SWEDEN Law and Practice Contributed by: Louise Rodebjer, Ólafur Steindórsson, Per Dalemo and Johannes Wårdman, CMS Wistrand
At EU level, capital markets reforms adopted in 2024 under the EU Listing Package began to apply from 2025, amending the Prospectus Regulation and the Market Abuse Regulation (including Article 17) to introduce more proportionate disclosure require - ments and reduce administrative burdens for listed issuers. Separately, Corporate Sustainability Report - ing Directive (CSRD) reporting for the 2024 financial year (published during 2025) has expanded sustain - ability disclosure requirements under the European Sustainability Reporting Standards (ESRS), increasing compliance complexity in transaction planning, due diligence and disclosure assessments. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies For tactical reasons, offerors may choose to acquire shares in the target company before approaching its management or shareholders or launching a formal offer. Although stakebuilding is permitted in Swe - den, it is subject to certain restrictions and disclosure requirements. Offerors must also ensure that they do not have undisclosed inside information beyond their own offer plans. Additionally, stakebuilding may influence both the value and structure of a subsequent offer and could trigger disclosure requirements or mandatory offer obligations. To ensure equal treatment of sharehold - ers, takeover rules require that the terms of a pub - lic takeover offer cannot be less favourable than the terms of share acquisitions made by the offeror within six months before, during or after the offer period. 4.2 Material Shareholding Disclosure Threshold In Sweden, the material shareholding disclosure thresholds and filing obligations are set out in Chap - ter 4 of the Swedish Financial Instruments Trading Act (1991:980), which implements the Transparency Directive (2004/109/EC). These rules apply to shares admitted to trading on a regulated market for which Sweden is the home member state. The applicable disclosure thresholds are 5%, 10%, 15%, 20%, 25%, one third, 50%, two thirds and 90%
of the share capital or voting rights. These thresholds are triggered by acquisitions, disposals, share lending, the return of borrowed shares or other relevant events. A shareholder who reaches, exceeds or falls below one of the applicable disclosure thresholds must noti - fy both the Swedish Financial Supervisory Authority and the company concerned. The disclosure obligations also apply to share-related instruments, such as depositary receipts with voting rights, non-standard options, derivatives, warrants, borrowed shares and convertible instruments. 4.3 Hurdles to Stakebuilding The reporting thresholds are set by law, and as such they cannot be altered through provisions in the arti - cles of association. Additionally, there are no specific rules that directly address barriers to stakebuilding, other than potential restrictions concerning access to inside information, reporting obligations and manda - tory offer requirements. 4.4 Dealings in Derivatives Dealings in derivatives are allowed under Swedish law. The European Market Infrastructure Regulation (EMIR) sets out rules for derivatives trading. It requires that all derivatives contracts be reported to a trade repository, with the responsibility for reporting resting with the counterparties. However, counterparties may delegate this obligation to a third party. EMIR also sets out requirements for the mandatory clearing of certain over-the-counter (OTC) derivatives through a central counterparty (CCP). The European Securities and Markets Authority (ESMA) provides guidance on which derivatives are subject to this clearing obligation. Exemptions may be granted to counterparties within the same group and, during a transitional period, to certain pension schemes. 4.5 Filing/Reporting Obligations Derivatives and other financial instruments confer - ring rights to underlying shares listed on a regulated market are subject to the same disclosure thresholds
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