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Nordic-Baltic Review - NORCOUS Academia

Nordic-Baltic Review

the RoschierR aidl a magazine 2005

FENNO-BALTIC PARTNERING

Finl and Estonia L at via Lithuania

What does a

global client

expect from

a law firm

Page 8

Talermo:

Sports, brands

and

hostile takeovers

Page 12

Carl Bildt and Indrek Neivelt:

What’s

in store

for the

Baltic tiger

economies

Page 4

Facing the

Swedish

challenge

Roschier Holmberg

takes a leap over the

Gulf of Bothnia

Page 20


IN THIS ISSUE

BUSINESS FOCUS

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

Nordic-Baltic Review

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

IN DEPTH

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

IN BRIEF

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.

www.roschierraidla.com


EDITORIAL

Towards a Northern

European market

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

years.

However, while

the old Europeans

in general have been

vividly discussing how

to adjust to a notion

of a larger union, a

smaller-scale convergence

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

stock exchange.

Now that Estonia, Latvia and Lithuania are

part of the EU, the region has yet another unifying

feature.

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

interesting.

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

standard.

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

region.

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

transactions.

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

culture.

We hope that the Nordic-Baltic Review will

provide you with interesting food for thought,

as well as an enjoyable reading experience.

Tomas Lindholm

Chairman of the Management Board,

RoschierRaidla

Senior Partner, Roschier Holmberg

3


BUSINESS FOCUS

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.

Questions

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

Carl Bildt

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

organizations.

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

system.

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

emerging markets.

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

current-account deficits.

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

develop.

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

future.

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

Hansapank.

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.

Indrek Neivelt

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. ■

5


BUSINESS FOCUS

Competitive or not

Finland leads international

competitiveness rankings,

but how reliable are such

comparisons The Nordic-

Baltic Review catches up

with Sampo Group’s CEO

Björn Wahlroos.

Text: Kaisa Hernberg

A

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

costs.

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

social questions

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

promptly.

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

market.

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

from scratch.

– 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-Baltic figures

Nordic and Baltic countries at a glance

Finland

Official name: Suomen tasavalta

Capital: Helsinki

President: Mrs Tarja Halonen

(since 2000)

Population: 5.2 million

Languages: Finnish, Swedish

Neighboring countries: Russia,

Sweden, Norway

Main religion: Lutheran

Protestant (89% of population)

Currency: Euro (EUR)

GDP: EUR 149.7 billion

(estimate 2004)

Inflation: 0.2%

Estonia

Official name: Eesti Vabariik

Capital: Tallinn

President: Mr Arnold Rüütel

(since 2001)

Population: 1.35 million

Language: Estonian

Neighboring countries: Latvia,

Russia

Main religions (2001):

Greek Orthodox (20,3%),

Lutheran Protestant (13,7%)

Currency: Eesti kroon (EEK)

GDP: EUR 8.9 billion

Inflation: 3.0%

Latvia

Official name: Latvijas Republika

Capital: Riga

President: Mrs Vaira Vike-

Freiberga

(second term since 2003)

Population: 2.3 million

Language: Latvian

Neighboring countries: Estonia,

Lithuania, Byelorussia, Russia

Main religions:

Lutheran Protestant (23%),

Roman Catholic (19%),

Greek Orthodox (15%)

Currency: Lat (LVL)

GDP: EUR 13.6 billion

Inflation: 6.2%

Sources: Finpro, Ministry for Foreign Affairs of Finland, Statistics Finland

Lithuania

Official name: Lietuvos

Respublika

Capital: Vilnius

President: Mr Valdas Adamkus

(since 2004)

Population: 3.43 million

Language: Lithuanian

Neighboring countries:

Byelorussia, Latvia, Poland,

Russia (Kaliningrad)

Main religion:

Roman Catholic (79%)

Currency: Litas (LTL)

GDP: EUR 17.9 billion

Inflation: 1.2%

Sweden

Official name: Konungariket

Sverige

Capital: Stockholm

Head of state: King Carl XVI

Gustaf (since 1973)

Population: 9 million

Language: Swedish

Neighboring countries:

Finland, Norway

Main religion:

Lutheran Protestant (94%)

Currency: Krona (SEK)

GDP: EUR 278 billion

Inflation: 0.4%

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

anti-corruption tables

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 index.

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

Latvian labor

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

behind.

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

benefits.

