KHO: post-closing price adjustment kills listed-share tax exemption

A buyer paid EUR 8 per share for listed shares at closingFinlex and topped the price up later by reference to the average market price over the 35 trading days that followedFinlex. The Supreme Administrative Court (korkein hallinto-oikeus, KHO) held that the final price of EUR 8.50 per share was not fixed consideration within the meaning of section 15a(1) of the Transfer Tax Act (varainsiirtoverolaki 931/1996)Finlex, so the acquisition did not qualify for the transfer-tax exemption for listed securitiesFinlex. The appeal was dismissedFinlex and the Helsinki Administrative Court's outcome stands (KHO:2026:80)Finlex.

The shares belonged to B Oyj, a company formed in the partial demerger of D Oyj that continued D Oyj's listing on Nasdaq Helsinki; the demerger was executed on 30 June 2020. Under the sale agreement signed on 17 June 2020, A Oyj bought 22,374,869 B Oyj shares: a preliminary price of EUR 8 per shareFinlex, EUR 178,998,952 in total, payable at closing immediately after the demerger, plus an adjustment amount computed from the average trading price during the 35 trading days after the demergerFinlex, within contractually agreed limitsFinlex. After the adjustment the price was EUR 8.50 per shareFinlex, EUR 190,186,386.50 in total. A Oyj paid EUR 3,042,982.18 in transfer tax on 14 August 2020Finlex and later sought a refund, which the Tax Administration denied on 30 March 2022; the Tax Recalibration Board (verotuksen oikaisulautakunta) rejected the request on 22 January 2024 and the Helsinki Administrative Court dismissed the appeal on 12 June 2025 (no. 3976/2025).

A Oyj argued that the adjustment mechanism served the legislative aim of transparent market-based price formation: B Oyj had no genuine pre-transaction market price because most of its net assets and business had been split off, and the adjustment band had been fixed in advance. The Court accepted that the purpose of the provision supported the appeal, noting the transaction could be characterised as a block trade and that the mechanism aimed at the transparent average price rather than away from market pricing.

The wording decided the case the other way. Relying on Government Proposal HE 59/2007 vp., the Court recalled that the fixed-consideration requirement exists to exclude transactions at a conditional price depending on post-transaction events from the exemptionFinlex. Given that wording, and the weight wording carries in self-assessed taxation, the 35-trading-day review period — which the Court described as rather long (pitkähkö)Finlex — meant the final price was conditional and therefore not fixedFinlex.

The secondary claim failed as well. Although the preliminary EUR 8 per share was fixed as such and ownership had already passed on its payment, the transfer-tax base establishedly includes additional consideration maturing after the transfer of ownershipFinlex. Whether the shares were transferred for fixed monetary consideration is therefore judged on the final price aloneFinlex; the consideration cannot be split into a taxable and an exempt partFinlex. The refund claims of EUR 3,042,982.18 in full and EUR 2,863,983.23 for the preliminary-price portion were both rejectedFinlexFinlex.

For acquisitions of listed shares, any price term that lets the final amount move with post-closing events — including market-price averaging over several weeks — takes the whole acquisition outside the section 15a exemption, even within pre-agreed limits, and even the fixed preliminary instalment cannot be salvaged separatelyFinlexFinlexFinlexFinlex.

Legal basis: KHO:2026:80 applying Varainsiirtoverolaki 15 a § (931/1996) as explained in HE 59/2007 vp.