fuoussopimus

A fuusiosopimus, or merger agreement, is a contract between two or more companies that governs a planned corporate fusion. It is a central instrument in statutory mergers, outlining the terms under which the participating companies will combine and continue as a single entity.

A typical fuusiosopimus covers the essential terms of the merger, including the identities and forms of the merging entities, the choice of surviving entity or its creation, the exchange ratio or other consideration for shareholders, and how assets, liabilities, contracts, and ongoing obligations transfer to the surviving company. It specifies the treatment of employees and pension rights, the mechanism for converting shares, and the expected timetable for completion. The agreement may also set out conditions precedent, governance arrangements after the merger, financial reporting, and the governing law or dispute resolution framework.

Process and legal framework: In Finland, the fuusiosopimus is prepared by the management or a merger committee and then approved by the boards and the general meetings of the participating companies. After approval, the plan is executed and filed with authorities, and the merger becomes effective on the date registered in the Trade Register. The instrument is binding on the parties from signing and governs the terms of the integration until the merger is completed. The merger may require notices to employees and creditors and compliance with specific regulatory or disclosure requirements.

Effect and scope: Upon completion and registration, the dissolving companies lose their separate legal existence, and the surviving company assumes the assets, liabilities, and rights of the merged entities. Fuusiosopimus is a key document for ensuring clarity, consistency, and legal certainty in a corporate merger.