the RoschierR aidl a magazine 2005
Finl and Estonia L at via Lithuania
What does a
a law firm
Carl Bildt and Indrek Neivelt:
takes a leap over the
Gulf of Bothnia
IN THIS ISSUE
4 What’s up, tiger Carl Bildt and Indrek Neivelt analyze
the future prospects of the Baltic tiger economies.
6 Competitive or not Sampo Group’s Björn Wahlroos
examines Finland’s competitive reputation. By Kaisa Hernberg
7 Nordic-Baltic figures A statistical take on the
Nordic and Baltic regions. By Kaisa Hernberg
Publisher RoschierRaidla, www.roschierraidla.com
Production Kaisa Hernberg / Frank Communications Oy
Editor in chief Milena Romberg / Roschier Holmberg
Graphic design Perttu Eskelinen / Kreab Oy
Contributors Ross Cogan, Rita Dahl, Maija-Liisa Ihanus, Antti Lagus, Sami Lotila, Olli Manninen
Printed at Libris, Helsinki, Finland
8 The best lawyer for the task at hand Nokia Networks’ Head of Legal Kirsi Komi
explains what a global client looks for in a law firm. By Maija-Liisa Ihanus
10 Networking brings quick results Joining the forces of four law firms from four
countries has been an interesting and rewarding process. By Olli Manninen
12 Sports, brands and hostile takeovers Amer Sports’ Roger Talermo talks about
global brands, modern ways to do business, and his run-in with a hostile English Lord.
By Kaisa Hernberg
15 An ideal performance takes skill Conductor Gintaras Rinkevicius shares his
thoughts on striving for excellence. By Rita Dahl
16 All set for a common Nordic exchange Director of OMX Exchanges Jukka Ruuska
outlines the future of Northern European capital markets. By Antti Lagus
18 What next for the EU MEP Toomas Hendrik Ilves and
Commissioners Olli Rehn and Andris Piebalgs discuss the future of the
EU. By Kaisa Hernberg
20 Facing the Swedish challenge Axel Calissendorff and
Ulf-Henrik Kull describe Roschier Holmberg’s strategy for conquering the Swedish legal market.
By Olli Manninen
22 Better than its reputation Aleksejs Loskutovs from the Latvian anti-corruption
agency explains why Latvia is less corrupt than the rumors say. By Sami Lotila
24 No more permanent ownership Industri Kapital’s Björn Savén discusses the current
state of the private-equity market in Northern Europe. By Maija-Liisa Ihanus
25 A responsible take on business RoschierRaidla firms have strong traditions for societal involvement. By Kaisa Hernberg
26 RoschierRaidla – from strength to strength RoschierRaidla firms are widely recognised in the international legal market.
27 Column: winning the fame game Chambers Global’s Ross Cogan ponders over ranking lists.
Towards a Northern
Nordic and Baltic countries have begun discovering a common business environment and
market. Tomas Lindholm, Carl Bildt and Lennart Meri at a RoschierRaidla seminar on
business opportunities in the Baltic countries.
The expansion of
the EU has been
a hot conversation
topic at European
tables for the past few
the old Europeans
in general have been
vividly discussing how
to adjust to a notion
of a larger union, a
process has been
taking place, almost
on the quiet.
Located at the fringe of Europe, Nordic and
Baltic countries have begun discovering a
common business environment and market.
These countries have much in common:
they are small, technologically advanced and
dynamic. After a series of mergers over the past
years, they are also moving towards a common
Now that Estonia, Latvia and Lithuania are
part of the EU, the region has yet another unifying
Nordic companies discovered the opportunities
on offer soon after the Baltic countries
detached themselves from the Soviet Union.
As it became apparent that the countries would
join the EU, the region became even more
As a consequence, also lawyers found themselves
handling more and more assignments
with a Nordic-Baltic dimension. It therefore
became necessary to seek reliable partners
in the region, who could provide clients with
the highest quality of service of international
Our response was RoschierRaidla, a Fenno-
Baltic law firm combine that celebrated its first
anniversary this spring.
Simultaneously with the development in
the Baltic countries, Sweden has been gaining
momentum in the region. As a result of many
large corporate mergers, the concentration of
the stock exchange and other financial activities,
Stockholm is quickly becoming a commercial
and financial hub for the Nordic-Baltic
The Swedish legal market is also undergoing
major changes. The time of concentration
and ever-larger firms has come to an end, and
there is clear demand on the market for a fresh,
experienced legal team able to handle demanding
Capitalizing on these developments and
responding to the demands thereby created,
Roschier Holmberg announced the opening
of an office in Stockholm this summer. This
marked a new step in the strategy of Roschier-
Raidla in its aspirations to form an integrated
law firm operation in the Northern European
region, now covering five jurisdictions.
This magazine is dedicated to Northern
European collaboration. The articles look at
the region’s opportunities and challenges from
the perspectives of business, law, politics and
We hope that the Nordic-Baltic Review will
provide you with interesting food for thought,
as well as an enjoyable reading experience.
Chairman of the Management Board,
Senior Partner, Roschier Holmberg
What’s up, tiger
The Baltic countries have experienced strong economic growth for several years.
But what does the future hold for Europe’s ‘tiger economies’
The Nordic-Baltic Review turned to leading business minds for a quick analysis.
1. What are the Baltic region’s drivers for development and what are the decisive drivers for the future
2. What are the most important trading partners of the Baltic countries
3. What are the most acute problems in the near future
4. How will the Baltic region develop in the near future and catch up with the rest of Europe
Compiled by Kaisa Hernberg
4 Nordic-Baltic Review
Sweden’s former Prime Minister is a well-known
specialist on Eastern Europe. He has had a
prominent role in the Balkan peace process and
currently serves on the boards of numerous
European and American business and research
1. The main driver in the region is a strong
desire to catch up with the rest of Europe after
lost decades of Soviet occupation.
In a more restricted economic sense, direct
investments from the Nordic region have given
these countries both a stable and efficient
financial system and a very modern telecommunications
Relations with Russia also play a positive
role. Many types of transit trade remain important
to these countries, although some aspects
can sometimes be difficult to handle.
2. Within the EU, Nordic markets are naturally
the most significant, but as exports continue
to grow fast, we are likely to see Baltic
exports going to more and more destinations.
Entrepreneurs from the Baltic countries are
also active in the emerging markets in Eastern
and Southeastern Europe. The second-largest
foreign investment in Bosnia is Lithuanian,
and the second-largest investment fund dedicated
to the Balkans is Estonian. The Baltics
evidently have a nose for the opportunities of
3. The immediate challenge is to preserve
the macroeconomic balance, as the countries
make the shift to the Euro in 2007 or 2008. As
long as they are on track to achieve this, I don’t
see a need to worry about their rather large
It is important to preserve all the policy
elements that have turned these countries into
the growth tigers of the EU. The much talkedabout
flat-tax revolution was initiated by Estonia,
and is still gathering momentum.
More political stability would be desirable,
although policy continuity has in fact been
remarkable despite frequent political changes.
But it takes time for a stable political system
with more or less stable political parties to
I do not see corruption as a major problem,
but it does require careful attention in parts
of the region. Rural areas should also begin
to catch up better with the rapidly developing
cities, not least to limit the scope for more
populist and retaliatory political forces in the
4. It is perfectly realistic to expect
annual growth in the 5–7 per cent range during
the years to come, and I do not see any other
region within the EU achieving that.
It will nevertheless take time for these
countries to catch up with the ‘old’ members
of the EU. It is soon a decade and a half since
they re-established their independence. I vividly
remember the utter misery one encountered
back then when entering a grocery store
in Tallinn or Riga. What these countries have
achieved in these years is truly remarkable.
If they continue in the same way, I think
“The main driver in the region is a strong desire to
catch up with the rest of Europe after lost decades
of Soviet occupation”, says Sweden’s former prime
minister and expert on Eastern Europe Carl Bildt.
“For the first time in our history loan conditions
are on the same level with the rest of Europe”, says
Indrek Neivelt, former CEO of Estonia’s largest bank
that by 2020 we might no longer see much of
a difference in economic and social standards
between the Baltic countries and the rest of
Northern Europe that is a part of the EU.
Then the key question will be whether their
rapid rise will continue, and will they eventually
overtake us. But I guess we can leave that
question for later. The fact that the question can
even be asked is a testimony to their success.
The former CEO of Estonia’s most successful
bank Hansapank has had a prominent role in
the shaping of the post-Soviet Baltic financial
market and has been named a Global Leader of
Tomorrow by the World Economic Forum.
1. The biggest driver for our economies
has been the enlargement of the EU last year.
Our business environment is more stable and
more reliable and we have more foreign direct
investments. Our risks are lower and interest
rates are among the lowest in Europe.
For the first time in our history loan conditions
are on the same level with the rest of
Europe, and this means that our companies are
able to make equally capital-intensive investments
as their counterparts abroad. The results
will begin to show in a few years.
