SWEDEN Law and Practice Contributed by: Marcus Glader, Sebastian Örndahl, Noelia Martinez and Dagne Sabockis, Vinge
ity shareholding enabling the minority shareholder to exercise decisive influence over an undertaking. An example of a minority shareholding with de facto con - trol is when it is likely that the minority shareholder can attain a majority position at the general meeting because the remaining shares are spread among a large number of other shareholders that do not gener - ally attend such meetings. Acquisitions of interests that do not entail the acquisi - tion of control and hence a change of control are not caught. 2.5 Jurisdictional Thresholds Companies are required to notify the SCA of concen - trations that meet certain turnover thresholds before they are implemented. These thresholds are (i) the combined aggregate turnover in Sweden in the pre - ceding financial year of the undertakings concerned exceeds SEK1 billion, and (ii) at least two of the under - takings concerned each had a turnover in Sweden in the preceding financial year that exceeds SEK200 million. If the threshold in (i) is met, but the turnover does not exceed the threshold in (ii), the SCA may require the parties to notify the concentration, when there are “special reasons” for doing so. For further details, including forthcoming legislative amendments, see 2.11 Power of Authorities to Investigate a Transac- tion . These thresholds are applicable to all sectors. In other words, there are no special jurisdictional thresholds applied to particular sectors. A notification to the SCA is not required if the EUMR thresholds are met, in which case a notification should instead be made to the European Commission. 2.6 Calculations of Jurisdictional Thresholds The turnover thresholds are calculated based on net sales of goods and services in Sweden within the undertaking’s ordinary business activities during the most recently completed financial year. The turnover should exclude intra-group sales, deductions of sales discounts, value added tax and other taxes directly related to turnover and extraordinary income (eg, the
sale of fixed assets). The exchange rate to be used when a company’s turnover is to be converted to Swedish krona is the average rate of the Sveriges Riks- bank (Sweden’s central bank) for the twelve months corresponding to the most recent financial year. 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds The undertakings that are considered to be “con - cerned”, and therefore relevant for the purpose of calculating the jurisdictional thresholds, depend on the type of concentration that is intended to be car - ried out. In a merger of companies, each of the companies being merged constitutes an “undertaking con - cerned”. In the case of an acquisition of control over an existing company or part thereof, the undertakings concerned are the acquirer and the acquired company or the acquired part, respectively. The seller’s turno - ver does not need to be added to the turnover of the acquired company. In the case of an acquisition of joint control over a newly established company, each of the companies jointly acquiring control is an undertaking concerned. In the case of an acquisition of joint control over an existing company, the undertakings concerned are, on the one hand, each of the companies jointly acquiring control and, on the other hand, the acquired company. If an existing company is solely controlled by a parent company and one or more new shareholders acquire joint control together with the original parent compa - ny, the undertakings concerned are each of the com - panies exercising joint control, including the original shareholder. The target company is not considered an undertaking concerned, and its turnover is included as part of the original parent company’s turnover. The calculation of the turnover for an “undertaking concerned” follows EUMR principles and is the sum of the turnover of: A) the concerned company;
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