SWEDEN Law and Practice Contributed by: Marcus Glader, Sebastian Örndahl, Noelia Martinez and Dagne Sabockis, Vinge
2.13 Penalties for the Implementation of a Transaction Before Clearance There are no specific sanctions for violating the stand - still obligation. However, if the SCA becomes aware of a transaction that should have been notified, the SCA may order the acquiring parties to submit a notifica - tion. Such an order can be made subject to a condi - tional fine. 2.14 Exceptions to Suspensive Effect Even though this is not stipulated in the Competition Act, the SCA explains in its guidelines that it will not enforce the standstill obligation in relation to public bids and the acquisition of control through a series of transactions in securities. 2.15 Circumstances Where Implementation Before Clearance Is Permitted If there are special reasons, which there rarely are, the SCA may permit closing before clearance. One such reason is to prevent or reduce the risk of unnecessary economic damage or other negative consequences during the investigation. The outcome of such an assessment will turn on the potential negative effects on competition and the legitimate interests of third parties. The permission may apply to the entire con - centration or may be limited to certain specifically described procedures that are made permissible for the company through the decision. A permission can also have its scope specified through conditions set by the SCA. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification The parties are required to notify the SCA before com - pleting the transaction that meets the relevant thresh - olds. There is no statutory deadline for submitting a notification, but the transaction cannot be implement - ed before clearance is obtained. This means that the notification should be made as early as possible to avoid delays in the transaction timeline. There are no specific penalties for “failure to file” (see also 2.13 Penalties for the Implementation of a Transaction Before Clearance ).
3.2 Type of Agreement Required Prior to Notification The notification of a merger to the SCA does not nec - essarily require a binding agreement to be in place. Parties can file a notification based on less formal agreements such as a letter of intent or a memoran - dum of understanding. The key requirement is that there is a sufficient degree of certainty that the trans - action will proceed. A filing can also be made on a good-faith intention to reach an agreement. The parties must be able to dem - onstrate that the transaction is likely to occur and that they are actively working towards finalising the deal. Once a transaction is formally notified, the fact of the transaction will be made public on the SCA’s website. 3.3 Filing Fees There are no filing fees. 3.4 Parties Responsible for Filing For acquisitions, the acquiring party is responsible for providing all the necessary information and submitting the notification. For mergers or joint ventures, the responsibility for filing is shared between the parties involved. Both par - ties need to collaborate to ensure that the notification is complete and accurate. 3.5 Information Included in a Filing In general terms, the notification form to be submit - ted to the SCA includes information about the par - ties involved, the transaction details, the ownership structure, the relevant markets, market shares and the effects of the transaction on competition. The SCA has issued a regulation that lists the information that should be submitted for every notification (essentially a template notification form). In May 2025, the SCA published revised Merger Control Guidance including instructions on how to complete the form and clarify - ing the procedure and information requirements for merger notifications. Every notification should include the transaction docu - ment and a copy of the annual financial statements of the parties. Depending on the complexity of the case, internal documents (such as board presentations) and
602 CHAMBERS.COM
Powered by FlippingBook