The Russian economy and the trade between
Russia and the EU are growing steadily, and
our well-positioned ports are developing fast.
2. Estonia’s most important trading partners
are Finland and Sweden. Latvians and
Lithuanians have more contacts with Germany
and the UK.
We can see nice development in the trade
between the Baltic countries, since very many
companies see them as one market. Our old
trading partners Russia and Ukraine are also
growing fast, and so is our trade with them.
3. The most acute problem is the low
competitiveness of several industries, such as
the textile industry. Our industries are still
very much based on subcontracting, and our
investments into brand development and R&D
are extremely low. Increasing the value of our
main export industries is the greatest challenge
for the next years.
4. The Baltic region continues to grow
with a high speed and will remain the fastest
growing region in the EU during the years to
come. Our economies will be more integrated
into the Northern European economy and will
find their niches. Catching up with the rest of
Europe takes time, but the Irish example is
encouraging to us. ■
Competitive or not
Finland leads international
but how reliable are such
comparisons The Nordic-
Baltic Review catches up
with Sampo Group’s CEO
Text: Kaisa Hernberg
deadly question! Björn Wahlroos
exclaims, when asked whether
Finland is a good country to do
business in. The CEO of pan-
Nordic finance and insurance
group Sampo has clearly learnt that competitiveness
is a tricky topic in these Northern latitudes.
– You are supposed to say that Finland has
many good qualities in terms of doing business,
but there is plenty of room for improvement,
Wahlroos comments diplomatically.
Finland, like other Nordic countries, is a
regular at the high end of international competitiveness
ranking tables. However, in recent
years, the country has witnessed an outflow of
industrial jobs to countries with lower labor
Not surprisingly, Finnish businesspeople
have been questioning the validity of competitiveness
indices quite vocally, but lately also
politicians have begun to ask, how much basis
Finland’s competitive reputation has in reality.
Too much emphasis on
So, do ranking tables, such as the Growth
Competitiveness Index published by the
World Economic Forum, give a correct image
of Finland’s competitive ability
– Unfortunately not, Björn Wahlroos replies
6 Nordic-Baltic Review
He argues that competitiveness rankings
tend to overemphasize the importance of social
questions over economic conditions.
– The vast majority of new jobs are created
in countries that do poorly in competitiveness
comparisons. This indicates that the comparisons
are faulty, or that something is being left
out, Wahlroos says.
Well-known for his candid comments,
Wahlroos argues that the entire concept of
competitiveness is vacuous. From his point of
view there is no such thing as universal competitiveness.
– It’s much easier to define uncompetitiveness:
when you charge too much for your services
in relation to your skills and abilities.
In his opinion, the Baltic countries have
adopted a realistic approach in terms of pricing.
– They have found their niche in the world
If Finland was built from scratch
Wahlroos believes that the Baltic countries will
soon catch up with the rest of Europe when
it comes to levels of education and mastering
Western business etiquette. He sees these three
countries as an interesting example of how an
economical structure has been built virtually
– If Finland was given the chance to develop
from a similar situation than the Baltic countries
were in some ten years ago, but with the
same educational system and level of education
that we have now, we would probably attract
telecommunication-sector research and development,
financial services and perhaps some
forest-related industry, but not much other
industrial production, he muses.
In Wahlroos’s scenario, Finland would be
very service-oriented and more specialized
– more competitive, in other words.
Björn Wahlroos says that Western Europe
is burdened by a heritage that dates back to a
time when cross-border commerce was difficult.
– Eastern European countries have been
smart not to accept this heritage. ■
The vast majority of new jobs
are created in countries that
do poorly in competitiveness
comparisons. This indicates that
the comparisons are faulty, or
that something is being left out.
Nordic and Baltic countries at a glance
Official name: Suomen tasavalta
President: Mrs Tarja Halonen
Population: 5.2 million
Languages: Finnish, Swedish
Neighboring countries: Russia,
Main religion: Lutheran
Protestant (89% of population)
Currency: Euro (EUR)
GDP: EUR 149.7 billion
Official name: Eesti Vabariik
President: Mr Arnold Rüütel
Population: 1.35 million
Neighboring countries: Latvia,
Main religions (2001):
Greek Orthodox (20,3%),
Lutheran Protestant (13,7%)
Currency: Eesti kroon (EEK)
GDP: EUR 8.9 billion
Official name: Latvijas Republika
President: Mrs Vaira Vike-
(second term since 2003)
Population: 2.3 million
Neighboring countries: Estonia,
Lithuania, Byelorussia, Russia
Lutheran Protestant (23%),
Roman Catholic (19%),
Greek Orthodox (15%)
Currency: Lat (LVL)
GDP: EUR 13.6 billion
Sources: Finpro, Ministry for Foreign Affairs of Finland, Statistics Finland
Official name: Lietuvos
President: Mr Valdas Adamkus
Population: 3.43 million
Byelorussia, Latvia, Poland,
Roman Catholic (79%)
Currency: Litas (LTL)
GDP: EUR 17.9 billion
Official name: Konungariket
Head of state: King Carl XVI
Gustaf (since 1973)
Population: 9 million
Lutheran Protestant (94%)
Currency: Krona (SEK)
GDP: EUR 278 billion
Baltics give old industrial
nations a run for their money
Published annually by the World Economic
Forum, the Growth Competitiveness Index
compares the competitive ability of 104 countries
around the world.
Finland, like other Nordic countries, has
had a steady place at the top end of the index
for several years, and receives praise from the
WEF for good macroeconomic management
and the high quality of its public institutions.
The Baltic countries are also well-positioned,
particularly Estonia, which leaves
behind several members of the old Euro elite,
such as Spain, Belgium, Luxembourg and
France. Lithuania and Latvia are also in a close
group with other new EU countries.
Country 2004 rank 2004 score 2003 rank
Finland 1 5.95 1
USA 2 5.82 2
Sweden 3 5.72 3
Taiwan 4 5.69 5
Denmark 5 5.66 4
Estonia 20 5.08 22
Lithuania 36 4.57 40
Latvia 44 4.43 37
Source: World Economic Forum
Nordics rule in
In addition to good competitiveness reviews,
Nordic countries also enjoy squeaky-clean reputations.
Finland has been deemed the most
un-corrupt country in the world for several
years running, followed closely by Denmark,
Iceland, Sweden and Norway.
Baltic countries, on the other hand, still
have a bit of work to do. Estonia shares 31st
place with Botswana, and Lithuania is tied
at 44 with Kuwait. Latvia, at 57th place, holds
the tail-end spot for this region, although the
country already has stringent anti-corruption
measures in place (read more on page 22).
Even Latvia, however, is a far cry from
Bangladesh and Haiti, which have the dubious
honor of holding the bottom spot (145) of the
Corruption perceptions index 2004
Country rank score
Finland 1 9.7
New Zealand 2 9.6
Denmark 3 9.5
Iceland 3 9.5
Singapore 5 9.3
Sweden 6 9.2
Estonia 31 6.0
Lithuania 44 4.6
Latvia 57 4.0
Source: Transparency international
cheapest in the EU
Danes have the highest salaries, while Belgians
are slapped with the highest social-security
payments in the EU, with Sweden close
According to Mercer Human Resource
Consulting, the average Danish employee
receives almost 12 times more money than
their counterpart in Latvia. Estonians and
Lithuanians are also very moderately paid, but
social-security costs are close to Finnish levels.
In at the lower middle ranges of the table,
Finland has lower salary costs than most EU
countries, but the Union’s highest mandatory
pay & benefits (EUR)
Belgium 1 53,577
Sweden 2 52,800
Germany 3 50,445
Luxembourg 4 49,752
UK 5 46,541
Finland 13 26,191
Estonia 20 7,621
Lithuania 22 5,649
Latvia 23 4,752
Source: Mercer Human Resource Consulting
The source table includes all current EU countries,
except Cyprus and Malta.
GLOBAL BUSINESS PERSPECTIVE
The best lawyer
In-house lawyers at
the world’s leading
company Nokia do not just
mind the details – they mind
about the big picture adding
value to the business in the
Text: Maija-Liisa Ihanus
With sales to over 130 countries
and a staff of 55,000
people, Nokia is the world’s
largest manufacturer of
mobile phones. In addition,
the company produces equipment, solutions
and services for its operator and enterprise
customers. It also has significant research and
development operations and an enormous network
of subcontractors and partners. At the
end of 2004, Nokia had production facilities
in nine countries, research and development
in 12 countries and a global network of sales,
customer service and other operational units.
To make sure that all this runs smoothly,
the company has 150 in-house lawyers.
