SWEDEN Law and Practice Contributed by: Marcus Glader, Sebastian Örndahl, Noelia Martinez and Dagne Sabockis, Vinge
edent market definitions. Following the introduction of the SCA’s new filing forms in May 2025, the parties are required to discuss all plausible alternative market
A concentration which is found to cause a significant impediment to effective competition may be cleared if a prohibition of that concentration would lead to significant national security or supply interests being compromised. There are no known cases where this exception has been applied. Sweden’s security is also considered under the Swed - ish foreign direct investment (FDI) regime, see 9.1 Legislation and Filing Requirements . 4.7 Special Consideration for Joint Ventures The same substantive test applies for joint ventures, see 4.1 Substantive Test . The SCA places a particular focus on whether the joint venture may facilitate co- ordination between undertakings active in the same or neighbouring markets (eg, the joint venture parents). For further guidance, the SCA refers to the EC’s Con - solidated Jurisdictional Notice. 5. Decision: Prohibitions and Remedies 5.1 Authorities’ Ability to Prohibit or Interfere With Transactions The SCA must prohibit a concentration if it finds that the concentration would significantly impede effective competition, see 4.1 Substantive Test . If the harmful effects of a concentration can be sufficiently elimi - nated by means other than a prohibition, the SCA may instead clear the concentration subject to remedies. The Swedish Competition Act expressly states that a party to the concentration may be required to divest an undertaking or a part of an undertaking, or “to take any other measure having a favourable effect on com - petition”. Both structural and behavioural remedies may be considered by the SCA. The SCA’s prohibition decisions and decisions subject to remedies/commitments may be issued under pen - alty of a fine for non-compliance. 5.2 Parties’ Ability to Negotiate Remedies If the SCA has concerns about a transaction, the par - ties may propose voluntary commitments to remedy its harmful effects. The proposed commitments, the time frames, as well as any amendments to the pro -
definitions in the notification. 4.3 Reliance on Case Law
Previous decisions by the SCA and the EC, as well as rulings from the Swedish and EU courts, serve as the basis for defining the relevant product and geographic market. Clarifications by the Swedish or EU courts on the sub - stantive assessment will be followed by the SCA. 4.4 Competition Concerns The SCA’s assessment may encompass all types of competition concerns. This includes, in particular, concerns arising from the creation or strengthening of a dominant position (unilateral effects). Other types of competition concerns that the SCA may consider include co-ordinated effects (eg, if the companies remaining on the market after the concentration are able to better co-ordinate their behaviour), vertical concerns (eg, input or customer foreclosure), con - glomerate or portfolio effects (eg, where the merged entity may leverage its market power in one market to negatively affect competition in another market), and elimination of potential competition. 4.5 Economic Efficiencies The SCA considers whether the concentration results in any economic efficiencies. Any such efficiency claims should therefore be included in the notifica - tion. In particular, the SCA considers whether the effi - ciencies outweigh any negative effects that the con - centration may have. In line with the EC’s guidelines, the SCA assesses whether the efficiencies benefit consumers and are merger-specific and verifiable. The EC’s guidelines on horizontal and non-horizon - tal mergers normally serve as guidance in the SCA’s assessment. 4.6 Non-Competition Issues Under the Swedish Competition Act, the only “non- competition matter” which the SCA may consider in its review of concentrations is national security or sup - ply interests.
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