Country

rank

Average annual

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.

7


GLOBAL BUSINESS PERSPECTIVE

The best lawyer

In-house lawyers at

the world’s leading

telecommunications

company Nokia do not just

mind the details – they mind

about the big picture adding

value to the business in the

broad sense.

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

Group.

– 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

set up.

– 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

law firms.

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

in-house lawyers.

– 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

everywhere.

– 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

well.

– We’ve developed the collaboration to a

level where we as client also need to invest in

the relationship to extract the maximum value,

Komi explains.

– We regularly engage in open dialogue,

feedback and constructive debate. And I keep

reminding them of the need to “win your client

every day”.

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. ■

9


NORDIC-BALTIC COLLABORATION

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

RoschierRaidla combine.

Networking

brings quick results

Joining the forces of four law

firms has been a positive

and rewarding challenge for

RoschierRaidla.

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

for collaboration

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

has brought.


– 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.

Best practices

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

closer together.

– 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

Norkus says.

– 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

collaboration.

Working with fast-growing Baltic law firms makes Roschier

Holmberg’s Jan Willamo feel more energized.

Roschier Holmberg

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

11


BUSINESS SPOTLIGHT

Sports, brands

and hostile

takeovers

LAYOUT PICTURE

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

English Lord.

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-

meter hurdles.

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

to cars.

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

manufacturing.

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.

13


– 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

to shareholders.

– 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

in-house.

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

says.

14 Nordic-Baltic Review

A coup d’état

in the making

Amer’s metamorphosis

to a sporting goods manufacturer has

been a lengthy process. Today, the company

is something of a rarity in Finland in many

respects.

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

understanding.

– 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

competition.

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

explains.

– 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

products.

Don’t discount

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

of products.

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’,

he adds.

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

alone. ■


STRIVING FOR EXCELLENCE

An ideal

performance

takes skill

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

possible time.

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

same performance.

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.

Dreams remain

Rinkevicius graduated

from the St

Petersburg Conservatory

in 1983. The

same year, he won

the fifth Soviet All-

Union Conductors’

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 failures.

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. ■

15


NORDIC BUSINESS ENVIRONMENT

All set for a common

Text: Antti Lagus

Nordic exchange

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

platform.

– 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

Nordic list.

– 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

benefit.

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

and telecommunications.

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.

Changing perceptions

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

fees.

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

investing, Ruuska

says.

– 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

Strengthening

local markets

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

initiatives to

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. ■

17


EU ENLARGEMENT

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

struggling with.

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

people’s concerns.

– 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,

not protectionism

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

strategies.

– 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.

19


NORTHERN EUROPEAN LEGAL MARKET

Facing the

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

legal market.

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

transactions.

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

in 2001–2004.

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

international firms.

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

stock markets.

Cross-border service at a local level

Roschier is set to tackle the competition for

Northern European clients by offering extensive

legal expertise.

20 Nordic-Baltic Review


Swedish challenge

Eichhöfer/STERN/Picture Press/SKOY

– 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

describes.

– 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

RoschierRaidla network.

Ulf-Henrik Kull also likes to emphasize the

significance of the right attitude and a clientfocused

approach.

– 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,

Kull explains.

According to Calissendorff, client feedback

has indicated that this is an attractive

approach.

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

foreseeable future.

– 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

for Roschier.

– 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

firms.

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. ■

21


BALTIC BUSINESS ENVIRONMENT

Better

than

its

reputation

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

anti-corruption agency.

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

researching corruption

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

its priority.

In 2004, Latvia was in 57th place in a corruption

index by

international anticorruption

organization

Transparency

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

in Riga.

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

now.

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

generous. Currently

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

donors.

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

too small

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

this.

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

funds worth

at least two

million Lats

(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

World Bank.

We should be able to reopen and

review old privatization cases.

More control over

public property

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

justice.

– In my opinion,

we should be able to

reopen and review

old privatization

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.

23


PRIVATE EQUITY

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

personnel.

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

circulating assets

– 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,

Savén says.

– 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

cent.

– 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

new situation.

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

buyer.

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,

he argues.

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,

Simonsen explains.

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

judicial system.

Text: Kaisa Hernberg

The practice of law has

evolved throughout

the years from plain

legal representation

towards a more business-oriented

activity. Commercial

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

place.

– 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

Tomas Lindholm.

He points out that all democratic

societies depend on an

independent judicial system.