8 Nordic-Baltic Review
for the task at hand
– Our lawyers must be solution oriented,
have a good understanding of the business and
its drivers and be clear on strategy. We need
to be hands-on working side by side with the
business owners, or ‘clients’, says Kirsi Komi,
Head of Legal for Nokia’s Networks Business
– Our lawyers are a very business-oriented,
front-office group of legal professionals. They
are integral members of the business and leadership
teams relevant to their area of responsibility.
According to Komi, their task is to proactively
think of ways to help the business to
achieve its set targets in an efficient way, and in
compliance with legal requirements.
– An appreciation of the business and its
drivers is critical in order to add value in the
broad sense. We need to be creative, and also
mindful of the practical implementation.
Nokia’s legal function is aligned with the
group structure with eight independent legal
departments with each head lawyer reporting
to the respective head of the business. However,
the head lawyers have recently recommended
that the company would benefit from
the appointment of a group-level Chief Legal
Officer, who would report directly to the CEO,
in order to leverage group-wide synergies with
the benefits of centralization without a centralized
– Even in the current structure, there is
plenty of collaboration and team work within
the legal functions, Komi says.
– We are in a fast-changing industry operating
in the global arena, and lawyers are
expected to move across jurisdictions and
time zones depending on business priorities.
It is therefore important to share the common
goals and target setting regularly with the
global legal team, Komi explains.
The entire 150-strong legal team gets
together once a year. Komi has her own global
team of 40 lawyers in 19 countries, and they
meet in person three times a year and virtually
once a month.
One partner is not enough
150 lawyers sounds like plenty, but Kirsi Komi
says that in reality they seem to be constantly
short of hands.
– Therefore it is important to ensure that
we have the right focus and prioritization. We
also need to strike the right balance between
in-house resources and the help we get from
Situations where law firms are used roughly
go in two categories. First, to perform specialist
assignments where Nokia’s lawyers lack
competence. Typically, these include complex
financial and corporate transactions or issues
closely tied to local legislation. Secondly,
external help is used to bring in additional
resources when in-house teams lack capacity.
External lawyers rarely take on a leading role
in supporting the core part of the core business,
but they serve as excellent support for
the in-house lawyers. Komi explains that deal
making at the customer interface is one good
example of what is regarded as a core task for
– We try to use law firms that we have regular
contact with, and who are familiar with our
values and way of doing business, Komi says.
Naturally, Nokia is a very sought-after
client for law firms around the globe. However,
even though Nokia is a global company, it is
not able to use the same, global legal partner
– When we look for a law firm, we always
look for expertise. The reputation of a firm
guides the selection process, but it is even more
important that we always get the best possible
lawyer for the task at hand, be they a senior
partner or a junior associate, Komi says.
Therefore it is not possible to concentrate
assignments to one international firm.
– Global law firms like to talk about the benefits
they can bring to their global clients, but in
reality this rarely works, as we go after the best
local or regional talent. Overall, we have had
good experiences with the law firms, global or
local, that we do business with, Komi says.
References play a significant role in the
selection process, but Komi does not care
much for ranking lists. According to her, too
many of them are paid advertisements.
– And who has time to read them anyway
People often ask me for recommendations, and
I draw from my own experience. You always
need to look at each case and each lawyer separately.
– And even if substantial knowledge always
goes above everything else, chemistry also
plays a part – after all, this is essentially a
people business. You need to feel that you can
trust your lawyer, Komi adds.
Nokia has a long-standing established relationship
with Roschier Holmberg that works
– We’ve developed the collaboration to a
level where we as client also need to invest in
the relationship to extract the maximum value,
– We regularly engage in open dialogue,
feedback and constructive debate. And I keep
reminding them of the need to “win your client
Regulators have a tough
time keeping up
The world around us changes so rapidly that
Nokia’s lawyers have to constantly keep up with
the developments. Business models typically
change faster than the regulatory framework.
Komi says that for example issues to do with
intellectual property rights change so quickly,
are so complex and integrated in everything
that they deal with, that every lawyer at Nokia
has to make an effort to keep up to date.
– We can’t afford to leave things to a single
IPR expert, we all need to understand the
impact of IPRs to our business.
Uncertainty is a given in Nokia’s line of
business. – But we still need to be able to make
decisions that support the business and to act
fast. It is very much about prudent professionalism
and sound business judgment even if you
do not have all the answers, Komi sums up. ■
High professional and ethical standards, top-quality
work, client orientation, a dedication to teamwork,
home-market leadership and a passion for developing
the business and the profession unite the firms in the
brings quick results
Joining the forces of four law
firms has been a positive
and rewarding challenge for
10 Nordic-Baltic Review
Text: Olli Manninen
Launched in May 2004, the Roschier-
Raidla network has got to a quick
start. The law firms involved have
been pleased about the added value
brought on by networking. Concrete
business benefits have materialized in the
form of new assignments and references.
– Our market has expanded from Finland to
the Nordic and Baltic regions, Chief Operating
Officer Mia Eklundh from Roschier Holmberg
explains the reason for setting up the network.
In order to make the collaboration work
properly, it was essential to find partnering
firms with common values and attitudes.
– High professional and ethical standards,
top-quality work, client orientation, a dedication
to teamwork, home-market leadership
and a passion for developing the business and
the profession, Eklundh lists the preconditions
A group of four firms fell into place quite
naturally, as Finnish Roschier Holmberg,
Estonian Raidla & Partners, Latvian Lejiņś,
Torgāns & Vonsovićs, and Lithuanian Norcous
& Partners joined forces.
The RoschierRaidla combine is unified
under a common brand name, but the firms
operate as independent businesses.
– A well-functioning network requires
openness and willingness to share knowledge
and experiences, Eklundh says.
Merits, advice and energy
The Baltic members of the network talk enthusiastically
about the added value that the network
– Roschier Holmberg is an internationally
renowned firm. Collaboration with them
is an important merit, says Irmantas Norkus,
Managing Partner of Norcous & Partners.
– Our business has grown at a very fast rate
this year, clearly thanks to the RoschierRaidla
network, associate Toms Sulmans from Lejiņś,
Torgāns & Vonsovićs adds.
Associate Antti Perli from Raidla & Partners
says that client reactions have been positive.
– Now they have a connection to at least
four countries through one firm.
For Roschier Holmberg, three quickly growing
Baltic firms provide a positive challenge.
– They keep us alert. We feel more energized
in our development work, because they
challenge our routines and propose alternatives,
Roschier Holmberg’s Knowledge & IT
Coordinator Jan Willamo says.
RoschierRaidla’s 170 lawyers will soon provide
legal expertise in five countries, since a new
office is to be opened in Stockholm this year.
The network has generated many new best
practices that have produced quick results.
RoschierRaidla has a joint management board,
which includes two partners from each firm.
– The management board meets regularly
and holds weekly telephone conferences. In
these meetings, we go through joint assignments,
joint marketing activities, personnel,
resources and knowledge management, as well
as joint training, Mia Eklundh describes.
The collaboration has also spawned joint
practice groups for EU and competition law,
and M&A transactions.
– National borders are becoming obsolete
in international business law. Nowadays it’s
difficult to tell the difference between Finnish,
Baltic or Nordic markets. It makes more sense
to follow development from the vantage point
of practice areas, Antti Perli explains.
Personal contacts are key
Secondment, or the exchange of lawyers
between firms, is one important way of sharing
experiences and getting acquainted with each
others’ work methods.
– It also facilitates the development of personal
networks, which is actually the best thing
about collaborating. When you know people,
it’s easy to phone them and ask for expert
advice, Eklundh points out.
Marketing events, seminars and training
sessions also bring members of the network
– We share information about legal development
trends and meet up with colleagues
and clients, Irmantas Norkus says.
– The network was enormously helpful,
when we organized Estonia’s first IPO in seven
years, Antti Perli gives an example.
Jan Willamo adds that the firms have adopted
a common document management system. – It
helps clarify internal processes, he says.
Toms Sulmanis agrees: – The common
practices have taught us a great deal about document
management. Shared document templates
are an example of valuable knowledge
transfer that makes everyone’s work easier.
Towards a new stage
So far, the RoschierRaidla network has
exceeded expectations, and the firms are eager
to develop new ideas to deepen the collaboration.
– Our clientele increasingly consists of
international companies or domestic companies
expanding to international markets. In
order to serve them as well as possible, we need
to develop our collaboration further, Irmantas
– M&A and private-equity transactions, EU
and competition law, international arbitration,
Toms Sulmanis lists potential growth areas for
the network. ■
Irmantas Norkus from Norcous & Partners feels that collaboration
with a well-known firm such as Roschier Holmberg
is an important merit.
According to Roschier Holmberg’s Mia Eklundh, the development
of personal networks is one of the best aspects of
Working with fast-growing Baltic law firms makes Roschier
Holmberg’s Jan Willamo feel more energized.
