SWEDEN Trends and Developments Contributed by: Ulrica Salomon, Johanna Elveland, Christian Wennergren and Matteus Romare, Cirio Advokatbyrå AB
To address this, the SCA will now be able to require companies to submit information on non-notifiable mergers prior to implementation. This ensures that such mergers come to the authority’s attention at an early stage. Upon receiving the information, the SCA must, within 15 working days, either require a formal notification or take no further action. During this peri - od, a standstill obligation applies. In addition, the time limit for in-depth investigations will be extended from three months to 90 working days, effectively lengthening the review period. The SCA will also be able to impose fines for providing incorrect or misleading information during merger investigations. Although such fines already exist for investigations into anti-competitive agreements and abuse of dominance, this will be a new feature in Swedish merger control. The European Commission’s draft revised merger guidelines In 2025, the European Commission launched a review of its horizontal (2004) and non-horizontal (2008) merger guidelines, which set out how the Commis - sion assesses the competitive impact of mergers within the legal framework of the EU Merger Regula - tion 139/2004. These guidelines are also applied by the SCA. Draft merger guidelines were published on 30 April 2026. Since the guidelines were first adopted, the geopoliti - cal and economic landscape has changed significant - ly. The draft revised guidelines aim to modernise the Commission’s approach to merger assessment and to reflect these developments, including the increased importance of industrial scale, global competitive - ness, innovation and investment. At the same time, sustainability and resilience have emerged as increas - ingly relevant parameters for competition. The main objective is to establish a framework that is compre - hensive, predictable, and durable over time. Notably, the EU Merger Regulation itself, on which the Swedish merger control rules are also based, is not under review. The fundamental legal framework gov - erning when a merger may be prohibited, or approved subject to commitments, will therefore continue to
apply unchanged once the revised guidelines enter into force. FDI Activity in 2025 Since the entry into force of the Swedish Screening of Foreign Direct Investments Act (2023:560) (the “FDI Act”) on 1 December 2023, notification activity has surged, placing Sweden among the most active Mem - ber States in the EU. As of 15 January 2026, a total of 3,362 notifications had been received. The year-on- year increase since the FDI Act entered into force has been significant, more than 50%:
• 2024: 1,261 notifications; • 2025: 1,987 notifications.
Most cases (3,067 out of 3,362) were closed without action. Only 46 notifications have proceeded to an additional three-month in-depth review (“phase two”), following the initial 25 working days. Of these in-depth reviews: • most have been closed without action; • six investments have been approved with condi - tions; and • three have been prohibited. However, the statistics do not provide the complete picture. There are indications that investors some - times withdraw notifications when the regulatory authority, ie, the Inspectorate for Strategic Products (“ISP”), has indicated that it is considering a prohibi - tion on the investment. ISP has issued 10 decisions to discontinue cases after the review was initiated, four of which occurred after the ISP had communicated its intended decision to the investor. New regulations to broaden the scope of the Swedish FDI Act The FDI Act, which requires investments in protec - tion-worthy businesses to be notified to the Swed - ish authorities, is, as previously described, in its third year in force. No major changes to the legislation have been introduced during 2025. However, the Swedish Civil Defence and Resilience Agency ( Myndigheten för civilt försvar ) (“MCF”) has continuously updated the regulations that define which activities fall within the scope of the FDI Act.
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