SWEDEN Law and Practice Contributed by: Marcus Glader, Sebastian Örndahl, Noelia Martinez and Dagne Sabockis, Vinge
4. Substance of the Review 4.1 Substantive Test
to clarifications or easily accessible documents. In more complex or potentially problematic cases, the authority may require detailed market data, internal documents, customer or supplier lists, and other sen - sitive information. The process can become resource- intensive, particularly if the authority moves to a Phase II review, where the depth and scope of information requested typically increase. The issuance of an RFI does not automatically sus - pend or stop the review clock. The statutory deadlines for Phase I and II (see 3.7 Review Process ) continue to run regardless of whether an RFI has been issued. However, if (i) the notification is deemed incomplete, the SCA may request additional information before the review period officially begins, or (ii) the parties fail to provide information within the requested deadlines, the SCA may decide to stop the clock until the infor - mation is provided. The clock can also be stopped at the request of the notifying party. As of 1 August 2026, the SCA will have the power to impose a fine if a party fails to comply with an informa - tion request during an investigation of a concentration. 3.10 Accelerated Procedure In Sweden, there is no fast-track or other type of accelerated procedure for review. The same dead - lines for review (see 3.7 Review Process ) apply to all transactions. The review timeline will depend on the complexity of the transaction – eg, in simplified transactions, the SCA will more rapidly reach a decision. The SCA’s stated ambition is to clear non-complex cases as soon as possible and typically within 15 business days. In 2025, the average review period for Phase I cases was 14 business days (2024: 17 business days, 2023: 14 business days). There is only one form for all notifications. However, where the transaction does not give rise to horizontally or vertically affected markets, certain sections of the notification form can be left blank.
The substantive test employed by the SCA in its review of concentrations is whether the concentration would significantly impede the occurrence or the develop - ment of effective competition “within Sweden as a whole, or a substantial part of it”. If the SCA finds that a concentration would lead to such effects, it must prohibit the concentration. In its examination, the SCA will particularly consider whether the concentration creates or strengthens a dominant position. The substantive test under the Swedish Competition Act is intended to mirror the substantive test under the EUMR. The SCA therefore interprets the prohibition in light of EU law. As of 1 August 2026, the current regime will be broad - ened to cover concentrations that would give rise to a significant impediment to effective competition “in the market”. In practice, this change means that even a concentration that only affects competition in, for example, a small(er) local market in Sweden may also be prohibited. 4.2 Markets Affected by a Transaction Where the buyer and the target company are both active in the same market (ie, where there are hori - zontal overlaps), that market is considered affected if the parties’ combined market share is 20% or more. Where the parties are active on different levels of the supply chain (ie, where there is a vertical link between the parties), a market is affected if any of the parties, or the parties jointly, have a market share of 30% or more. The same applies in the absence of any actual customer-supplier relationship between the parties (ie, if the vertical link is only potential). Concentrations where the parties’ market shares are below the levels mentioned above will normally receive less scrutiny from the SCA, as competition concerns will usually be less likely to arise in such cases. The SCA will consider the product and geographic market definitions proposed by the parties, but its assessment is not bound by the proposed or prec -
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