Founded in 1936
Raidla & Partners
Founded in 1993
Approx. 110 lawyers
Approx. 35 lawyers
Approx. 180 personnel overall
Approx. 40 personnel overall
Offices in Helsinki, Tampere, Turku, Oulu, Office in Tallinn
Vaasa and Stockholm (operational in the fall)
RoschierRaidla in a nutshell
Lejiņś, Torgāns & Vonsovićs
Founded in 1994
Approx. 15 lawyers
Approx. 20 personnel overall
Office in Riga
Norcous & Partners
Founded i n 2001
Approx. 15 lawyers
Approx. 20 personnel overall
Office in Vilnius
Main practice areas:
mergers and acquisitions, finance and capital markets, EU and competition, corporate and commercial, dispute resolution, intellectual property and technology, real estate
Management Board: Tomas Lindholm (Chairman), Lennart Simonsen, Mia Eklundh (Secretary) – Roschier Holmberg ● Jüri Raidla, Sven Papp – Raidla & Partners ●
Girts Lejiņś, Dace Silava-Tomsone – Lejiņś, Torgāns & Vonsovićs ● Irmantas Norkus, Zilvinas Kvietkus – Norcous & Partners
of actual person
Atomic is one
of the well-known winter
sports brands in Amer Sports’ portfolio.
2003 slalom world champion Kalle Palander from
Finland gives a taste of the action.
12 Nordic-Baltic Review
“When your growth requirements are greater than the average industry rate, and investments in maturing segments are not likely to produce the desired profit, there are two options: enlarging
the business, or paying dividends to shareholders”, says Roger Talermo.
Amer Sports is something
of a rarity in the Nordic
corporate scene: a global
consumer goods company
with an interesting takeover
history. CEO Roger Talermo
talks to the Nordic-Baltic
Review about global brands,
modern ways to do business,
and his run-in with a hostile
Text: Kaisa Hernberg
This must be a busy week for anyone
in the sports industry, but Roger
Talermo is looking relaxed. It is
Monday, and the Helsinki World
Championships in Athletics have
just commenced over the weekend. The Amer
Sports headquarters in Northern Helsinki is
hammered by pouring rain, but this is of no
consequence at the moment, because we are
not here to talk about long jump or the 100-
It has been an interesting year so far for
the worldwide sporting equipment empire
and the man at its helm. In May, the company
announced the acquisition of winter sports
equipment manufacturer Salomon, which was
greeted with enthusiasm in the market.
The latest acquisition adds another jewel
to the crown of an already impressive sports
brand portfolio with top-selling labels, such as
Wilson and Atomic.
It is rather hard to believe that just a decade
ago, Amer was still a diversified industrial
company selling all sorts of things from basketballs
From cigarettes to skiing equipment
Set up in 1950, Amer’s first line of business
was cigarettes. The company held an exclusive
license to manufacture and sell Philip Morris
products in Finland.
From there the business evolved to Finnish
representation of international brands in many
different fields. In 1989, Amer made its first
major leap into the sporting goods manufacturing
arena by acquiring Wilson, known for its
tennis racquets, basketballs and golf equipment.
The acquisition was a sign of changing
times, says Talermo. – Before the 1990s, international
trade was something of a rarity in Finland.
It was a fairly closed society.
– In the 90s, business began to globalize,
and international competition became a reality
in a previously domestic marketplace. It no
longer made sense to be a jack of all trades.
And so, with the acquisition of Atomic in
1994, and the appointment of Talermo as CEO
in 1996, Amer began to focus on sports equipment
Development through growth
A long series of acquisitions ensued, including
Suunto in 1999, DeMarini in 2000, Precor in
2002 and Atec in 2003.
Talermo sees acquisitions as an integral
part of business development.
– It’s an inevitable trend. When your
growth requirements are greater than the
average industry rate, and investments in
maturing segments are not likely to produce
the desired profit, there are two options:
enlarging the business, or paying dividends
– In our competitive situation it makes sense
to pay reasonable dividends but most of all to
use liquid assets to acquire new businesses.
Along the way, members of Amer’s core
management team have become old hands at
organizing transactions. So much so in fact,
that they no longer use brokerage houses for
assistance. Even the Salomon deal is handled
Legal assistance, however, is another matter.
Amer does have in-house lawyers, but they
concentrate on day-to-day business, including
taking care of the company’s extensive brand
and patent portfolio.
– In the last three years, we have booked tens
of millions of euros of additional income and
expenses with regard to royalty fees, Talermo
14 Nordic-Baltic Review
A coup d’état
in the making
to a sporting goods manufacturer has
been a lengthy process. Today, the company
is something of a rarity in Finland in many
For one thing, it is one of a very few genuinely
global consumer goods companies to
hold its headquarters here. Talermo has said
that being based in Finland has its advantages,
because the country’s reputation lacks the
undertones of cultural imperialism often associated
with American-based companies.
Even more interestingly, Amer is the only
Finnish company ever to have been the target
of an international hostile takeover attempt.
Memories of the incident, which took place
in 1997, still bring a grave expression to the face
of an otherwise genial Talermo.
In short, a group of international investors
headed by Lord Moyne attempted to gain
control of the company in order to sell it piece
by piece and make a nice profit along the way
– and not by entirely legal means.
The process ended happily for Amer, as
the coup was exposed before it was able to go
through and Talermo managed to convince
shareholders not to get involved.
– It was a difficult process, because Moyne
and his partners had a very deviously structured
takeover plan. We had to use all available
legal means to stop them. The legal advice that
we received from Roschier Holmberg played
an important role, Talermo recounts.
Openness is the best protection
The reason why Amer was such an enticing
target for takeover was its share structure,
which made it possible to obtain 90 per cent of
the company votes by acquiring less than ten
per cent of the shares.
With hindsight, Talermo says that an open
and democratic ownership structure is the best
antidote to a hostile takeover.
– In a publicly listed company with a oneshare-one-vote
policy, a takeover would cause
and increase in share prices, and the shareholders
would get a fair market price.
– Basically, takeovers are not a bad thing
per se, but a takeover at a wrong price must be
stopped, he sums up.
When asked whether Amer Sports is still a
possible acquisition target in its current shape
and size, Talermo laughs.
– Considering the rumors just this weekend
about Nokia being sized up for acquisition, I’d
say that Amer will always be a target, he says
with a smile.
Seriously though, Talermo is of the opinion
that collaboration is the name of the game
in today’s business environment.
– In order for a transaction to be successful,
the end result must be more profitable than
the sum of its parts, and this is more likely to
happen, when the deal is completed in mutual
– I’d say that we are moving away from
aggressive, hostile competition and towards
partnerships. The tough Anglo-American business
culture has softened up due to European
and Asian influence. Companies now look for
win-win scenarios, Talermo muses.
Global pulling power
Amer Sports is a good example of the new partnership
economy. Before the Salomon acquisition,
the two companies had already had many
forms of collaboration despite being in direct
Post-acquisition, Salomon reinforces
Amer Sports’ portfolio of winter sports brands
appealing to different market segments.
– Consumers today are very individualistic
and identify strongly with brands that appeal
to them. This is why we want to have a diverse
brand selection in a single category, Talermo
– In winter sports, we have four major
brands that appeal to very different target
groups from affluent consumers seeking luxury
items to young, hip and trendy types.
Amer’s strategy dictates that its brands must
have serious global pulling power.- In order to
minimize the risks brought on by trend cycles,
we must concentrate on fields where we can be
as big as possible, Talermo says.
Another category requirement is that consumers
must be willing to pay more for technically-advanced
the old continent
Talermo sees the most growth potential in
winter sports, racquet games like tennis, team
sports, fitness equipment and sporting instruments.
Wilson’s traditional stronghold golf, on
the other hand, does
not look so hot.
– The macro
trends for golf
are not favorable.
Growth has stopped and there is an oversupply
What about geographical growth areas
Does Amer have its eye on Asia like most
international companies at the moment
– Russia is our fastest-growing market at
the moment, and there are interesting prospects
in Asia, and even Latin America to an
extent, he says.
– But you mustn’t discount the ‘old world’,
An interesting thought, as most business
executives tend to view Europe as a stagnant or
downhill market. Talermo begs to differ: – A
growth rate of five per cent in Europe accounts
for much more in real terms than 50 per cent
in Latin America.
He believes that there is enough of a change
taking place in the Western world that it is possible
to seek growth there, too.
– Although the European market hasn’t
grown much in recent years, this doesn’t mean
that this is how things will always be.
– Business operations are, in a way, similar
to sports. Every day, you need to find ways to
achieve more. And just like in sports, it doesn’t
make sense to base judgment on previous performances
STRIVING FOR EXCELLENCE
According to conductor Gintaras Rinkevicius, a
combination of talent and knowledge is necessary
in all professions in order to achieve an excellent
outcome. It is a question of attaining the best
possible result in the fastest possible time.
Text: Rita Dahl
Gintaras Rinkevicius, 45, who currently
works as artistic director of the Lithu-
State Orchestra, wants to make anian
the audience fall in love with music.
