Mika Ohtonen is a Helsinki-based Partner and Head of Roschier’s Tax & Structuring practice. He is widely acknowledged for his in-depth expertise and broad experience in M&A, private equity and real estate tax structuring and planning. He has extensive experience in working with matters related to cross-border transactions (both in- and outbound) and international taxation. Mika is constantly involved in high-end tax planning, including preliminary tax ruling procedures, related to acquisition structures, investment funds, financing and financial instruments, restructurings of distressed assets and management and employment incentive plans.
Over the last few years Mika has been increasingly engaged by a number of clients to assist them in their tax audit procedures and to represent them in tax litigations involving e.g. complex transfer pricing issues and anti-avoidance claims – such work occasionally taking most of his time.
Mika’s previous experience includes working for a major auditing company as well as the Finnish Tax Administration.
Mika is ranked in Band 1 by e.g. Chambers Europe within tax. He is also recognized by major international publications (including The Legal 500 and Who’s Who Legal) as one of the leading experts in Finland within corporate tax.
Mika is highly appreciated by clients as “he summarises complex issues in a straightforward way,” and can “present the advice in a concise way” (Chambers Europe, 2018). According to clients Mika “is very creative in designing tax structures and has very good international knowledge” (Chambers Europe, 2017). Clients are also impressed with his “capability to identify important aspects in a matter and focus on those” (Chambers Europe, 2019).
Mika Ohtonen’s experience includes advising:
- YIT Corporation in its combination with Lemminkäinen;
- One of the largest Nordic private equity firms successfully in the first Finnish landmark case regarding taxation of carried interest. The dispute took several years to complete, starting from a simultaneous tax audit in Sweden and Finland. Finally, in March 2017, the Supreme Administrative Court (by not granting a leave to appeal to the Tax Recipients’ Legal Services Unit) confirmed that carried interest received by Finnish partners of the private equity firm was to be taxed in accordance with its form as capital income and not as earned income paid for their work contribution as employees. The case will likely have (together with a precedent KVL:51/2016 concerning a new, “plain vanilla” fund structure) a significant impact on the relevant taxation practices;
- A multinational enterprise successfully in a tax dispute related to the applicability of Finnish anti-avoidance rule to the change of domicile of a Finnish limited liability company from Finland to the UK (Helsinki Administrative Court 18.5.2016 nr 16/0592/4). Mika and his team successfully demonstrated to the Tax Adjustment Board and Helsinki Administrative Court that the anti-avoidance claims were groundless and unjustified. EU law played an important role in the case, too, which can be read from an article written by one of the judges involved in this interesting case in Verotus 4/2016. The case involved > EUR 50 million interest and is by far one of the biggest anti-avoidance claims driven by the Tax Recipients’ Legal Services Unit in administrative courts;
- A Finnish financial services provider successfully in a preliminary tax ruling procedures related to the constitution of a permanent establishment in Finland as a result of alternative investment management services provided to offshore funds. The Supreme Administrative Court resolved the case in favor of Roschier’s client (Tax Recipients’ unsuccessful appeal concerned the precedent KVL:2/2015 given by the Central Tax Board in 2015). The precedent made provision of such services possible without material tax risks in Finland. There was virtually no case law available on the matter prior to this landmark precedent;
- Clients in a number of ongoing tax audits and disputes, interest involved in these cases being close to EUR 1 billion in total, matters relating e.g. to consideration payable in connection with business model changes, other transfer pricing disputes, applicability of anti-avoidance rules in acquisition structures and various other situations, applicability of Finnish interest barrier rules in various structures, taxation of trust income, allocation of assets and related liabilities between head offices and Finnish branches, interpretation of the new rules in transfer tax act and interpretation of customs and excise duty rules;
- Konecranes Plc in a unique transaction process with the US-based Terex Corporation. In August 2015 Konecranes and Terex Corporation announced to combine their businesses through an all-stock merger of equals. In May 2016 the planned combination was terminated as a result of a competing offer on the Terex’ business by the Chinese Zoomlion, and Konecranes signed an agreement with Terex to acquire the Material Handling & Port Solutions segment from Terex;
- Kongsberg, a Norwegian listed technology corporation, in its acquisition of 49.9% of the shares in Patria Oyj from the State of Finland.
Roschier (2006-), Partner since 2010
PricewaterhouseCoopers, Senior Tax Manager (2006)
PricewaterhouseCoopers,Tax Manager (2004-2006)
PricewaterhouseCoopers, Senior Tax Consultant (2003-2004)
PricewaterhouseCoopers, Tax Consultant (2002-2003)
Corporate Tax Office /Helsinki, Tax Expert (2000-2002)
Member of the Finnish Bar Association
Member of the International Fiscal Association (IFA)
Member of the Finnish Tax Experts’ Association (SVA)
Tax Law Expert Group of the Finnish Bar Association (2016-)
“Carried interest -tuoton verotus viimeaikaisen oikeuskäytännön valossa” (Taxation of carried interest in the light of recent case law), co-author Laura Peni, Verotus 3/2017
University of Helsinki, LL.M. (2002)
English, Finnish, Swedish
Very creative in designing tax structures and has very good international knowledge. Chambers Europe