Act on Competition Restrictions (480/1992), incl. amendment (318/2004) |
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Chapter 1 General Provisions -
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Chapter 2 On Competition Restrictions -
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Chapter 3 Provision of Information on Competition Restrictions -
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Chapter 3a Control of Concentrations -
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Chapter 4 Procedural Provisions -
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Chapter 5 Miscellaneous Provisions
Chapter 1 General Provisions
Article 1
(1) On the protection of sound and effective economic competition from harmful restrictive practices, what is provided in this Act shall be in force.
(2) Upon application of this Act, special attention shall be paid to the interest of the consumers and the protection of the freedom of business undertakings to operate without unjustified barriers and restrictions.
Article 1 a (318/2004)
When a competition restriction may affect trade between the EU Member States, the provisions of Articles 81 and 82 of the EC Treaty shall apply.
Article 2
(1) This Act shall not apply to agreements or arrangements which concern the labour market. (447/1994)
(2) This Act shall not apply to agreements, decisions or corresponding practices by agricultural producers or associations of producers concerning the primary production of agricultural products when they promote an increase in the productivity of agriculture, the effective operations of the market, the availability of foodstuffs and the achievement of reasonable consumer prices and a lower cost level. (908/1995)
(3) The Act shall, however, apply to such practices referred to in paragraph (2), which, to a significant extent, prevent sound and effective competition in the agricultural product market, or lead to an abuse of dominant position. (447/1994)
(4) Unless otherwise prescribed by the State Council, this Act shall not apply to a competition restriction which restrains economic competition outside of Finland insofar as it is not directed against Finnish customers. The State Council may prescribe that the Act be extended to cover a competition restriction felt abroad if so required by an agreement made with a foreign state, or if it is in the interests of Finland's foreign trade. (1529/2001)
(5) The provision of paragraph (4) shall not apply to such measures taken by the Finnish Competition Authority which are covered elsewhere in the European Communities rules. (908/1995)
Article 3
(1) In the context of this Act, a business undertaking shall mean a natural person, or a private or public legal person, which professionally offers for sale, buys, sells, or otherwise obtains or delivers goods or services (product) in return for compensation.
(2) A dominant position shall be deemed to be held by one or more business undertakings or an association of business undertakings, which, either within the entire country or within a given region, holds an exclusive right or other dominant position in a specified product market so as to significantly control the price level or terms of delivery of that product, or who, in some other corresponding manner, influence the competitive conditions on a given level of production or distribution. (318/2004)
Chapter 2 On Competition Restrictions
Article 4 (318/2004)
(1) All agreements between business undertakings, decisions by associations of business undertakings and concerted practices by business undertakings which have as their object the significant prevention, restriction or distortion of competition or which result in the prevention, restriction or distortion of competition shall be prohibited.
(2) In particular, agreements, decisions or practices which: - 1.
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directly or indirectly fix purchase or selling prices or any other trading conditions - 2.
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limit or control production, markets, technical development, or investment - 3.
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share markets or sources of supply - 4.
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apply dissimilar conditions to equivalent transactions with other trading parties, thereby placing them at a competitive disadvantage, or - 5.
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make the conclusion of contracts subject to acceptance by the other parties of supplementary obligations which, by their nature or according to commercial usage, have no connection with the subject matter of such contracts
shall be prohibited.
Article 5 (318/2004)
The prohibitions listed under Article 4 shall not, however, apply to any agreement between business undertakings, any decision by associations of business undertakings or any concerted practice by business undertakings, or any category of agreements, decisions or concerted practices, which: - 1.
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contributes to improving the production or distribution of goods or to promoting technical or economic progress - 2.
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allows consumers a fair share of the resulting benefit - 3.
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does not impose on the business undertakings concerned restrictions which are not indispensable to the attainment of these objectives, and - 4.
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does not afford such business undertakings the possibility of eliminating competition in respect of a substantial part of the products in question.
Article 6 (318/2004)
Any abuse by one or more business undertakings or an association of business undertakings of a dominant position shall be prohibited. Abuse may, in particular, consist in: - 1.
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directly or indirectly imposing unfair purchase or selling prices or other unfair trading conditions - 2.
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limiting production, markets or technical development to the prejudice of consumers - 3.
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applying dissimilar conditions to equivalent transactions with other trading partners, thereby placing them at a competitive disadvantage - 4.
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making the conclusion of contracts subject to acceptance by the other parties of supplementary obligations which, by their nature or according to commercial usage, have no connection with the subject matter of such contracts.