– My goal is to thrill the audience.
Artistic excellence is knowing how to
reach the best possible outcome in the shortest
A conductor must convince the audience
of the uniqueness of his performance by using
intuition and talent.
In addition to talent, it takes knowledge to
reach an artistically excellent result. A conductor
studies the score thoroughly and decides
how to interpret the piece to the audience.
– An artist probably needs more intuition
and improvisation than professionals in other
fields, he muses.
– The music plays for a limited time. I can
hear the mistakes and make conclusions, but it
is not possible to make corrections during the
In contrast, lawyers obtain and distribute
information in seminars, through contact
with colleagues and academic institutions, by
working abroad, writing articles and holding
presentations. They can distribute valuable
information of successful and less successful
cases to their colleagues and thus contribute to
attaining the best possible result for the client.
from the St
in 1983. The
same year, he won
the fifth Soviet All-
Competition in Moscow. Later on, there has
been more success. In 1985, he won the Herbert
von Karajan Foundation’s international
contest in West Berlin.
“My goal is to thrill the
audience. Artistic excellence
is knowing how to reach the
best possible outcome in the
shortest possible time.”
In Rinkevicius’s view, there are only a handful
of critics who really understand the nature
of conducting and managing an orchestra. – I
prefer critics to talk about my achievements
And indeed, there have been quite a few
achievements during Rinkevicius’s career. As
early as 1992, he conducted Verdi’s Nabocco
for the Lithuanian Opera and Ballet Theatre in
Vilnius. In 1995 it was time for Wagner’s Flying
Dutchman, which was performed in Vilnius,
as well as Kaunas and Klaipeda.
Rinkevicius also has concerts several times
a year. His work has been enjoyed in places
such as France, The Netherlands, Germany,
Italy, Greece, Spain and Portugal. He has toured
Hungary, The Czech Republic and Austria, and
held special concerts in neighboring Latvia.
Since 1998 Rinkevicius has worked as artistic
director of the Lithuanian State Symphony
Orchestra, and he has performed with their
ensemble in the most prominent concert halls
of Moscow, St Petersburg and Paris.
Although Rinkevicius has achieved plenty
for his age, even fulfilled some of his dreams,
things still remain to be done.
– My desire is to conduct symphonies,
operas and oratories that I have not yet conducted,
and to visit concert halls, cities and
opera theatres that I have not yet visited, to see
interesting new soloists and programs. ■
NORDIC BUSINESS ENVIRONMENT
All set for a common
Text: Antti Lagus
Northern European securities markets are getting ready for new challenges,
posed by ever increasing competition and the consolidation of other marketplaces.
The real powerhouse in the Nordic-Baltic market is the OMX group.
OMX Exchanges consist of stock
exchanges in Copenhagen,
Stockholm, Helsinki, Tallinn,
Riga and Vilnius. The next
step on the path to ever
closer integration will be the introduction of
a common Nordic list where Danish, Finnish
and Swedish shares will be quoted on the same
– Many steps have already been taken
towards Nordic integration, such as the implementation
of common trading and information
systems, as well as harmonized trading
hours, rules, indices and so on, says Jukka
Ruuska, President of OMX Exchanges.
The next step, which will take place during
the coming year, is to present a common
– A common list is about visibility, Finnish
and Danish shares becoming more visible in
Sweden and vice versa, Ruuska explains.
Listed companies will benefit from
increased visibility, as well as from a larger peer
group and improved comparability. According
to Jukka Ruuska, a joint list will strengthen
the competitiveness of the Nordic region and
attract more investors and capital, which will
in turn increase liquidity in OMX’s markets.
Another planned development is the
creation of a common market segmentation
16 Nordic-Baltic Review
“There will be a strong
home market that offers
a large pool of investors
and capital for existing
listed companies and
new companies that are
in need of capital”, says
Jukka Ruuska, President
of OMX Exchanges.
and critical mass to support efficient operations.
For OMX the main focus is the Nordic and
Baltic region. Ruuska believes that this region
represents an optimal size that combines the
necessary critical mass with a tangible information
Ruuska explains: – The inefficiency caused
by cultural and language barriers becomes
higher, when you grow geographically.
He adds, however, that there are interesting
opportunities in fast-growing areas such as
Poland and Hungary.
– In due time, these areas will become
of interest to us in one form or another. We
believe that the regional concept that we are
creating in the Nordic countries could well suit
other regions’ needs, too.
Ruuska adds that when it comes to new
listings, OMX’s main focus is on Nordic companies,
but companies from other regions are
of course also welcome.
– We are already very strong in many different
sectors, such as information technology
model that will facilitate the sorting of listed
companies according to different criteria.
– This should help investors find companies
that are of interest to them, Ruuska says.
The reasons for the close integration can be
found in the nature of the markets. As Ruuska
puts it, Nordic securities markets are mediumsized
markets that face international competition.
OMX has consolidated the main part of
the exchanges in the area in order to strengthen
the competitiveness of the region.
Historically, Nordic exchanges have successfully
compensated for their smaller sizes
through innovation, cost-efficiency and competitive
Ruuska notes that as larger markets and
market place operators consolidate, the need
for a common Nordic capital market increases.
OMX’s vision is therefore to create a Nordic
Exchange that attracts investors and strengthens
the area’s competitiveness.
– Our joint efforts with market participants
have already begun to create a perception of
Nordic markets as one home market and to
provoke increased interest in cross-border
– By making the
region more attractive
to foreign investors
and increased capital
flows, I believe that
it will become more and more natural in the
coming years to think across Nordic borders
when considering investment opportunities.
A common list will strengthen
the competitiveness of the
Nordic region and attract more
investors and capital.
Finding critical mass
Today, there is a lot happening in the European
stock exchange landscape. In this industry, as
in others, it is all about finding the optimal size
Ruuska finds that private-equity type financing
offers another alternative to companies. A well
functioning capital market needs all types of
professional market participants.
– OMX’s role is to be the stock exchange in
our local markets. Stock exchanges and privateequity
companies complement each other, and
together we can turn the Nordic region into
a flourishing financial market for Nordic and
global investors alike, Ruuska envisions.
Ruuska ducks the question, whether Stockholm
will become the leading financial center
for Northern Europe. Instead, he says that by
strengthening the region and creating a Nordic
Exchange, the different
local markets will
also become stronger.
– We have different
develop the markets
further and thereby
create the best possible environment for
our customers. We believe that the Nordic
Exchange will be one of the Europe’s leading
financial markets, he says.
What it will look like in practice, we will
see later during the year, when the common
list structure and the presentation of companies
are introduced. ■
What next for the EU
May 2004 marked the greatest enlargement in the history of the EU, as ten new
countries were granted membership. The Nordic-Baltic Review asked three people
at the heart of the Union’s decision making, what lies in store for the new, larger EU.
Text: Kaisa Hernberg
The past 15 years have been a time of
great social, economical and political
changes in Europe. For one
thing, the emerging economies in
the Far East have had a fundamental
effect on world trade, with repercussions in
the daily lives of ordinary Europeans.
At the same time, Europeans have struggled
to come to terms with changes closer to home.
Political and economical power structures have
been dramatically altered, and continue to be,
as members of the old Euro elite try to come to
terms with dwindling economic growth.
Meanwhile, countries in the former Eastern
bloc have been quick to adapt to the ways
of the market economy.
One of the most significant recent developments
has of course been the inclusion of ten
new countries in the most European institution
of all, the EU. The Union’s enlargement
to the East has been seen both as a tremendous
opportunity and as a significant threat,
depending on the one doing the talking.
To date, the EU has had more than a year
to adjust to its new shape and size. What do
things look like from the inside, MEP Toomas
18 Nordic-Baltic Review
Hendrik Ilves (Estonia) and Commissioners
Andris Piebalgs (Latvia) and Olli Rehn (Finland)
No more ‘us’ and ‘them’
According to the three gentlemen, the transition
process from candidate to member has
been fairly smooth for the new member states.
– Each new member state had to undergo a
strict regime of political, economical and social
reform in order to be applicable in the first
place, Commissioner Rehn points out. Therefore,
he explains, becoming a member has not
meant any more significant changes to those
who have done their homework properly.
The membership process, as all three are
keen to stress, has had a predominantly positive
influence on the new entrants.
Piebalgs talks of the general positive effects
of a stronger EU, while Rehn focuses on practical
improvements, including the development
of judicial structures and democratic institutions,
as well as increased foreign investments.
Ilves, on the other hand, sees membership
also as a psychological process.
– We are, albeit slowly, getting over the idea
that Europe is ‘them’, as opposed to ‘us’. Over
time, we are beginning to feel that when we
go to Brussels or Helsinki, we are not going to
Europe, but somewhere else within Europe, he
describes the general sentiment.
