SWEDEN Law and Practice Contributed by: Marcus Glader, Sebastian Örndahl, Noelia Martinez and Dagne Sabockis, Vinge
B) the companies in which the concerned company, directly or indirectly, (i) owns more than half of the capital or operating assets, (ii) can exercise more than half of the voting rights, (iii) can appoint more than half of the members of the board of directors, manage - ment, or bodies that legally represent the companies, or (iv) has the right to direct the company’s operations; C) the companies that, in the concerned company, have the rights or powers specified in (B); D) the companies in which a company referred to in (C) has the rights or powers specified in (B); and E) the companies in which two or more companies referred to in (A)–(D) jointly have the rights or powers specified in (B). 2.8 Foreign-to-Foreign Transactions Foreign-to-foreign transactions are subject to merger control in Sweden as long as the jurisdictional thresh - olds calculated following the principles set out in 2.7 Businesses/Corporate Entities Relevant for the Cal- culation of Jurisdictional Thresholds are met. The acquisition of an undertaking without (i) turno - ver in, (ii) any nexus to, or (iii) presence in Sweden is caught if at least two of the undertakings concerned meet the jurisdictional thresholds based on these turnover calculations. 2.9 Market Share Jurisdictional Threshold There is no market share jurisdictional threshold. 2.10 Joint Ventures Please see 2.3 Types of Transactions and 2.7 Busi- nesses/Corporate Entities Relevant for the Calcu- lation of Jurisdictional Thresholds for details of the rules for determining whether a joint venture would meet the jurisdictional thresholds. 2.11 Power of Authorities to Investigate a Transaction Please see 2.5 Jurisdictional Thresholds . Special reasons for calling in a transaction could be socio - economic and consumer policy interests, which might need to be protected if the undertakings concerned were to collectively obtain a high market share in a
relevant market, or if the company being acquired were an important supplier of an upstream input or a significant customer or sales channel downstream. It may also be the case in successive acquisitions, where a strong company gradually acquires smaller companies, or in cases where a strong company in a concentrated market acquires a newly established company with the aim of preventing future competi - tion. The SCA deadline to prohibit a transaction is two years from closing, which means that in principle the SCA may call in a transaction within this deadline. To the best of the authors’ knowledge, there have been seven cases of the SCA calling in a transaction in the past. In addition, as of 1 August 2026, the SCA will have a new power to require companies to provide informa - tion on their contemplated transactions for a period of up to two years at a time. Upon receipt of information from the companies concerned, the SCA will have 15 business days to either formally call in the transac - tion, or decide to take no further action. A standstill obligation will apply during the SCA’s review (see 2.12 Requirement for Clearance Before Implementation ). If there are specific reasons, an exception from the standstill may be granted. If the SCA decides not to intervene based on incorrect information, it may decide to call in the transaction. A prerequisite for the SCA to request information under this new rule is that the SEK1 billion threshold is met, see 2.5 Jurisdictional Thresholds . 2.12 Requirement for Clearance Before Implementation Implementation of a transaction must be suspended until clearance. There is a standstill obligation prohib - iting parties to a notified transaction from taking any measures to complete the transaction. The SCA can grant an exemption from the standstill obligation if there are particular reasons for doing so. As of 1 August 2026, the standstill obligation will also apply in cases where a company is subject to an infor - mation obligation, see 2.11 Power of Authorities to Investigate a Transaction .
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