U.S. Market Update

What We Are Seeing in Nordic Companies’ U.S. Expansion

There is still plenty of uncertainty around U.S. policy, but Nordic companies are not waiting for certainty. For many, the case for U.S. expansion has barely changed. Where the environment does matter, companies are finding practical ways to work with it.

U.S. capital continues to attract Nordic startups

Many of the Nordic startups we speak with see the U.S. as the best place to raise capital. We see that in the investment rounds we work on with Delaware-parented Nordic companies, but also much earlier, when founders are deciding how to structure the company.

If U.S. fundraising is part of the ambition from day one, we generally recommend considering a Delaware parent from the outset rather than establishing a Nordic parent and flipping the structure later. We are seeing more founders take that approach, particularly among companies heading to Y Combinator.

We also work on flips across the Nordics when companies decide later that a Delaware parent is the right structure. The tax treatment depends on the jurisdiction, but changes to the Finnish tax rules have made these transactions easier to implement in appropriate cases. And whether the Delaware parent is there from the beginning or comes later, an important part of our work is advising these companies on the investment rounds that follow.

Tariff uncertainty is part of the commercial discussion

For companies selling physical products into the U.S., tariff uncertainty is becoming a more routine part of pricing and contract negotiations. The tariff itself is only part of the question. If a fixed price is agreed with a U.S. customer, who bears the risk if tariffs change before delivery?

This can matter particularly for equipment and other products with longer delivery cycles. If the customer expects price certainty, an increase in tariffs after signing can have a direct impact on the supplier’s margin. Some of that risk can be reflected in the price, or the parties can agree on what happens if tariffs change significantly. The right approach depends on the transaction, but it is much better to have that discussion when the price is being negotiated and make sure the contract reflects what was agreed.

Tariffs are also feeding into discussions about localization. As U.S. sales grow, local sourcing, contract manufacturing, assembly or production may become more attractive. Those are longer-term decisions, though, and the business case needs to work beyond the tariff environment at any particular point in time.

A U.S. subsidiary is not just for later

There can still be a tendency to view a U.S. subsidiary as something to establish only once the U.S. business reaches a certain size. We tend to look at it differently. If a company expects to build meaningful U.S. sales, we consider it good practice to put a U.S. subsidiary in place before those sales begin.

There are practical reasons for doing that. It helps separate the liabilities of the U.S. business from the Nordic parent and can make the U.S. tax position easier to manage. In that sense, establishing a U.S. subsidiary is increasingly less of a milestone and more part of setting up properly to do business in the market.

Defense and dual-use companies are finding routes into the U.S.

There are also more opportunities for Nordic defense and dual-use companies in the U.S. Defense spending has increased, security has moved up the agenda, and Finland and Sweden joining NATO has opened additional opportunities for Nordic companies in the transatlantic defense market.

What we are seeing is that entering the U.S. market does not necessarily mean selling directly to the U.S. military. That route comes with procurement and compliance requirements that can be difficult for a Nordic company entering the market for the first time. In some cases, the more practical route is to become a supplier to an established U.S. company that already has the government relationship.

That does not mean the compliance issues disappear. Requirements can still flow down through the supply chain and need to be understood when the commercial relationship is put in place. But it can give a Nordic company a different route into a market that might otherwise be difficult to access directly.

The U.S. market is too big to avoid

Looking across the work we are doing, we are not seeing Nordic companies wait for the U.S. environment to become more predictable. They are raising capital, establishing operations, negotiating around new commercial risks and finding ways into new markets. The uncertainty is still there. Companies are learning how to operate around it.

Pine Law is a Helsinki-based law firm specializing in corporate transactions with Finnish ties and expertise in the U.S. market. The firm provides legal counsel to companies, investors, and business development initiatives.

Contact
Ville Heikkinen
ville.heikkinen@htgp.fi
+358 40 750 7517