NORWAY Law and Practice Contributed by: Robin Aker Jakobsen, Amund Fougner Bugge, Jan Magne Langseth and Stig Walle, Simonsen Vogt Wiig
• Regarding the power grid, Statnett SF is Norway’s sole certified transmission system operator (TSO). Statnett SF is a state enterprise wholly owned by the Norwegian State, which in practice means that the national transmission grid cannot be privately or foreign owned. On the other hand, regional and distribution networks (DSOs) may be owned by municipal, public or private (including foreign) entities, provided that the owner holds the necessary grid licences. These undertak- ings must comply with requirements for corporate and functional separation and neutrality, which were strengthened in 2021; however, there are no national- ity restrictions for such ownership. The investment control regime has been strengthened in recent years and supplementary regulations are under development. Consequently, an assessment should always be made prior to signing or closing a transaction to determine whether the target company falls within the scope of the National Security Act. 5.4 National Security Review/Export Control In Norway, energy and infrastructure acquisitions can be subject to a national security review. If an investor acquires a significant influence or a substantial shareholding (typically, at least one-third) in a company conducting business that is critical to national security (eg, power, gas, telecommunications and transport), this may trigger a requirement to notify Norwegian authorities of the transaction under the NSA. Norwegian authorities have the power to block or attach conditions to those transactions that raise security concerns. Although there is no outright ban on investors from specific countries, deals involving non-EU/EEA inves- tors or investors from jurisdictions viewed as present- ing higher security risks are likely to receive greater scrutiny. Sectors deemed particularly sensitive, such as offshore energy or critical infrastructure, are subject to even closer examination – regardless of the inves- tor’s origin. In Norway, there are also robust export control regu- lations, covering military and dual-use goods as well
as sensitive technologies. These rules are compat- ible with Norway’s international obligations and may impact cross-border transactions involving certain products or know-how. 5.5 Antitrust Regulations In Norway, mergers, acquisitions, and similar business combinations are subject to the antitrust (competition) rules set out in the Norwegian Competition Act. Filing with the NCA is mandatory for deals meeting certain turnover thresholds. A transaction must be notified to the NCA if: • the combined annual turnover in Norway of the parties involved exceeds NOK1 billion; and • at least two of the parties each have an annual turnover in Norway exceeding NOK100 million. If these thresholds are not met but the transaction may nevertheless affect competition, the NCA can still require a filing. The turnover relates to revenue generated within Norway, and group-level turnover is included for companies that are part of larger corpo- rate groups. The notification must be submitted and the transac- tion cleared by the NCA before the deal is completed. Failure to notify a reportable transaction or closing prior to clearance can lead to significant penalties, including fines or the possible unwinding of the deal. 5.6 Labour Law Regulations An acquirer entering the Norwegian market should be aware of the rules regarding transfer of ownership of an undertaking, as set out in Chapter 16 of the Working Environment Act (WEA). The rules apply in the event of a transfer of an undertaking to another employer (eg, an asset transfer or a merger). Accordingly, these rules do not apply where only the shares are transferred. The rules establish rights for the employees who are transferred, as well as corresponding obligations for both the transferring party (previous employer) and the acquiring party (new employer). The most important rules to be aware of are that: • the employment relationships are transferred unchanged to the new employer;
335 CHAMBERS.COM
Powered by FlippingBook