In-depth support and oversight of the entire transaction life cycle

It is a professional services firm founded by Mr. Priha Pohjanpalo (born 1975) who served as Vice President, Head of M&A Legal for a TOP-10 (by market capitalization) public company in Finland (2012-2023). Prior to going in-house, he was an M&A focused private practitioner at leading national and international law firms in Helsinki and in London (1998-2012), most recently an M&A partner at a TOP-5 (by net sales) independent business law firm in Helsinki.

Predominantly public and private companies (including growth companies that are looking into expanding their operations internationally) without internal transactional resources or whose resources are fully consumed with their other responsibilities.

No. We work seamlessly with law firms and also any accountants, financial advisors or other consultants that are engaged on a transaction. Unless our client has a “preferred” law firm, we recommend running a professional selection process aimed at identifying the law firm that is considered as best in addressing the needs of our client on a particular transaction.

Absolutely not, because (i) our involvement frequently eliminates the need to engage a law firm already during the preliminary (and usually quite uncertain) stages of a transaction, (ii) we involve a law firm (with a well-defined budget) only on an “as needed” basis and at the right stage of the transaction process, and (iii) our oversight of the work of the law firm helps to prevent costs from “ballooning”.

A secondee typically has 2-5 years of post-qualification experience so that the pricing of the secondment (which is typically based on the total employment cost of the relevant resource) remains attractive. It is, therefore, impossible to obtain the same level of experience and insight through a secondment.

• Acquisitions, whether by way of share or asset deals (or both)
• Divestitures, including complex carve-outs of fully integrated businesses
• Mergers and demergers, including reverse takeovers
• Strategic transactions, including joint ventures and acquisitions, divestitures and licensing of IP assets
• Transactions for raising financing from venture capital, growth equity, venture debt or private equity investors

All matters of legal nature arising from time to time, including:

• preparation of, or reviewing of and commenting on, draft confidentiality, exclusivity, non-solicitation and stand-still agreements, and negotiation of such agreements for signing;
• assisting in the preparation of, or reviewing of and commenting on, indicative non-binding offers;
• preparation of, or reviewing of and commenting on, draft letters of intent, memorandums of understanding, term sheets and similar preliminary agreements, and negotiation of such agreements for signing;
• reviewing of and commenting on the draft engagement letters of financial advisors and other consultants, and negotiation of such agreements for signing;
• preparations for due diligence, including selection of VDR service providers, reviewing of and commenting on related draft agreements, and negotiation of such agreements for signing; and
• preparation of RFPs to select law firms, reviewing of their proposals, and negotiation of related engagement letters for signing.

We have close relationships with leading law firms and lawyers which have been established during the past 20+ years as a result of actual work on transactions in numerous jurisdictions on all continents of the world (except Antarctica). Key to our approach is that we assemble and instruct handpicked, small and efficient teams of lawyers while we apply our extensive experience to oversee each transaction to a very high standard.

Usually, a fixed monthly fee depending on the role and scope of our engagement.

Usually not, because the employment cost of an internal resource would also be fixed and would not be dependent on time spent. Fixed pricing also gives our client increased certainty of transaction costs.

Except for fixed term engagements, for a calendar year at a time.

Because transactions (in particular divestitures of fully integrated businesses involving complex carve-out elements) can take several years (end-to-end). It is also standard practice in the legal services industry that hourly rates are periodically reviewed.

Usually not, because such arrangements are not available with respect to the employment cost of an internal resource either (in case of an unsuccessful transaction). Such arrangements can be considered but usually only for end-to-end engagements and the discount element (in case of a transaction being abandoned prior to signing) would need to be mirrored with the success element (in case of a transaction being successfully closed).

Monthly intervals.

By email in PDF format (if required, through any electronic invoicing system used by the client, such as Basware P2P).

Except for fixed term engagements, until further notice and notice of termination can be given at any time. Termination does not affect any accrued payment obligations.

Except for end-to-end engagements, at any time. Suspension does not affect any accrued payment obligations. If our engagement is suspended for a continuous period of not less than 3 months or a period of not less than 6 months in the aggregate, the engagement will terminate automatically.