NORWAY Law and Practice Contributed by: Daniel Nygaard Nyberg, Karoline Ulleland Hoel, Ole Andenæs and Jens Fredrik Bøen, Wikborg Rein Advokatfirma AS
Acquisition of Control If an AIF acquires or disposes of voting shares in a non-listed company so that its ownership stake reach - es, exceeds or falls below specific thresholds – name - ly 10%, 20%, 30%, 50% or 75% – the AIFM must promptly notify the FSAN. The notification should be submitted as soon as possible, but no later than ten business days after the event. In cases where an AIF gains control, individually or jointly, over a non-listed company (except for entities solely investing in real estate and small or medium- sized enterprises) or a listed company, additional noti - fication and disclosure obligations arise. The AIFM is then required to notify not only the FSAN but also the target company and its shareholders. AIFMs are subject to asset-stripping regulations under the AIFMD and the corresponding Norwegian AIFM Act. These provisions impose limitations on certain financial activities by EU-incorporated portfolio com - panies for the first 24 months following the acquisition of control by an AIF. Specifically, the limitations apply to distributions, capital reductions, share redemp - tions, and the acquisition of own shares. Merger Control According to Norwegian merger regulations, compa - nies must notify the Norwegian Competition Authority (NCA) of concentrations where the combined Norwe - gian annual turnover of the undertakings concerned exceeds NOK1 billion and at least two of the under - takings concerned have an annual Norwegian turno - ver exceeding NOK100 million. Transactions triggering a notification cannot be closed until they have received clearance from the NCA. The NCA may also, within three months of a final agreement/acquisition of control, review transactions falling below the turnover thresholds, if the NCA has reason to assume that competition will be affected. Companies may voluntarily notify the NCA of a trans - action, although this is rarely done. It is not necessary to notify the NCA if the parties meet the thresholds for mandatory notification to the European Commission under the EU Merger Regula -
tion, or if they need to notify the European Free Trade Association (EFTA) Surveillance Authority. Companies should also consider whether other European regulations, such as the Foreign Subsidies Regulation and Foreign Direct Investment regulations, might apply to the transaction. Acquisition of substantive holdings or control in a target company may also trigger other notification or authorisation requirements under Norwegian or for - eign legislation. 3.10 AI and Use of Data Norway currently lacks regulations specifically for the use of AI in AIFs or financial institutions. However, the draft Norwegian Artificial Intelligence Act was cir - culated for public consultation on 30 June 2025. The proposal seeks to implement the EU AI Act into Nor - wegian law and introduces regulatory requirements for the development, deployment and use of AI systems, based on risk classification. If adopted as proposed, the Artificial Intelligence Act will apply to all entities – including investment funds and fund managers – that use or develop AI systems for professional or com - mercial purposes in Norway. The Artificial Intelligence Act is expected to come into force in 2026. The EU AI Act, on which the Norwegian Act is intend - ed to be based, primarily targets high-risk AI systems, which are uncommon in the activities of AIFMs. Nev - ertheless, due to the considerable regulatory burden imposed on developers and deployers of high-risk AI systems, investment funds and fund managers should carefully consider if any AI systems they develop or use may be classified as high-risk AI systems under the Artificial Intelligence Act. Regardless of risk classification, providers of AI sys - tems intended to interact directly with natural persons will be subject to transparency and information obli - gations. Moreover, all enterprises using or providing AI must ensure AI literacy for their staff, as detailed in Article 4 of the AI Act, to facilitate informed and appro - priate AI usage while recognising potential opportuni - ties and risks. Investment funds and fund managers using AI systems therefore need to apply and docu -
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