Fear and protectionism
Despite a positive start on the whole, new EU
members have also been brought face to face
with a whole set of problems that the Union is
Sustaining economic growth and the ratification
of the Constitutional Treaty are at the
top of Commissioner Piebalgs’s list of causes
for concern. To him, the two are closely linked:
he sees the negative referendum results in
France and the Netherlands as symptoms of
– We have not been able to communicate
to people and to address the real issues of their
concern – job security and social conditions,
safety and security in general, he says.
Toomas Hendrik Ilves agrees, but looks
at the issue from the point of view of new
members. To him, the French and Dutch votes
were examples of Western European protectionism.
– The EU was created, in a sense, to banish
forever the use of ethnic stereotypes as a
political tool in Europe. This is not lost on new
members who see attempts to extend limits on
free movement of labor and services as protectionism
against us, he says.
Olli Rehn points out that at the end of the
day, all EU members are in the same boat.
– The most important question is what kind
of a solution we’ll be able to find for the budgetary
framework for 2007–2013, he argues.
All eyes on the East
Eastern relations seem to be at the heart of
many challenges on the European political
agenda, and the new member states have
brought along new considerations.
The geopolitical position of most new
members, for one thing, adds complexity to
questions of common foreign and security
policy, particularly in relation to close neighbors
like Russia, Ukraine and Belarus.
Meanwhile, countries a fair bit further East
have made competitiveness an endless topic
of discussion at European tables, and this is
where Rehn and Ilves see that new members
have something to teach the old ones.
– The new members have a good capacity
for reform, while old member states clearly
have difficulties adapting to the on-going
liberalization of world trade and tightening
competition, Rehn says.
Ilves agrees: – The Hartz reforms that were
so painful and slow in Germany are really
peanuts compared to the radical and rapid
reforms undertaken by the new, post-communist
countries in the past 15 years.
Time for collaboration,
In Toomas Hendrik Ilves’s opinion, EU protectionism,
regarding both agricultural imports
and the free movement of labor and services,
is short-sighted and only hinders the area’s
ability to compete in the global marketplace.
He encourages new member states to align
themselves with reform-friendly older members,
such as the Nordic countries.
Olli Rehn also emphasizes the importance
of collaboration. He gives praise to new member
states for working towards the common good
of the EU and for efforts to improve the efficiency
of the internal market.
Rehn hopes that this will speed up the
development of EU’s growth and employment
– Old member states have a historic duty to
support the development of the new EU members
and candidate countries. Equal development
will give Europe the best advantage in
the constantly tightening global competition. ■
Commissioner Olli Rehn points out that the transition from
candidate to member did not bring significant changes for
the countries in question, because they had to undergo strict
reforms in order to be applicable.
MEP Toomas Hendrik Ilves says that people in the Baltic
countries are slowly getting over the idea that Europe is
‘them’ as opposed to ‘us’.
Sustaining economic growth and the ratification of the Constitutional
Treaty are at the top of Commissioner Andris
Piebalgs’s list of causes for concern.
NORTHERN EUROPEAN LEGAL MARKET
The Swedish legal market is the
most intensely competitive of
all Nordic markets. Regional
stock-market concentration and
corporate consolidation also
make it very enticing. Roschier
Holmberg is set to take on the
challenge with a combination of
the right attitude and expertise.
Text: Olli Manninen
Roschier Holmberg announced in
June that it will be opening a new
office in Stockholm later this year.
The move is set to strengthen the
firm’s standing in the international
Stockholm is quickly establishing itself as
a hub for Nordic and Baltic financial markets,
and a local presence is increasingly important
for the successful handling of demanding
Roschier’s Stockholm office will be headed
by internationally renowned lawyer Axel
Calissendorff. Before Roschier, he had a long
career as partner at Mannheimer Swartling
and was President of the Swedish Bar Association
At Roschier Holmberg, Calissendorff will
continue to focus on mergers and acquisitions,
as well as other transactional work. The Stockholm
office will also provide services in dispute
resolution and IPR – both areas in which
Calissendorff is experienced and reputed.
An enticing challenge
Axel Calissendorff describes the Swedish legal
market as challenging but enticing.
– There are a lot of internationally competitive
large corporations that local law firms
have served successfully. As Nordic financial
markets have concentrated in Stockholm, also
international law firms have become interested.
He points out, however, that local firms
have had a strong hold of the market.
– As Swedish companies have become
Axel Calissendorff believes that transactions outside the stock market are likely to dominate the scene in the coming years.
“Representation of private-equity players and assistance in financial drafting and negotiation will offer an interesting niche
for law firms”, he says.
international, they have continued using local
lawyers rather than sought the company of
Strong concentration in the Swedish legal
market paves the way for new entrants.
– When the market is dominated by a few
large players, conflicts of interest are inevitable.
At the moment, there is a gap in the market for
new players, Calissendorff says.
Partner Ulf-Henrik Kull from Roschier
Holmberg adds that the consolidation trend
between Finnish and Swedish companies also
strengthens Stockholm’s position as the centre
of Northern Europe.
Calissendorff agrees: – Northern European
corporate transactions increasingly concentrate
in Stockholm as a consequence of the
integration of financial markets and Nordic
Cross-border service at a local level
Roschier is set to tackle the competition for
Northern European clients by offering extensive
20 Nordic-Baltic Review
– The firm wants to create a first-rate, competitive
transactional boutique that will attract
private-equity and industrial players and both
public and private transactions, Calissendorff
– On top of that Roschier intends to focus
on dispute resolution with a Northern-European
angle. There is a great potential for representing
clients in disputes involving Nordic,
Baltic and foreign parties in international arbitration.
A third, equally significant practice area
will be intellectual property rights. – In these
issues the firm will benefit from the crossborder
Ulf-Henrik Kull also likes to emphasize the
significance of the right attitude and a clientfocused
– Competition is very intense and all players
offer top-level expertise. Our competitive
advantage comes from our attitude and our
understanding of our clients. We do not simply
offer top-quality legal expertise, but also solutions
that facilitate our clients’ business development,
According to Calissendorff, client feedback
has indicated that this is an attractive
Ulf-Henrik Kull says that the consolidation trend between
Finnish and Swedish companies strengthens Stockholm’s
position as the centre of Northern Europe.
A stronger role for private equity
Ulf-Henrik Kull estimates that the privateequity
sector is likely to be very active in the
– There are a good deal of funds being
raised for investments in the Nordic region,
and private-equity houses are driving the
development, he says.
– Investments will be a business driver. More
consolidation can be expected for example in
the energy and infrastructure sectors.
Calissendorff says that transactions, mergers
and acquisitions are key areas of expertise
– Financing is also an important area,
because a great deal of transactions depend
on borrowing money. Roschier Holmberg can
provide assistance in financing matters, both
in public and private transactions.
He adds that people often perceive transactions
as stock-market related, but there are also
a lot of cases without such a connection.
– Transactions outside the stock market
are likely to dominate the scene in the coming
years. Representation of private-equity players
and assistance in financial drafting and negotiation
will offer an interesting niche for law
Axel Calissendorff adds that Roschier can
also provide assistance in many non-financial
matters, such as competition issues. – The firm
can for example advise in creating incentive
programs for key employees. ■
BALTIC BUSINESS ENVIRONMENT
There’s less corruption in Latvia
than research shows, the head of
Latvia’s anti-corruption agency
Aleksejs Loskutovs believes.
Text: Sami Lotila
Latvia’s reputation as a particularly
corrupt country is unfortunate,
and it is partially based on inaccurate
information, says Aleksejs
Loskutovs, the director of Latvia’s
Founded in 2003, the anti-corruption
agency operates under direct supervision
of the Latvian government and receives its
funding from the
state. Their office on
Riga’s Albertas street
employs a staff of 120.
In addition to
cases, the agency does pre-emptive work
and, among other things, drafts bills supporting
the fight against corruption.
Loskutovs does not deny that Latvia has a
problem with corruption, but says that in part
the problem only exists in the minds of Latvians.
– It is in our nature to be self-deprecating
and pessimistic. Most people say they have
Most people say they have heard
of corruption, but not that many
have actually experienced it.
heard of corruption, but not that many have
actually experienced it.
The nation’s sensitivity towards corruption
has been increased by populist politicians, who
have declared corruption the worst scourge in
the country. The New Time party, for example,
has proclaimed the fight against corruption as
In 2004, Latvia was in 57th place in a corruption
International – in
other words, there
are only 56 less corrupt countries in the world.
The least corrupt one is Finland.
Out of the European countries in the study,
however, Latvia is among the ‘dirtiest’.
– The study was conducted by interview, in
other words it is based more on perceptions
than fact, Loskutovs points out, but admits
that he would like to see Latvia move up in the
tables in the coming years.
22 Nordic-Baltic Review
Reports of rife corruption in Latvia have
also been given by Nordic businessmen operating
Legislation for sale
Loskutovs, 42, a lawyer educated in Moscow,
Helsinki and Riga, has been at the helm of the
anti-corruption agency for a year and a half
He says that the agency is not likely to be
fully functional until about five years from now.
