SWEDEN Law and Practice Contributed by: Louise Rodebjer, Ólafur Steindórsson, Per Dalemo and Johannes Wårdman, CMS Wistrand
due diligence, conducted to ensure compliance with applicable laws and regulations, often involves the examination of employment contracts, agreements, litigation history, intellectual property rights and other legal matters. Additionally, operational, tax and commercial due dili - gence are also common practices during the acquisi - tion process, each focusing on specific aspects of the target company’s operations, tax obligations and market positioning. In relation to public offers, the possibility to conduct a due diligence process is limited by the target’s restric - tion on sharing inside information without making it Neither standstills nor exclusivity are common in pub - lic acquisitions. However, in acquisitions of private companies an exclusivity period is often agreed upon between the acquirer and the shareholder(s) of the tar - get at some point of the acquisition. Such exclusivity can be agreed either at an early stage in the process (allowing a sole potential acquirer to perform their due diligence undisturbed by competing offers) or at a later stage following the potential acquirers having presented a preferred bid in an auction process. 5.5 Definitive Agreements As no share transfer agreement is entered into in a public takeover, it is not common for tender offer terms and conditions to be documented in a defini - tive agreement. The bidder usually submits either an unconditional binding offer or an offer that is subject to certain conditions being met. Such conditional offer typically becomes binding immediately once the con - ditions set out are met. The bidder can include reser - vations in the offer; if the conditions are not fulfilled, the bidder can waive any condition presented, thus making the offer binding. 6. Structuring 6.1 Length of Process for Acquisition/Sale The process of acquiring or selling a company in Sweden typically takes one to six months from the publicly available to the market. 5.4 Standstills or Exclusivity
start to the signing of the share purchase agreement. However, the timeframe varies significantly, and many transactions take considerably longer. The timeframe is (among other factors) affected by the extent of the due diligence that needs to be conducted, and by potential legal and purchase price discussions arising out of such due diligence. Following signing of the share purchase agreement and provided that closing has not occurred in direct connection with the sign - ing of the share purchase agreement, acquisitions are generally closed within one to three months, provided that no in-depth scrutiny has been called for by any authority such as under the foreign direct investment regime and notification to the Competition Authority, which may prolong the process. In public company acquisitions, the timeline depends (among other factors) on the acceptance period set by the offeror. During 2024 and 2025, regulatory interven - tions had a tangible impact on transaction timelines. Heightened geopolitical tensions, expanded foreign direct investment screening regimes and sustained antitrust scrutiny have increased execution complex - ity, particularly in cross-border and strategic transac - tions. Transactions subject to regulatory review often face material delays, with long-stop dates increasingly extended beyond traditional six-month periods. Reg - ulatory approvals have therefore become key gating factors in transaction planning, requiring longer lead times at an early stage. 6.2 Mandatory Offer Threshold Under to the Act on Public Takeovers applicable to shares listed on a regulated market, a mandatory offer is triggered when a person who previously held no shares or held shares representing less than 30% of the voting rights acquires additional shares carrying voting rights, and thereby, alone or together with a group of persons acting in concert, directly or indi - rectly exceeds the 30% threshold. In such a case, the relevant person must make a mandatory offer for the remaining outstanding shares. Even though the Act on Public Takeovers solely applies to shares listed on a regulated market, corresponding
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