– Every person and corporate

body should have access to independent,

uncompromised legal

advice to defend their rights.

Integrity is good

for business

Lindholm has noted with satisfaction

that young, fledgling lawyers

display a genuine interest in ethical

questions.

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

life.

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

Act.

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

advantage. ■

Social

participation over

several decades

RoschierRaidla firms have had

an active role in their countries’

societal development.

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

Finland.

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

IFA.

Jüri Raidla

In the heart of Estonia’s

independence process

The history of Raidla & Partners is

very closely tied to Estonia’s independence

process.

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

standards.

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. ■

25


BACKGROUND

RoschierRaidla

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

Roschier Holmberg

“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.”

(Chambers Global)

“In many ways, Roschier Holmberg

remains the benchmark for success.”

“The undisputed leader in the

Helsinki market for commercial

matters.”

(Legal 500)

“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

Business Lawyers)

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

and efficiency’.”

(Legal 500)

“Raidla and Partners enjoys a prestigious

reputation in Estonia.”

(Legal 500)

“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.”

(Chambers Global)

“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’.”

(IFRL 1000)

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’.”

(Legal 500)

“Recommended by its clients for

its ‘ability to always come back

with solutions’.”

(Legal 500)

“Market sources commended this

firm for its consistency and depth.”

(Chambers Global)

“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’.”

(IFRL 1000)

Norcous & Partners

“Up-and-coming commercial

firm”

(PLC Which Lawyer)

“Norcous & Partners offers an allround

service and provides advice

on project finance transactions

and regulatory matters.”

(Legal 500)

“The new co-operation Roschier-

Raidla is expected to strengthen

the firm’s cross-border capabilities.”

(Chambers Global)

The RoschierRaidla firms in leading legal directories

Roschier Holmberg

Chambers Global – ranked in

Tier 1 in all three practice areas

surveyed: Communications,

Competition/Anti-trust, Corporate/M&A

Legal 500 – ranked in Tier 1 in

seven out of nine practice areas

surveyed: Banking and finance,

Capital markets, Corporate and

commercial/M&A, Corporate

tax, Dispute resolution, EU and

competition, TMT/Intellectual

property

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,

Tax, Telecommunications

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

surveyed: Corporate/Commercial

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

construction;

PLC Which Lawyer – ranked in

Tier 1 in all three practice areas

surveyed: Company and corporate

transactions, Competition/

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:

Corporate/Commercial

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

construction, Tax

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:

Banking, Corporate/commercial

Norcous & Partners

Legal 500 – ranked in Tier 2 in the

following practice area: IT and

telecoms

PLC Which Lawyer – ranked in

Tier 1 in one out of three practice

areas surveyed: Competition/antitrust

26 Nordic-Baltic Review


POINT OF VIEW

Actors, restaurateurs,

lawyers: why are

business directories

a fact of life for

some professionals

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

bankruptcy.

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

example.

Robert Reich, Brandeis Professor

of Social and Economic

Policy and Secretary of Labor

under Clinton, has dubbed this

Winning

the

fame game

the ‘obsolescence

of loyalty’. Clients

are under more

pressure than ever

to get a good deal.

But they still want

the reassurance

that they will get

quality.

Reich argues

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

quality.

That, to answer

my first question,

is why legal directories

are not just

ego-stroking flimflam.

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

their lists

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

not in.

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 submissions.

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

important clients.

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 rossc@chambersandpartners.co.uk or

+44 207 778 1656.

27


An integrated cross-border operation of

premier law firms in four jurisdictions

offers you

• 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.

Helsinki Oulu

Tampere Turku Vaasa

Keskuskatu 7 A

FI-00100 Helsinki, Finland

Tel. +358 (0)20 506 6000

www.roschier.com

Tallinn

Roosikrantsi 2

EE-10119 Tallinn, Estonia

Tel. +372 640 7170

www.raidla.ee

Riga

Valdemara 20

LV-1010 Riga, Latvia

Tel. +371 782 1525

www.lt-v.lv

Vilnius

A. Goštauto 12 A

LT-01108 Vilnius, Lithuania

Tel. +370 5268 3620

www.norcous.lt

www.roschierraidla.com

For further information: Gunilla Rosengren / Roschier Holmberg, Helsinki, tel. +358 (0)20 506 6310, e-mail: gunilla.rosengren@roschier.com

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