NORWAY Law and Practice Contributed by: Robin Aker Jakobsen, Amund Fougner Bugge, Jan Magne Langseth and Stig Walle, Simonsen Vogt Wiig
2.2 Liquidity Events In Norway, the typical liquidity event for companies within the energy and infrastructure sector is through a structured sales process. Some sales processes are bilateral – typically, where confidentiality and a rapid transaction process is key. Most transactions are structured as share deals as this is normally most tax-efficient, both for the target companies and its shareholders.
private limited liability companies due to the inherent limitation of liability and potential for raising capital from new investors. Such companies are normally financed predominantly with equity capital in combi- nation with state aid support. It will normally be difficult for such companies to obtain debt capital from financial institutions or in the bond market, as there are limited possibilities for collateral. As such, lenders regard the credit risk to be too high. The equity capital is typically raised from the found- ers, private investors, and public and private seed capital funds. There have been several such estab- lishments, particularly in relation to new technology or new energy forms such as solar, hydrogen, ammonia, and energy effectivisation. In 2024‒25, the main practical considerations when establishing and financing an early-stage company in the energy and infrastructure industry in Norway include the following. • The land use and permitting strategy should be evaluated on the basis of municipal planning clari- fication, with an area regulation plan for onshore wind projects and a realistic plan for ground- mounted solar. • The ESG and indigenous peoples’ dimension – heightened by the Fosen case (see 6.1 Significant Court Decisions or Legal Developments ) – must be integrated into project design, consultation, and risk analysis, as violations can lead to serious legal and reputational consequences. • The delayed European Economic Area (EEA) imple- mentation of certain energy regulations can create a policy risk that must be factored into pricing. • Based on general market observations, modelling must account for higher capital costs, currency risk, and bank coverage requirements. • Grid connection and any required capital contribu- tions must be addressed early in the case. Such ventures appear to be relatively common in solar, small hydropower upgrades, energy services, storage/flexibility, and the offshore wind supply chain. However, they are rarer in new onshore wind projects.
3. Spin-Offs 3.1 Trends: Spin-Offs
In Norway, spin-offs are quite common in the energy and infrastructure sectors. The key drivers for spin- offs are as follows. • The companies want to spin-off non-core business activities and assets to concentrate on core busi- ness (one example is Statkraft’s sale of the distant heating company Statkraft Varme AS, as well as sale of fiber companies within energy groups). • Traditional and well-established companies within the sector may be less innovative than is required for those business activities that might be spun off. • The business comprising the spin-off may require capital that the existing owner is not able or willing to provide. • The business comprising the spin-off may benefit from strategic partnerships with other corporate entities outside the group. Recently, some grid companies are also being pre- pared for partial divestment by allowing private inves- tors (eg, various investment funds) to participate. 3.2 Tax Consequences In Norway, a spin‑off structured as a statutory demerg- er under Norwegian company law can be tax‑neutral for both the transferring company and its sharehold- ers if the tax rules for mergers/demergers are met, as follows. • Statutory route ‒ the requirements for a legal demerger under Chapter 14 of the Norwegian Companies Act (including a demerger plan, board reports, auditor/independent expert statements (if
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