SWEDEN Law and Practice Contributed by: Louise Rodebjer, Ólafur Steindórsson, Per Dalemo and Johannes Wårdman, CMS Wistrand
and reporting obligations as shares (see 4.2 Material Shareholding Disclosure Threshold ). As mentioned previously, EMIR has introduced report - ing requirements to ensure transparency in derivatives markets. Therefore, all trades in OTC and exchange- traded derivatives must be cleared and reported to the ESMA register in accordance with EMIR. 4.6 Transparency In Sweden, shareholders are not generally required to disclose their intentions when acquiring shares. How - ever, disclosure obligations apply in certain cases: • ownership disclosure obligations – disclosure is required when surpassing ownership thresholds (see 4.2 Material Shareholding Disclosure Thresh- old ); • mandatory offer rule – exceeding 30% of voting rights triggers a mandatory offer, revealing control intentions (see 6.2 Mandatory Offer Threshold ); and • takeover offers – a full public offer requires disclo - sure of motives and expected consequences. Under Swedish law, the requirement to disclose a transaction to the public depends on whether a listed company is involved. Private M&A transactions are not subject to public dis - closure. However, regulatory obligations, such as the need to register changes in ultimate beneficial owners with the Swedish Companies Registration Office or to comply with competition law, could result in infor - mation relating to the transaction becoming publicly accessible. Inside Information According to the Market Abuse Regulation (MAR), the general rule is that an issuer must disclose inside information that directly concerns it to the public as soon as possible. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal
The issuer must ensure that the information is made public in a manner that allows for rapid access and enables the public to assess it fully, accurately and in a timely manner. Where applicable, the disclosure should also be made through the officially appoint - ed mechanism referred to in Article 21 of Directive 2004/109/EC of the European Parliament and the Council. In the case of inside information disclosure, an issuer may not combine it with marketing activities, and all publicly disclosed inside information must be pub - lished and maintained on the issuer’s website for at least five years. Under the new EU Listing Act (EU) 2024/2809, the dis - closure obligations regarding inside information under Article 17 of the MAR have been revised in certain areas (see 3.2 Significant Changes to Takeover Law ). Public Takeover In a takeover situation, the companies involved are also required to disclose certain information to the Owing to the strict regulation in the MAR requiring inside information to be made public as soon as pos - sible, market practice on timing of disclosure does not differ from legal requirements. However, the issuer rulebooks of Nasdaq Stockholm and Nordic Growth Market set out specific rules for disclosure of information not deemed as inside infor - mation but which is still of necessity for the sharehold - ers and investors, such as a notice of summoning to In Sweden, it is common to conduct financial and legal due diligence in a negotiated business combination. Financial due diligence primarily focuses on assess - ing the financial health and stability of a business unit during an acquisition, with accurate financial informa - tion being crucial for decision-making. This process typically involves a thorough review of the target com - pany’s financial statements, assets, liabilities, cash flow, debt levels and future profit forecasts. Legal public (see 7.1 Making a Bid Public ). 5.2 Market Practice on Timing a general meeting in an issuer. 5.3 Scope of Due Diligence
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