The startup process
would be quicker, if
funding was more
the agency’s annual budget is 3.2 million Lats,
or 4.6 million Euros.
– However, even in a short period of time
we have achieved significant results, Loskutovs
says with satisfaction.
In 2004, agency investigations led to 34
criminal charges, and during the first half of
2005 there have already been 24 cases.
– To me, the most notable individual
achievement is the increase of transparency in
political funding. Resistance from the parties
has been very strong at times.
Up until the elections in 2002, according
to a report by Transparency International,
Latvian politicians were controlled through
secret handouts, which secured advantageous
privatization deals, wins in public procurement
bids and even specific legislation for the
Due to an initiative by the anti-corruption
agency, private individuals are now allowed to
donate only a limited sum of money – much
smaller than before – to political parties each
year, and they must be able to prove that the
money is legitimate. In Latvia, the state does
not provide any funds for political parties.
No case is
The enforcement of
laws and the vigilance
of the enforcers
is an issue that Latvia
still has to work with, says Loskutovs. Officials
do not pay enough attention to potential corruption.
– It may be that officials already have so
much work that there isn’t enough time for
In recent years, several Latvian officials
and even two prosecution officers have been
exposed for corruption. The police for example,
have had a dubious practice of selling
stolen cars back to their owners.
No corruption case is too small
for the anti-corruption agency to
investigate. The agency receives
dozens of tip-offs every day. So far,
the smallest financial value of a tipoff
that lead to an investigation has
been 40 Lats, or 58 Euros.
– As a result of our activities, the
state has gained back criminally
a c q u i r e d
at least two
(2.9 MEUR), Loskutovs calculates.
The anti-corruption agency collaborates
internationally with officials
from Germany, Finland and Hong
Kong, among others. The agency
has also received financial support
from the EU Phare program and the
We should be able to reopen and
review old privatization cases.
More control over
Our most notable individual
achievement is the increase of
transparency in political funding.
Latvia, like its neighbors Lithuania
and Estonia, was still a part of the
Soviet Union 15 years ago, and the
roots of corruption in the country
are well known.
– In part the corruption stems
from the Communist system, where
goods and services could only be
obtained through the right connections or by
bribery, Loskutovs explains.
The financially most significant corruption
cases have been connected to the privatization
processes, some of which are still underway.
Large companies along with other state property
have been sold – and even handed out – to
private hands through contracts that go against
a common sense of
– In my opinion,
we should be able to
reopen and review
cases, but I don’t think these kinds of processes
are likely to be started, Loskutovs says.
He also thinks it is unfortunate that Latvian
legislation does not enable more stringent
controls for the governance of public property.
Corrupt officials are able to lease out state and
communal property to private parties below
market prices without having to answer for it.
Photo: Albert Truuväärt
“The enforcement of laws and the vigilance of the enforcers is an issue
that Latvia still has to work with”, says Aleksejs Loskutovs.
Money has always been sacred
in the corporate world, but
other values have cropped
up in discussion as well.
There has been talk of how
significant a dedicated owner is to the development
of the company and the well-being of its
Nowadays, money and productivity feature
even more prominently in public discourse
than before, but this does not mean that buyers
and owners are no longer dedicated.
The current discussion has gained momentum
from the increasingly active role that
private-equity investors have assumed in the
corporate transactions market. Their return
expectations are tough, as high as 20 per cent,
– We are always looking for a responsible
buyer. Sometimes it’s easy to sell to another
private-equity company, because we are familiar
with their style of operation and management.
Private-equity firms normally hold their
portfolio companies for three to five years. Can
an owner like this be dedicated to developing
the company Will employees be reduced to
– If a PE firm buys a company, the rules of
the game are clear. It comes without saying
that the ownership will be only for the midterm,
– And anyway, what kind of ownership is
permanent these days Even the owners of
listed companies change all the time. There
No more permanent ownership
Lately, private-equity investors
have gained more purchasing
power, which has strengthened
their role in the corporate transactions
market. The trend is set to
continue, while other players in
the market regain their bearings.
when others may make do below eight per
– This has resulted in other investors also
beginning to re-evaluate their return expectations,
says Björn Savén (picture), CEO and
chairman of Industri Kapital, one of the largest
private-equity companies in continental
Europe and the Nordic region.
Founded in 1989, Industri Kapital has
acquired 53 companies during its existence,
including Lindex, Intrum Justitia, Oriflame,
Alfa Laval and Tradeka. After a few years, the
companies are re-sold or listed in the stock
market, like KCI Konecranes, which was
acquired in 1994 and listed in 1996.
24 Nordic-Baltic Review
Text: Maija-Liisa Ihanus
Secondary buyouts on the increase
The latest trend is the increased popularity of
secondary buyouts – in other words, privateequity
investors selling to other private-equity
investors. Savén says that PE companies are
strong buyer candidates, because the credit
market is so strong.
– They will continue to have a strong presence
in corporate transactions for at least a
year or two, because it will take some time for
the IPO and industrial markets to adapt to the
When Industri Kapital is looking to exit its
ownership of a company, another PE investor
is as likely an option as an IPO or an industrial
is no such thing as permanent ownership as
it’s not acceptable elsewhere that money be
unproductive. Why shouldn’t the best possible
return be sought also in corporate transactions,
Prices on the way up
Roschier Holmberg’s Managing Partner Lennart
Simonsen says that lately the prices of companies
have clearly been on the increase.
– It seems clear that PE houses can support
a competitive price in for example controlled
auctions, which means that they have been
able to compete successfully with industrial
buyers for interesting targets. Although industrial
buyers can benefit from synergies, this
alone is no longer sufficient in price competition,
But the private-equity market depends
on exit opportunities, which are good in the
Nordic markets. According to Savén, also IPOs
still remain a viable option.
– The Nordic countries still have relatively
active local stock markets. I believe that private-equity
investors will conduct a few local
IPOs, but there will be significantly fewer of
them than before. And they will not necessarily
be to local stock markets – thanks to
the Euro, Finnish growth companies have
good prospects to list for example also on the
London or New York stock markets, Savén
points out. ■
LAWYERS AND SOCIETY
A responsible take on business
Although the practice
of law has become big
business, lawyers still
have an important
social function as
representatives of the
Text: Kaisa Hernberg
The practice of law has
the years from plain
towards a more business-oriented
law in particular has become
a big, global business.
In such an environment it is
easy to forget, why the legal profession
has come to be in the first
– This is not just about business.
Each member of the Bar is
also a part of the judiciary, and
© Chris Lisle / CORBIS / SKOY
this should be an integral part
of our professional identity, says
Roschier Holmberg’s Senior Partner
He points out that all democratic
societies depend on an
independent judicial system.
– Every person and corporate
body should have access to independent,
advice to defend their rights.
Integrity is good
Lindholm has noted with satisfaction
that young, fledgling lawyers
display a genuine interest in ethical
Roschier Holmberg provides
training on ethics and professional
conduct to all young lawyers, and
Lindholm says that this has a very
positive effect on job satisfaction.
– The brightest ones are not driven
by money. They seek a more sublime
purpose in their professional
The firm also undertakes a
lot of pro bono work, including
active participation in legislative
processes. A current example is
their involvement in the modernization
of the Finnish Companies
Roschier is very actively
involved in the Finnish Bar Association’s
free legal advice scheme,
whereby advocates provide legal
assistance in weekly walk-in surgeries.
In the aftermath of the
Boxing Day tsunami, the firm has
assisted victims’ families.
Tomas Lindholm firmly
believes that doing the right thing
is not only beneficial to the society
but also good for business.
– Many attorneys do not seem
to realize it, but professional
integrity is our ultimate competitive
RoschierRaidla firms have had
an active role in their countries’
A framework for
Finnish legal practice
Roschier Holmberg’s active societal
involvement has its roots in
the early days of the firm. The
firm’s founder Åke Roschier-
Holmberg had a significant role
in shaping the legal profession in
Mr Roschier-Holmberg was
a member of the committee that
drafted Finland’s first Act on
Advocates, which was enacted in
1958. He was also actively involved
in the Finnish Bar Association,
serving on its board for eight years
and as its vice president and president
for eleven years. Later on, he
proceeded to the International
Bar Association (IBA), where he
was a Council Member.
Other Roschier lawyers have
since continued in his footsteps
in leadership positions in the
FBA and IBA, as well as in many
international professional bodies,
including AIJA, AIPPI, LES and
In the heart of Estonia’s
The history of Raidla & Partners is
very closely tied to Estonia’s independence
The firm’s founder Jüri Raidla
served as the country’s first Minister
of Justice after the restoration of
its independence. Once the independence
process was underway,
there was an urgent need to update
the country’s legislative system.
