NORWAY Law and Practice Contributed by: Beret Sundet, Elin Moen, Olav Kolstad and Harald K. Selte, BAHR
8.2 Typical Timeline for Appeals Parties wishing to appeal an NCA decision to the CAT must do so within 15 working days of the NCA issuing its decision. The complaint is addressed to the CAT but sent to the NCA. Within 15 working days of receiving the appeal, the NCA must pass it on to the CAT with its comments on the appeal. Within 60 working days of receiving the appeal, the CAT must issue its decision. 8.3 Ability of Third Parties to Appeal Clearance Decisions Third parties cannot appeal a clearance decision. 9. Foreign Direct Investment/Subsidies Review 9.1 Legislation and Filing Requirements The provisions of the Norwegian National Security Act (the “Security Act”) require that any direct or indirect acquisition of a “qualified ownership interest” in a company that is subject to the National Security Act, is notified to the Ministry with sectoral competence for the company or the National Security Authority (NSM, Nasjonal Sikkerhetsmyndighet ) for approval. Companies that process classified information, or which conduct activities which are of a significant importance for fundamental national functions or national security interests can be designated under the Security Act. Companies are notified by their rel - evant sectoral ministry or the NSM if they are desig - nated under the Security Act. The number and identity of companies subject to the Security Act is not pub - licly known. A “qualified ownership interest” includes the acquisi - tion of (i) at least a third of the share capital or voting shares in a company, (ii) the right to become owner of at least one third of the share capital or voting shares in a company, or (iii) “significant influence” over the management of the company.
In June 2023, the Security Act underwent substantial amendments, some of which entered into force on 1 July 2023, while the implementation date for the remaining amendments remains uncertain. The revi - sions that have entered into force as of 1 July 2023 broaden the scope of businesses that will fall under the Security Act, as the threshold for a company to be made subject to the Security Act has been lowered. The amendments that are still to enter into force include: • all companies that hold a supplier clearance (cf Section 9-3 of the Security Act) and participate in security-graded acquisitions are automatically subject to the notification regime of the Security Act. A supplier clearance is required for suppliers that may gain access to information graded “con - fidential” or above under the Security Act, or when necessary for other reasons; and • expansion of the threshold for what constitutes a “qualified ownership interest”. The acquisition of any of the following in a target company designat - ed under the Security Act will trigger a mandatory, pre-closing and suspensory obligation: (a) a direct or indirect acquisition at least 10% of the share capital or voting shares of the target company; (b) an investor’s increase to or above 20%, 1/3, 50%, 2/3, or 90% of the share capital or voting rights of the target company; or (c) an acquisition of a shareholding which confers “significant influence” over the target company. The contemplated amendments also introduce a stand-still obligation and a prohibition on the sharing of information that may be used for security-threat - ening activities before approval has been obtained. Breach of the stand-still obligation will be subject to administrative fines. In February 2025, the government published a pro - posed regulation intended to clarify and supplement the amendments to the Security Act that have not yet entered into force, as described above. More specifi - cally, the proposed regulation sets out, inter alia, the information requirements for notification, a far-reach - ing ban on information exchange before clearance and
491 CHAMBERS.COM
Powered by FlippingBook