SWEDEN Law and Practice Contributed by: Louise Rodebjer, Ólafur Steindórsson, Per Dalemo and Johannes Wårdman, CMS Wistrand
established practice, dispensations may be granted where the guarantor is only allocated shares remain - ing after other shareholders have exercised their rights, provided that shareholders are informed of the maximum potential voting stake and the transaction is approved by a two-thirds majority of disinterested shareholders. In addition, practical developments in regulatory enforcement have materially affected trans - action execution. Regulatory intervention has become a key determinant of deal structure and timing, even in the absence of major judicial precedents. 3.2 Significant Changes to Takeover Law Swedish takeover law is primarily based on the Takeo - ver Directive (2004/25/EC). The key regulations can be found in the following: • the Securities Market Act ( Lag (2007:528) om värdepappersmarknaden ); and • the Act on Public Takeovers ( Lag (2006:451) om offentliga uppköpserbjudanden på aktie - marknaden ); and • the Takeover Rules for Regulated Markets ( Takeo - ver-regler för reglerade marknader ), which is a part of the self-regulation. Nasdaq Stockholm and Nordic Growth Market (NGM) have issued identical takeover rules for their regulated markets and maintain their own disciplinary commit - tees. Both have delegated to the Swedish Securities Council ( Aktiemarknadsnämnden ) the task of interpre - tation of the Corporate Governance Code and exemp - tion assessments. The Swedish Securities Market Self-Regulation Com - mittee ( Aktiemarknadens självregleringskommitté ) has issued takeover rules applicable to multilateral trading facilities (MTFs), including Nasdaq First North, Nordic SME and Spotlight. While these rules are substantively aligned with the takeover rules applicable to regulated markets, their legal basis differs materially. On regu - lated markets, the takeover rules operate within the statutory framework of the Public Takeover Bids Act (LUA), and offerors are required to undertake vis-à-vis the exchange to comply with the rules and accept potential sanctions. By contrast, the takeover rules applicable to MTFs are based on self-regulation, lack statutory underpinning and do not require any such
undertaking, resulting in materially different enforce - ment mechanisms. This distinction has had practical consequences. In CodeMill and Integrum, both listed on Nasdaq First North, the Council found conduct contrary to takeo - ver rules and good market practice, but no sanctions could be imposed as the applicable rules rest on self-regulation rather than a statutory undertaking. In NAXS, listed on Nasdaq Stockholm, the mandatory bid obligation under LUA was not formally triggered, although the Council held that good market practice nevertheless required an offer. As no formal breach of the statutory framework occurred, sanctions were likewise unavailable. Taken together, these cases demonstrate that enforcement may differ depending on listing venue, despite substantive alignment in the underlying rules. This distinction is of particular importance to foreign bidders, who may assume that takeover regulation and sanction mechanisms operate identically across regulated markets and MTFs in Sweden. The cases also highlight an enforcement gap and may prompt discussion as to whether future regulatory develop - ments could also lead to more binding or sanction- backed mechanisms in respect of MTF takeover rules. The Swedish Corporate Governance Board issues the Swedish Corporate Governance Code, last updated on 1 January 2024; the Code supplements legislation and applies on a comply-or-explain basis. No significant structural changes to Swedish takeover legislation were introduced during the past year. Take - over rules for trading platforms issued by the Swed - ish Securities Market Self-Regulation Committee with effect from 1 July 2025 primarily codify established practice and do not entail any material deviation from the rules applicable as from 1 January 2024. However, the revised rules include a limited substantive classifi - cation regarding the interaction between the takeover rules and the EU Prospectus Regulation in share-for- share offers, in particular as regards the application of the prospectus exemption under Article 1 (4)(da) of the EU Prospectus Regulation.
1236 CHAMBERS.COM
Powered by FlippingBook