Article 7 (318/2004)
(1) A business undertaking or an association of business undertakings which infringes the provisions of Articles 4 or 6 or Articles 81 or 82 of the EC Treaty shall be fined (a competition infringement fine), unless the conduct shall be deemed to be minor or the imposition of the fine is otherwise unjustified in respect to safeguarding competition.
(2) In fixing the amount of the fine, regard shall be had to the gravity, extent and duration of the competition restriction. The amount shall not exceed 10 per cent of the total turnover of the business undertaking or an association of business undertakings concerned in the preceding year.
(3) The fine shall be imposed by the Market Court upon the proposal of the Finnish Competition Authority. The payment shall be paid to the State.
Article 8 (318/2004)
The Market Court may reduce the fine imposed on a business undertaking or an association of business undertakings under Article 7 or may not impose any fine if the business undertaking or an association of business undertakings has considerably assisted the Finnish Competition Authority in the investigation of a competition restriction.
Article 9 (318/2004)
(1) The Finnish Competition Authority may not make a proposal on the imposition of a fine to the Market Court in the case of a competition restriction between competitors under Article 4 or Article 81 of the EC Treaty whereby prices shall be fixed when selling to third parties, production shall be limited and markets, customers or sources of supply shall be shared if the business undertaking involved complies with all of the following: - 1.
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provides the Finnish Competition Authority with information concerning a competition restriction which allows the Authority to intervene in the restriction - 2.
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provides the information under paragraph (1)(1) before the Authority has obtained it from elsewhere - 3.
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delivers to the Authority all information and documents in its possession - 4.
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co-operates with the Authority during the whole investigation of the competition restriction, and - 5.
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has ended or immediately ends involvement in the restriction after having provided the Authority with the information under paragraph (1)(1).
(2) The Finnish Competition Authority shall issue a separate decision on whether the business undertaking fulfils all the conditions listed under paragraph (1). This decision may not be separately appealed.
Chapter 3 Provision of Information on Competition Restrictions
Article 10
(1) A business undertaking or association of business undertakings shall, at the request of the Finnish Competition Authority, provide the Authority with all the information and documents needed for the investigation of the content, purpose and impact of a competition restriction and clarifying the competitive conditions.
(2) A business undertaking or an association of business undertakings shall, at the request of the Finnish Competition Authority, also provide the Authority with the necessary information and documents to enable it to determine whether the business undertaking or an association of business undertakings holds a dominant position.
(3) The corresponding information and documents shall be provided to a State Provincial Office when it investigates competition restrictions or competitive conditions.
(4) The information shall, whenever requested, be delivered in writing.
Article 10a (400/2003)
Submitting a confidential document to the Finnish Communications Regulatory Authority
Notwithstanding what is prescribed in the Act on the Openness of Government Activities (621/1999), the Finnish Competition Authority has a right to submit to the Finnish Communications Regulatory Authority a confidential document, as defined by Article 24 of the Act, obtained or drafted by it in the process of carrying out the duties assigned to it in this Act, if this is necessary in order for the Regulatory Authority to attend to its duties.
Article 10 b (318/2004)
Article 30 of the Act on the Openness of Government Activities (621/1999) prescribes on the submitting of a confidential document in the possession of the Finnish Competition Authority to a foreign competition authority.
Chapter 3 a Control of Concentrations
Article 11 (303/1998)
(1) In the context of this Act, a concentration means - 1.
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the acquisition of control referred to in Chapter 1, Article 3, of the Companies Act (734/1978) or an acquisition of corresponding actual control (control) or - 2.
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the acquisition of the entire business operations or a part thereof of a business undertaking or - 3.
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a merger or - 4.
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the setting up a of a joint venture which performs on a lasting basis all the functions of an autonomous economic unit.
(2) The provisions on the control of concentrations shall not apply to internal arrangements within a group of companies referred to in paragraph (1).
(3) A party to a concentration means the acquirer of control; the acquirer of business operations or a part thereof referred to in paragraph (1)(2); the object of control; the business operation or a part thereof referred to in paragraph (1)(2); an entity or foundation party to a merger referred to in paragraph (1)(3) and the founder of a joint venture referred to in paragraph (1)(4).
Article 11 a (318/2004)
(1) The provisions on the control of concentrations shall apply to a concentration where the combined turnover of the parties to the concentration exceeds 350 million euros and the turnover of a minimum of two parties derived from Finland exceeds 20 million euros.
(2) In the context of this Act, turnover means: - 1.
