SWEDEN Law and Practice Contributed by: Louise Rodebjer, Ólafur Steindórsson, Per Dalemo and Johannes Wårdman, CMS Wistrand
2. Overview of Regulatory Field 2.1 Acquiring a Company
advice and information. The Council is part of the self-regulation system on the stock market. • The Swedish Financial Supervisory Authority ( Finansinspektionen ) – is responsible for granting licences, creating regulations and overseeing the financial market. • The Swedish Corporate Governance Board ( Kol - legiet för svensk bolagsstyrning ) – shall foster the positive development of Swedish corporate governance and ensure that Sweden maintains a relevant, effective and well-functioning corporate governance code for listed companies. • The Swedish Companies Registration Office ( Bolagsverket ) – is not a regulator but a registration authority to which changes in company structures, such as the board of directors, must be notified to become effective. Information filed with the author - ity becomes publicly available – for example, min - utes from general meetings filed to register com - pany amendments may be retrieved by the public. • The Swedish Securities Market Self-Regulation Committee ( Aktiemarknadens självregleringskom - mitté ) – has issued takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM as well as for Nasdaq First North, Nordic MTF and Spotlight Stock Market trading platforms. Issu - ers whose shares or other financial instruments are listed on a regulated market or a multilateral trading facility (MTF) must comply with the rules and requirements applicable to the specific market on which their securities are listed or traded. The Securities Council is also responsible for interpret - ing and assessing exemption requests regarding these rules. • The Inspectorate of Strategic Products ( Inspek - tionen för strategiska produkter ) – controls the exportation of military equipment and dual-use products, and is the Swedish screening authority for foreign direct investments. • The Swedish Competition Authority ( Konkur - rensverket ) – monitors corporate acquisitions to ensure that companies comply with competition law. Acquisitions must be notified to the Swedish Competition Authority if the annual turnovers of the involved companies exceed certain threshold val - ues set by the Competition Act, as outlined further in 2.4 Antitrust Regulations .
Acquisitions of private companies are generally car - ried out in one of two ways: through a share trans - fer or an asset transfer. Both methods offer distinct advantages and are formalised through a purchase agreement, the structure of which varies depending on the complexity of the transaction. In an asset transfer, the parties can agree on spe - cific assets and liabilities to be included, which in turn allows for the exclusion of certain liabilities or prob - lematic assets as well as the possibility to avoid car - rying on certain company-specific history pertaining to the selling company. In contrast, a share transfer involves the transfer of the entire company, including all assets and liabilities. This method can be beneficial as it enables the buyer to acquire an established business with an existing brand, business relationships and market presence. Two or more companies may also merge, with the transferring company being absorbed by an acquiring company; however, merger structures are rarely used to acquire external targets in Sweden. The choice of acquisition method is often tax-driven, where gener - ally a share sale could be treated as tax-favourable from a seller’s perspective. In public company acquisitions, the predominant method is a public takeover bid, which may be volun - tary or mandatory and is announced through an offer document. Under Swedish law, if the offeror acquires more than 90% of the shares and voting rights, the offeror has the right to squeeze out the remaining minority shareholders, who may likewise require a corresponding buy-out at that threshold. 2.2 Primary Regulators In Sweden, the primary regulators for M&A activity are the following. • The Swedish Securities Council ( Aktiemarknad - snämnden ) – works to promote good practices on the Swedish stock market through statements,
1233 CHAMBERS.COM
Powered by FlippingBook