SWEDEN Law and Practice Contributed by: Louise Rodebjer, Ólafur Steindórsson, Per Dalemo and Johannes Wårdman, CMS Wistrand
11.2 Aims of Activists In Sweden, listed companies have historically main - tained, and continue to maintain, different classes of shares with different voting rights pertaining to the different classes (a 1:10 ratio being allowed). This, together with the fact that in Sweden it is historically common for listed companies to have one or a few shareholders holding a large percentage of the out - standing shares, makes it difficult for activist share - holders to force through any actions not approved by the majority shareholder. Thus, minority shareholders’ influence is often limited to blocking decisions and/ or transactions rather than promoting or encouraging any suggestions of their own. While there are minority protection rules in place, their scope is relatively limited. These rules are designed to safeguard the interests of minority shareholders, but they do not provide extensive protections in all situations.
11.3 Interference With Completion As mentioned previously, owning more than 10% of a company’s shares grants shareholders the ability to block transactions, and they may thus interfere with completion of announced transactions or force the offeror to complete the offer at an acceptance level not enabling a squeeze-out.
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