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.
“Highly experienced” (The Legal 500, 2022) Mika Ohtonen is appreciated by clients as “he summarizes 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:
- Trevian with the sale of a residential development project in central Tapiola, Finland, to Peab and Ålandsbanken fund;
- Bain Capital-led consortium in the recommended cash tender offer for all shares in Caverion;
- Wolt in the EUR 7 billion sale of the company to DoorDash;
- Neles Corporation in the merger with Valmet Oyj;
- Telia Company in the EUR 722 million sale of part of its tower business in Norway and Finland;
- Mobidiag and its shareholders in the EUR 668 million sale of the company to Hologic, Inc;
- Karma Ventures in the sale of Appgyver Oy, a Finnish software company to SAP SE, a German software company;
- Volpi Capital in the management buyout of Profit Holding Oy;
- Bain Capital in the recommended public cash tender offer of approximately EUR 2.1 billion for Ahlstrom-Munksjö Oyj;
- Fourkind in the sale of Fourkind Global Oy to ThoughtWorks, a global software consultancy;
- Suomen Autokauppa (Saka) in connection with Ilmarinen’s and ELO’s investments in Saka;
- Fortum in the sale of its district heating business in the Järvenpää-Tuusula area in Finland to a consortium consisting of Vantaa Energy Ltd, Infranode, and Keva;
- Tieto Corporation in the merger with EVRY, to form a leading Nordic digital services company with combined revenue of some EUR 3 billion. This is the first Finnish cross-border merger between two listed companies. The merger is carried out as a taxable transaction as a result of various factors and required thorough tax planning for the companies and their shareholders in both countries;
- The lenders in a circa EUR 930 million post-PTO refinancing and restructuring of the property portfolio of Technopolis Plc including participation in complex tax ruling procedures;
- A-Katsastus Group and Bridgepoint in the sale of A-Katsastus Group to MB Funds as well as an earlier sale of A-Katsastus Group’s business operations in Sweden, Estonia, Latvia and Poland to IK Investment Partners, both including pre-sale tax planning and tax ruling procedures with the Finnish Tax Administration;
- Loxam S.A.S in its EUR 970 million public tender offer for Ramirent Plc;
- Investor consortium led by ANTA Sports Products Limited in the EUR 4.6 billion public offer for Amer Sports;
- Telia Company in the legal separation of Telia’s Finnish tele and data communication infrastructure into a separate company, Telia Towers Finland Oy through a partial demerger. Mika and his team worked closely with M&A and Corporate colleagues ascertaining that the transaction fulfilled prerequisites for a tax neutral transaction, including tax ruling procedures with the Finnish Tax Administration;
- Funds managed by CapMan Buyout in the sale of their holdings in Walki Group to One Equity Partners;
- A syndicate of high profile international lenders in a multi-billion post-PTO refinancing and restructuring of the property portfolio of Sponda Plc including participation in complex tax ruling procedures.
- A fund manager in a landmark preliminary ruling process concerning the constitution of a permanent establishment in Finland for foreign funds, due to cross-border fund management activities. The CTB ruled the case in favour for the client in the published landmark precedent case KVL 2021/15;
- A multinational group in various tax aspects related to the winding down of the Finnish operations, such as the pricing of the assets transferred to other group companies and the recognition of goodwill, including related ruling procedures;
- A client successfully in a six-year long transfer pricing dispute that was one of the biggest claims ever made in Finland by the tax authorities. The case ended with a highly beneficial settlement for the client;
- 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;
- 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.
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-), Chairman (2018-2019)
Finnish Venture Capital Association (FVCA) (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