People

Ilmari Mäkimattila

Associate

Ilmari advises our clients in the field of taxation. He has experience in cross-border taxation of individuals and has assisted clients in employment law-related engagements such as structuring of employment and assignment contracts. Commenting on tax and social security consequences of different types of reward schemes has also been part of his work.  

In addition to his law degree, Ilmari holds a Master of Social Sciences degree from the University of Helsinki.


References

Counsel to a Finnish listed company in a dispute concerning Finnish withholding tax on dividends paid abroad between 2014 and 2016.

The matter concerned dividend payments to a foreign financial institution. In accordance with the applicable tax treaty, the company had applied a withholding tax (WHT) of 0% at source on the dividends.

The Tax Administration conducted a tax audit and claimed that the company had failed their investigation duty, that the financial institution was not the beneficial owner of the dividend income due to the shares being subject to a share lending agreement, and that the company should have thus withheld a WHT of 20% on the dividends. The Tax Administration issued a new tax assessment decision, imposing not only a WHT of 20% but also a tax increase on the company. The circumstances were peculiar in the sense that the dividends had already been paid to the foreign dividend recipient, and now the Tax Administration approached the Finnish listed company (unable to recall the dividend payments made) with a claim to settle the foreign dividend recipient’s tax from the company’s own funds. The Tax Administration alleged that the dividend payer would, under law, have a duty to investigate whether each dividend recipient is entitled to tax treaty benefits in accordance with their respective tax treaties (including “beneficial owner” concepts of such treaties, if any). The Tax Administration made this allegation even though the wording of the relevant Finnish law clearly stated that the dividend payer shall only obtain the name, address, and ID number of each dividend recipient to be able to apply tax treaty WHT rates on dividends paid abroad.

The company applied for adjustment and received a unanimously positive decision from the Tax Adjustment Board, who found that the company had fulfilled its duties under law when applying the WHT 0% on the dividends. However, the state’s representative appealed the adjustment decision to the Administrative Court.

The Administrative Court, similarly, unanimously found that the company had fulfilled its investigation duties under Section 10 of the Finnish WHT Act by obtaining the information exhaustively listed in the law (name, address, and ID number of dividend recipient) and that the tax auditors’ interpretation of the law (i.e. wider investigation duty, including interpretation of the “beneficial owner” concept in tax treaties) was found to be without merit. With these arguments, no WHT or tax increase was to be imposed on the company. The Court, thus, abided by the very basic source of law doctrine, whereby taxes can only be levied based on Finnish law, as enacted by the Finnish Parliament, and international tax treaties can only limit the taxing rights of a country, not create them. As the ruling was based directly on domestic law, the Administrative Court did not examine or rule on the tax treaty concept of “beneficial owner”. The Administrative Court also ordered the Tax Administration to compensate the company’s legal costs of the Administrative Court proceedings to the full amount claimed. The state’s representative did not seek a leave of appeal from the Supreme Administrative Court and the decision of the Administrative Court is now binding.

The whole process began in 2018, which yields an overall duration of six years for the dispute. A material overhanging tax risk (for what were ultimately the taxes of another tax subject) was present for the client for the lengthy duration of the process, but the matter was finally resolved with the positive outcome by the Administrative Court.

This Administrative Court ruling is an important landmark on the application of the principle of legality. Interpretations made based on tax treaties cannot supersede the domestic law as basis for taxation (the so-called “golden rule” of tax treaty law).

Heikki Vesikansa

Heikki Vesikansa

Partner
heikki.vesikansa@hannessnellman.com
Jenni Parviainen

Jenni Parviainen

Managing Associate
jenni.parviainen@hannessnellman.com
Ilmari Mäkimattila

Ilmari Mäkimattila

Associate
ilmari.makimattila@hannessnellman.com

Parties

A consortium consisting of Security Trading, Fennogens Investments, Corbis, and Bain Capital (buyer), Caverion Oyj (Target)

Transaction 

Counsel to the offeror consortium consisting of Security Trading, Fennogens Investments, Corbis, and Bain Capital in the recommended public cash tender offer for all shares in Caverion Oyj.

Deal value 

EUR 955 million

Role 

Counsel to the offeror consortium consisting of Security Trading, Fennogens Investments, Corbis, and Bain Capital

Mikko Heinonen

Mikko Heinonen

Partner
mikko.heinonen@hannessnellman.com
Klaus Ilmonen

Klaus Ilmonen

Partner, Doctor of Laws
klaus.ilmonen@hannessnellman.com
Anniina Järvinen

Anniina Järvinen

Partner
anniina.jarvinen@hannessnellman.com
Aki Salmela

Aki Salmela

Associate
aki.salmela@hannessnellman.com
Tuire Kuronen

Tuire Kuronen

Partner
tuire.kuronen@hannessnellman.com
Riikka Kuha

Riikka Kuha

Senior Associate
riikka.kuha@hannessnellman.com
Heikki Vesikansa

Heikki Vesikansa

Partner
heikki.vesikansa@hannessnellman.com
Harri Vehviläinen

Harri Vehviläinen

Specialist Partner
harri.vehvilainen@hannessnellman.com
Ilmari Mäkimattila

Ilmari Mäkimattila

Associate
ilmari.makimattila@hannessnellman.com
Stefan Stellato

Stefan Stellato

Managing Associate
stefan.stellato@hannessnellman.com
Helena Lamminen

Helena Lamminen

Senior Associate
helena.lamminen@hannessnellman.com
Laura Sainio

Laura Sainio

Associate
laura.sainio@hannessnellman.com

Parties:

Duunitori Oy and its owners (seller), Intera Partners (buyer)

Transaction:

Counsel to Duunitori Oy and its owners in the sale of majority of Duunitori’s share capital to Intera Partners

Deal Value:

Value not public

Role:

Counsel to Duunitori Oy

Axel Hård af Segerstad

Axel Hård af Segerstad

Associate
axel.hard@hannessnellman.com
Heikki Vesikansa

Heikki Vesikansa

Partner
heikki.vesikansa@hannessnellman.com
Ilmari Mäkimattila

Ilmari Mäkimattila

Associate
ilmari.makimattila@hannessnellman.com
Mikko Huimala

Mikko Huimala

Partner
mikko.huimala@hannessnellman.com
Stefan Stellato

Stefan Stellato

Managing Associate
stefan.stellato@hannessnellman.com

Education and Professional Background

  • Tax and Legal Advisor, KPMG Oy Ab, 2019–2021
  • Master of Laws, University of Helsinki, 2020
  • Legal Trainee, Asianajotoimisto Kalasatama, 2018
  • District Secretary, District Court of Helsinki, 2017
  • Master of Social Sciences, University of Helsinki, 2011