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the total amount of the income items, excepting extraordinary income, of the credit institutions, investment firms and other financial institutions to which the provisions of Chapter 9 of the Act on Credit Institutions (121/2007) are applicable and in accordance with which the relevant profit and loss account has been drawn up, and - 2.
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the gross premium written of insurance and pension institutions or, in the context of pension foundations, premium written. (318/2004)
The provisions on the control of concentrations shall not apply if the concentration falls within the scope of Council Regulation (EEC) No 4064/89 on the control of concentrations between undertakings, unless the Commission refers the concentration to the Finnish Competition Authority under Article 9 of the Regulation cited. (318/2004)
Article 11 b (318/2004)
(1) The turnover of the acquirer of control; the acquirer of business operations or a part thereof referred to in 11(1)(2); the acquiring entity or foundation in an absorption merger; the merging entity or foundation in a combination merger and the founder of a joint venture shall consist of - 1.
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the turnover of an entity or a foundation exercising control therein - 2.
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the turnover of an entity or a foundation wherein it exercises control - 3.
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the turnover of an entity or a foundation wherein an entity or foundation referred to in (1) exercises control, and - 4.
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the turnover of an entity or a foundation wherein control is exercised by the same natural person as in the entity or foundation referred to in paragraph 11b(1).
(2) The turnover of the object of the acquisition means - 1.
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the turnover of the entity or foundation wherein control is acquired or - 2.
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the turnover related to the business operations or a part thereof referred to in paragraph 11(1)(2), or - 3.
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the turnover of a merging entity or foundation in an absorption merger.
(3) The turnover of the object of the acquisition shall also consist of the turnover of the entity or foundation where the entity or foundation referred to in paragraph (2)(1) or paragraph (2)(3) exercises control.
(4) Where business operations are acquired through two or more successive transactions, the turnover of the object of the acquisition shall mean the combined turnover related to the business operations acquired from the same entity or foundation during the two preceding years.
(5) More specific instructions on the calculation of the turnover may be provided by the relevant Ministry.
Article 11 c
(1) A concentration shall be notified to the Finnish Competition Authority within a week from any of the following: - 1.
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the acquisition of control - 2.
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the acquisition of business operations or a part thereof referred to in paragraph 11(1)(2) - 3.
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the announcement of a public bid referred to in Chapter 6, Article 2, of the Securities Market Act (495/1989) - 4.
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the decision to merge by the merging corporations, or - 5.
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the decision to set up a joint venture in a founding meeting. (318/2004)
(2) A concentration, to which the provisions of Chapters 3, 16 or 16a of the Insurance Companies Act (1062/1979); Chapters 3 or 10 of the Act on Employment Pension Insurance Companies (354/1997); paragraph 2(3) of Chapter 1 or Chapter 14 of the Insurance Associations Act (1250/1987); Chapter 11 of the Pension Foundation Act (1774/1995) or Chapter 12 of the Insurance Fund Act (1164/1992) apply, shall be notified to the Finnish Competition Authority within a week after the parties to the concentration have been informed of the approval of the Insurance Supervisory Authority or of the Insurance Supervisory Authority's decision not to oppose the concentration. A notification is not necessary if the Insurance Supervisory Authority, to the extent prescribed in the Acts cited in the present paragraph, has requested a statement from the Finnish Competition Authority about the concentration and the Finnish Competition Authority has found in its statement that no impediment to the approval of the concentration exists. (91/1999)
(3) Those obliged to notify the FCA are any or all of the following: the acquirer of control, the acquirer of business operations or a part thereof, the entities or foundations party to a merger and the founders of a joint venture. (303/1998)
(4) More detailed information on the obligation to notify may be provided by the relevant Ministry. (303/1998)
Article 11 d (1529/2001)
(1) The Market Court may, upon the proposal of the Finnish Competition Authority, prohibit or order a concentration to be dissolved or attach conditions to the implementation of a concentration, if, as a result of such a concentration, a dominant position shall arise or be strengthened which significantly impedes competition in the Finnish markets or a substantial part thereof.
(2) In addition to what is provided under paragraph (1), the Market Court may, upon the proposal of the Finnish Competition Authority, also prohibit a concentration in the electricity market as a result of which the combined share of the transmission operations of the parties to the concentration and the entities or facilities in such a relation to them as described under paragraph 11b(1)-(3) whereby the amount of electricity transmitted at 400 V in the transmission grid exceeds 25 per cent on a national level.
(3) If the impediment to competition referred to in paragraph (1) or the harmful effects of the concentration referred to in paragraph (2) may be avoided by attaching conditions to the implementation of the concentration, instead of making a proposal, the Finnish Competition Authority shall negotiate and order such conditions to be followed.