Raidla headed a committee of
experts responsible for drafting
the legal structure of Estonia’s
new constitution. With hindsight,
Raidla says, the constitution has
worked very well, despite a very
hasty drafting process.
His intense involvement in
drafting legislation and the necessary
research that went with it
created a strong interest in commercial
law, and in 1993 Raidla
established his own practice.
He is very satisfied with the
way the legal profession has developed
in post-Soviet Estonia. The
business has become very international,
and lawyers have been
keen to adopt Western ethical
Raidla points out that lawyers
have had a very significant role in
Estonia’s transformation process.
– The rule of law in a society
can only be established through
law itself. Therefore the drafting
of laws is of key importance in a
society in transformation. ■
from strength to strength
The member firms of RoschierRaidla, Roschier Holmberg in Finland,
Raidla & Partners in Estonia, Lejins, Torgans & Vonsovics in Latvia and
Norcous & Partners in Lithuania, have been involved in several hundred cross-border transactions
with an aggregate deal value of well above 50 billion euros over the last five years.
What others say about us
“Law firm of the Year for Finland”
(International Financial Law Review/
IFLR Awards 2004 and 2005)
“Regularly involved in the most
prominent and important deals in
the Nordic market.”
“In many ways, Roschier Holmberg
remains the benchmark for success.”
“The undisputed leader in the
Helsinki market for commercial
“Undoubtedly the number one
firm in Helsinki.”
“This innovative firm is constantly
looking forwards and upwards.”
(In Brief, Finland update)
“Finland’s leading law firm.”
(The International Who’s Who of
Raidla & Partners
“31-lawyer Raidla & Partners is
easily the largest and best-known
firm in Estonia. Clients praise the
firm for its ‘unique quality of service
“Raidla and Partners enjoys a prestigious
reputation in Estonia.”
“This universally regarded firsttier
firm is distinguished in the
market by its depth of resources,
good relationships with the government
and a ‘more international
approach’ than some competitors.”
“The firm is one of Estonia’s strongest,
again ranked in the first tier
for every area of work. Clients call
the firm’s services ‘first class’.”
Lejiņś, Torgāns & Vonsovićs
“Enjoys an excellent reputation for
its corporate practice and international
arbitration, and advises an
impressive list of clients.” “Clients
praise the firm for its ‘excellent
and honest communication’.”
“Recommended by its clients for
its ‘ability to always come back
“Market sources commended this
firm for its consistency and depth.”
“The market leader for banking
and finance work in Latvia and
one of the most respected internationally.
It is ‘solidly a tier-one
firm’ and ‘everyone’s major competitor
on M&A work’.”
Norcous & Partners
(PLC Which Lawyer)
“Norcous & Partners offers an allround
service and provides advice
on project finance transactions
and regulatory matters.”
“The new co-operation Roschier-
Raidla is expected to strengthen
the firm’s cross-border capabilities.”
The RoschierRaidla firms in leading legal directories
Chambers Global – ranked in
Tier 1 in all three practice areas
Legal 500 – ranked in Tier 1 in
seven out of nine practice areas
surveyed: Banking and finance,
Capital markets, Corporate and
tax, Dispute resolution, EU and
PLC Which Lawyer – ranked in
Tier 1 in 14 out of 20 practice areas
surveyed: Banking and finance,
Corporate real estate, Dispute
resolution, Energy, Environment,
Intellectual property, Labour and
employee benefits, Life sciences:
regulatory, Life sciences: intellectual
property, Life sciences:
corporate & commercial, M&A,
Private equity/venture capital,
IFLR 1000 – ranked in Tier 1 in
all three practice areas surveyed:
Banking, Capital markets, M&A
Raidla & Partners
Chambers Global – ranked in
Tier 1 in the only practice area
Legal 500 – ranked in Tier 1 in
four out of six practice areas
surveyed: Banking and finance;
Corporate and commercial; IP,
IT and telecoms; Real estate and
PLC Which Lawyer – ranked in
Tier 1 in all three practice areas
surveyed: Company and corporate
anti-trust, Dispute resolution
IFLR 1000 – ranked in Tier 1 in
all four practice areas surveyed:
Banking, Capital Markets, Mergers
and acquisitions, Project finance
Lejiņś, Torgāns & Vonsovićs
Chambers Global – ranked in Tier
1 in the only practice area surveyed:
Legal 500 – ranked in Tier 1 in
five out of seven practice areas
surveyed: Banking and finance,
Corporate and commercial, Foreign
investment, Real estate and
PLC Which Lawyer – ranked in
Tier 1 in one out of three practice
areas surveyed: Competition/antitrust
IFLR 1000 – ranked in Tier 1 in
both practice areas surveyed:
Norcous & Partners
Legal 500 – ranked in Tier 2 in the
following practice area: IT and
PLC Which Lawyer – ranked in
Tier 1 in one out of three practice
areas surveyed: Competition/antitrust
26 Nordic-Baltic Review
POINT OF VIEW
lawyers: why are
a fact of life for
and not for others Whisper it
softly: Could it be that the law, like
acting and cooking, attracts prima
donnas with oversized egos
The answer is rather complex.
The law undeniably attracts competitive,
intelligent people, who
are often ‘big personalities’. On
the other hand, law is a ‘people
profession’. Clients are always telling
me that they use a lawyer, not
a law firm.
For big cases, ‘star quality’ is
increasingly vital, while for more
everyday matters the client wants
to know that they are getting
someone friendly and hardworking,
who will return calls and
devise practical solutions.
In a deregulated economy,
the difference between getting the
top minds and solid second-raters
can mean the difference between
success and failure, riches and
So, the stakes riding on being
the best get larger. And nowhere
is this felt more keenly than in
those professions that require a
combination of technical knowledge,
the willingness to work
long hours, and the elusive combination
of business understanding
and ‘people skills’. Law, for
Robert Reich, Brandeis Professor
of Social and Economic
Policy and Secretary of Labor
under Clinton, has dubbed this
of loyalty’. Clients
are under more
pressure than ever
to get a good deal.
But they still want
that they will get
that clients are “overwhelmed
with information – sales pitches,
commercials, bids, choices, visual
clutter, noise”. They have great
power to get what they want – if
they can find it.
Text: Ross Cogan
Clients are under
more pressure than
ever to get a good
deal. But they still
want the reassurance
that they will get
That, to answer
my first question,
is why legal directories
are not just
But it doesn’t
mean that you
should take all
directories equally seriously. In
fact, the more they become part
of the environment, the more
you owe it to yourselves to find
out which ones are used and
respected, and which ones are
‘pay-to-play’ sales efforts.
Ask which ones fellow clients
have heard of. Which ones
do respectable firms contribute
to What about the publishers
– how many copies do they
produce How do they compile
It’s a well-known sales ploy to
phone up a partner pretending to
be a journalist interested in a particular
deal. After a few minutes of
flattery, the ‘journalist’ announces
their intention to feature a story
in the next edition of Mega-Deal
Global Big-Business Quarterly.
“And of course you’ll want to take
out an advert”.
Naturally, when the magazine
arrives it’s poorly produced with
no evidence of genuine research.
Don’t fall for this.
In the case of Chambers, our
tables are compiled almost solely
on the basis of feedback – if a firm
is not recommended to us, they’re
Don’t assume, though, that
this is the way all directories operate.
I’m fairly sure, for example,
that one of our competitors does
a lot fewer interviews, but spends
longer analyzing the deals put forward
In the final analysis, however,
the tables will be decided by
what the markets say. The firms
that do best are the ones who
are mentioned most often, in the
most glowing terms, by the most
When all’s said and done, it all
comes back to being the best. ■
Ross Cogan is the editor of Chambers Global: The World’s Leading Lawyers for Business. He can be contacted on firstname.lastname@example.org or
+44 207 778 1656.
An integrated cross-border operation of
premier law firms in four jurisdictions
• direct access to the Baltic rim market
• solutions based on premier legal expertise in each jurisdiction
• uniform quality and best practices of international standard
in the main practice areas
• mergers and acquisitions
• finance and capital markets
• EU and competition
• corporate and commercial
• dispute resolution
• intellectual property and technology
• real estate
The law firms Roschier Holmberg in Finland, Raidla & Partners in Estonia,
Lejiņś, Torgāns & Vonsovićs in Latvia and Norcous & Partners in Lithuania
provide services under a common brand RoschierRaidla.
Tampere Turku Vaasa
Keskuskatu 7 A
FI-00100 Helsinki, Finland
Tel. +358 (0)20 506 6000
EE-10119 Tallinn, Estonia
Tel. +372 640 7170
LV-1010 Riga, Latvia
Tel. +371 782 1525
A. Goštauto 12 A
LT-01108 Vilnius, Lithuania
Tel. +370 5268 3620
For further information: Gunilla Rosengren / Roschier Holmberg, Helsinki, tel. +358 (0)20 506 6310, e-mail: email@example.com