NORWAY Law and Practice Contributed by: Beret Sundet, Elin Moen, Olav Kolstad and Harald K. Selte, BAHR
2.11 Power of Authorities to Investigate a Transaction Full Jurisdiction Over All Transactions The NCA has full power to investigate any transac - tion with a potential effect in Norway, regardless of turnover and control. Transactions Below the Notification Thresholds and Minority Acquisitions As mentioned in 2.5 Jurisdictional Thresholds , the NCA has the power to order parties to an acquisition of control to submit a notification even if the turnover thresholds are not met and also in respect of trans - actions not leading to a change in control (minor - ity acquisitions). In such cases, the NCA has three months to order the parties to submit a notification, from the point at which a binding transaction agree - ment has been concluded or the transaction has been completed (whichever occurs first). This deadline runs independently of whether the NCA has been informed about the transaction or not. Investigations in concentrations not meeting the thresholds are not unusual (the NCA has intervened in various such cases). In contrast, investigations of minority acquisitions are rare. The NCA has also imposed a specific duty on several companies in selected sectors to disclose below- threshold transactions to the NCA, and for several of these companies also to disclose minority acquisi - tions. Companies subject to this duty must provide a short notice to the NCA about the transaction within three working days of final agreement. The NCA has stated that it will review these notices within 15 work - ing days to determine whether an order for notification may be warranted. A full list of companies subject to this disclosure requirement is published on the NCA’s website. It includes companies operating in a range of indus - tries, including, fuel/filling stations, power produc - tion, waste and recycling, groceries, online classifieds, home security, newspapers and EV charging among others.
then the audited turnover should be adjusted to take the change into account before assessing the turnover thresholds. 2.8 Foreign-to-Foreign Transactions There are no special rules for foreign-to-foreign trans - actions in Norway. Foreign-to-foreign transactions are treated in the same way as those involving Nor - wegian companies as long as the transaction may have potential effects in Norway. As such, the same notification thresholds apply, and foreign-to-foreign transactions below the thresholds may be called in for review. However, the NCA has indicated in a guidance paper that, even if the turnover thresholds are met, genuine foreign-to-foreign transactions that could not have any possible effect in Norway may fall outside the territorial scope of the Competition Act. 2.9 Market Share Jurisdictional Threshold The thresholds for mandatory notification are purely turnover based and do not include a market share element (see 2.5 Jurisdictional Thresholds ). 2.10 Joint Ventures Joint ventures are subject to the merger control rules, and no separate thresholds apply. The assessment of joint ventures follows the same approach estab - lished under the EUMR, for example with respect to the assessment of full functionality and the determi - nation of “undertakings concerned” for establishing which parent companies’ turnover should be taken into account when assessing the jurisdictional thresh - olds. It is possible to benefit from the simplified procedure (ie, short-form filing) when a transaction concerning a joint venture meets one of the two following criteria: • the creation of a joint venture where both the value of assets transferred to the joint venture, and the value of any turnover related to those assets, is below NOK100 million; and • a change of control over an existing joint venture, where a party holding joint control over the joint venture obtains sole control over the joint venture.
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