(4) To enforce such conditions, the Finnish Competition Authority may impose a conditional fine. The Market Court may impose a conditional fine to enforce a prohibition, injunction or condition. The Market Court shall order the payment of the fine.
Article 11 e
(1) The Finnish Competition Authority shall immediately examine the notification. During the initial stage, the Finnish Competition Authority shall decide whether further investigations are required. If the Finnish Competition Authority does not take a decision about commencing further proceedings within one month from the receipt of the notification, the concentration shall be considered approved. Time shall not start to run if the notification is significantly incomplete. (303/1998)
(2) If the Finnish Competition Authority does not attach conditions or make a proposal to prohibit the concentration within three months from taking the decision to initiate further proceedings, the concentration shall be considered approved. The Market Court may suspend the above deadline by a maximum of two months. (1529/2001)
(3) On the powers of investigation of the Finnish Competition Authority in concentration issues, what is prescribed in Articles 10, 20 and 25 shall apply. (303/1998)
Article 11 f
(1) The parties to the concentration shall not, prior to a final decision or other approval in the relevant concentration case, take measures to implement the concentration unless otherwise prescribed in the present Act or so ordered after an appraisal of the issue. (303/1998)
(2) What is provided under paragraph (1), shall not prevent the implementation of a public bid referred to in Chapter 6, Article 1, of the Securities Market Act or the use of a redemption obligation under Chapter 6, Article 6(1) of the Act cited or the use of a redemption obligation or a right of redemption under Chapter 14, Article 19(1), of the Finnish Companies Act. (303/1998)
(3) What is provided under paragraph (1) shall not prevent the granting of a permission to implement a merger. The implementation of a merger shall not be registered, however, prior to a final decision or other approval in a concentration issue. (303/1998)
(4) What is provided under paragraph (3) shall also apply to the transfer of business operations referred to in the Act on Commercial Banks and Other Joint-Stock Credit Institutions (1501/2001), the Act on Co-operative Banks and Other Co-operative Credit Institutions (1504/2001) and the Savings Bank Act (1502/2001). (1512/2001)
Article 11 g (318/2004)
A business undertaking which fails to comply with the obligation to notify prescribed in Article 11c or implements a concentration in breach of Articles 11d or 11f shall be fined a penalty payment provided in Article 7, unless the conduct is deemed minor or the imposing of a fine otherwise unjustified with respect to safeguarding competition.
Article 11 h (1529/2001)
(1) Where the Finnish Competition Authority has proposed prohibiting a concentration, the Market Court shall issue its decision within three months from the making of the proposal. Otherwise the concentration shall be considered approved.
(2) A prohibition against a concentration shall lapse unless the Market Court orders otherwise within one month from the making of the proposal or from the lodging of an appeal.
Article 11 i
(1) Upon application, the Finnish Competition Authority may lift a condition attached to the implementation of a concentration or mitigate it due to a significant change in market conditions or other substantial cause. (303/1998)
(2) Notwithstanding a prior decision, the Market Court may, upon the proposal of the Finnish Competition Authority, prohibit or order a concentration to be dissolved or attach conditions to its implementation if the parties concerned have supplied false or misleading information which has had a substantial effect on the decision, or if the deal has been implemented in breach of Articles 11d or 11f. The parties to the concentration shall be informed of any proposal by the Finnish Competition Authority to re-open the case no later than one year from the final decision becoming effective or from the implementation of the concentration. (1529/2001)
Chapter 4 Procedural provisions
Article 12
(1) The Finnish Competition Authority shall investigate competition restrictions and their effects. If the Finnish Competition Authority finds that a business undertaking or an association of business undertakings restrains competition in a manner referred to in Article 4 or 6 or Article 81 or 82 of the EC Treaty, it shall initiate the necessary proceedings to eliminate the competition restriction or its harmful effects. However, the Finnish Competition Authority may decide not to take action if, regardless of the competition restriction, competition in the said market can be deemed to be effective as a whole. (318/2004)
(2) The State Provincial Offices shall investigate competition restrictions and their effects, and by order of the Finnish Competition Authority, shall initiate proceedings to eliminate them. (303/1998)
(3) [Repealed by 318/2004]
(4) [Repealed by 318/2004]
Article 13 (318/2004)
(1) If a competition restriction is prohibited under Article 4 or 6 or Article 81 or 82 of the EC Treaty, the Finnish Competition Authority may: - 1.
