SWEDEN Law and Practice Contributed by: Louise Rodebjer, Ólafur Steindórsson, Per Dalemo and Johannes Wårdman, CMS Wistrand
2.3 Restrictions on Foreign Investments In 2023, new legislation regarding the review of for - eign direct investments came into effect. The legisla - tion aims to prevent foreign investments in Swedish activities that are deemed sensitive and potentially harmful to Sweden’s national security or public order and safety. It applies when a foreign investor intends to invest in operations within critical sectors, such as (but not limited to): • security and defence; • energy; • telecommunications; • IT infrastructure; Investments in these sectors are subject to mandatory notification to the Swedish Inspectorate of Strategic Products (ISP) prior to completion. The regime has a broad scope, and most investments are notifiable, although the vast majority are cleared without action. ISP may review, prohibit or impose conditions on a transaction deemed to pose a security risk, mean - ing that notifiable transactions cannot be completed without prior clearance. • transportation; • healthcare; and • research with security implications. ISP has an initial 25 working days to decide whether to leave the transaction without action or initiate an in-depth review. If an in-depth review is opened, the authority has an additional three months to approve or prohibit the investment. The regime has been criti - cised for its wide scope and calls have been made for refinement to limit notifications to genuinely sensitive activities. Notwithstanding such criticism, the prac - tical scope of the regime was broadened and con - cretised through updated regulations issued by the Swedish Civil Contingencies Agency (MSB), which entered into force on 1 October 2024. Furthermore, additional amendments were circulated for consul - tation proposing a further expansion of the regime’s substantive scope, with the consultation period con - cluding on 6 February 2026. The proposal seeks to extend the categories of activities considered sensi - tive and thereby increase the range of transactions subject to mandatory notification.
2.4 Antitrust Regulations Both Swedish and EU competition laws are relevant considerations in corporate acquisitions in Sweden. The Swedish Competition Act contains regulations for the review of certain M&A, referred to as “concentra - tions”. According to the Competition Act, a concen - tration should be prohibited if it significantly impedes effective competition within Sweden as a whole or a substantial part of it. If less restrictive measures are sufficient to address the harmful effects, these may be considered instead of an outright prohibition. A concentration must be notified to the Swedish Com - petition Authority if the combined turnover of the involved companies in Sweden in the previous fiscal year exceeds SEK1 billion and at least two of the com - panies involved had a turnover in Sweden exceeding SEK200 million each in the previous fiscal year. Transactions meeting the EU thresholds and having a “community dimension”, including combined EU turnover exceeding EUR2.5 billion across several member states, fall within the exclusive jurisdiction of the European Commission and cannot be reviewed by national authorities. If the EU thresholds are met but the competitive effects are primarily national, the par - ties may request a referral to the national competition authority – for example, the Swedish one. Empirical data indicates that most notified transac - tions continue to be cleared without conditions. Mar - ket data from recent years shows that approximately 95% of transactions notified for antitrust clearance over the past five years were cleared unconditionally following Phase 1 review, while prohibitions remain exceptional. At the same time, authorities are increasingly applying broader theories of harm. The report highlights cases such as Booking/eTraveli and Adobe/Figma, illustrat - ing a growing emphasis on ecosystem effects and innovation-based competition concerns rather than pure traditional market share analysis. 2.5 Labour Law Regulations In Sweden, employees are protected in asset trans - fers under the Swedish Employment Protection Act (1976:580). Where a business or part thereof is transferred, all rights and obligations under the rel -
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