in legis- lation to the Act on Restraints on Com- petition, the provisions of this Act shall be applied in place of the Act on Re- straints on Competition.
(3) The provisions that are effective when this Act enters into force shall be applied to competition law violations and concentrations carried out prior to the entry into force of this Act. As stipulated in Sections 14-18 on the immunity from penalty payment and the reduction of penalty payment, and in Sections 32-38 on prioritisation and inadmissibility, the obligation to deliver information by the undertaking, the summons to be heard, inspections, and the right of defence by an undertaking shall apply to the pro- ceedings in the case, however.
(4) Notwithstanding what is provided in Section 50(3), when this Act enters into force, the pending cases at the Market Court and the Supreme Administrative Court shall be closed observing the rules that were effective when this Act entered into force.
(5) Measures necessary for the imple- mentation of this Act may be undertaken prior to the entry into force of this Act.