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order that the business undertaking or an association of business undertakings terminate the conduct violating Article 4 or 6 or Article 81 or 82 of the EC Treaty, and - 2.
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oblige the business undertaking to deliver a product to another undertaking on similar conditions as offered by the same business undertaking to other undertakings in a similar position.
(2) The Finnish Competition Authority may propose a conditional fine to enforce the application of an injunction, prohibition or obligation referred to in paragraph (1). The decision to order the payment of the conditional fine shall be taken by the Market Court.
(3) The Finnish Competition Authority may decide that the commitments shall be binding on the business undertakings or associations of business undertakings involved in an alleged competition restraint, if these commitments are such that they may eliminate the restrictive nature of the conduct. The Finnish Competition Authority may re-open the case if any fact on which the decision is based has significantly changed, if the undertakings concerned violate their commitments or if the decision has been based on insufficient, false or misleading information.
(4) Pursuant to Article 29(2) of Council Regulation (EC) No 1/2003 on the implementation of the rules of competition laid down in Articles 81 and 82 of the Treaty, the Finnish Competition Authority may withdraw from an agreement, a decision by an association of business undertakings or a concerted practice the benefit of a Block Exemption within Finland, if it finds that the agreement, the decision by an association of business undertakings or the concerted practice to which the exemption Regulation applies has certain effects which are incompatible with Article 81(3) of the Treaty within Finland or a part thereof which has all the characteristics of a distinct geographic market.
Article 14
(1) If the application or implementation of a competition restriction shall be prevented at once, the Finnish Competition Authority may issue an interlocutory injunction to that effect. The Finnish Competition Authority may also temporarily oblige a business undertaking to deliver products to another undertaking on similar conditions as offered by the same business undertaking to other undertakings.
(2) The Finnish Competition Authority shall make a decision on the principal issue or a proposal under Article 7(3) to the Market Court within 60 days from issuing an interlocutory injunction. Upon the Authority’s application made during that period, the Market Court may extend the time limit. If the Finnish Competition Authority fails to make a decision on the principal issue or fails to make a proposal by the time limit laid down, the injunction or obligation will lapse. (318/2004)
(3) Prior to issuing an interlocutory injunction or an obligation, the Finnish Competition Authority shall grant the business undertaking or the association of business undertakings an opportunity to be heard unless the urgency of the matter or some other specific reason demands otherwise.
(4) To enforce an injunction or an obligation, the Finnish Competition Authority may propose a conditional fine. The decision to impose the conditional fine shall be taken by the Market Court. (1529/2001)
Article 15
(1) A competition restriction issue shall be brought before the Market Court by the proposal referred to in Article 7(3) or Article 11d(1), an appeal referred to in Article 21(1) or an application referred to in Article 14(2) or Article 20a(1). The proposal, the appeal and the application shall be made in writing. (318/2004)
(2) After the proposal or appeal referred to in paragraph (1) has arrived before the Market Court, the Chief Judge or a Market Court Judge shall conduct preliminary proceedings before the final proceedings to enable a prompt decision to be made, unless the matter shall be dismissed as inadmissible or dismissed at once as unfounded. (1529/2001)
(3) During preliminary proceedings, a business undertaking or an association of business undertakings concerned shall be granted an opportunity to respond to the proposal either orally or in writing. A business undertaking which is the object of the restraint may also be heard. Preliminary proceedings may be closed even if the party concerned has not submitted the requested reply on the proposal. (1529/2001)
(4) The Market Court may decide about granting the authorisation referred to in Article 20a without hearing the business undertaking or association of business undertakings concerned. (318/2004)
Article 15 a (1529/2001)
(1) The Market Court may oblige a party concerned to arrive before it and to produce its business correspondence, financial accounts, minutes and other documents clarifying the competition restriction. The obligation to produce documents does not concern business secrets of a technical nature. Unless the obligation to produce the requested documents is fulfilled or the party concerned fails to appear before the Court without a lawful impediment, the party concerned may be obliged to produce the documents or to appear before the Court under the threat of a fine.
(2) The Administrative Judicial Procedure Act (586/1996) applies to the appraisal of the matter in other respects. There are separate provisions on the publicity of hearings and records.
Article 16 [repealed by 318/2004]
Article 17 (318/2004)
(1) If a competition restriction is prohibited by Article 4 or 6 or Article 81 or 82 of the EC Treaty, the Market Court may impose a conditional fine to enforce the application of an injunction, prohibition or an obligation.
(2) The Market Court shall order a conditional fine to be paid. (1529/2001)
Chapter 5 Miscellaneous provisions
Article 18 (318/2004)
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