SWEDEN Trends and Developments Contributed by: Louise Rodebjer, Ólafur Steindórsson, Per Dalemo and Johannes Wårdman, CMS Wistrand
Under the PSA Act, there is an obligation to consult with the relevant supervisory authority before a trans - fer of ownership of the whole or a part of a security- sensitive activity can be carried out. The obligation to initiate the consultation procedure with the relevant supervisory authority lies with the operator of the security-sensitive activities or, in the case of a trans - fer of shares or a stake in security-sensitive activities, with the seller. As for the FDI Act, there are no thresholds or other qualifying conditions that determine when the screen - ing system becomes applicable; intra-group transfers also fall under the PSA Act. Examples of activities that may fall under the PSA Act are: • key civil infrastructure; • food and water supply; • sewerage and waste water treatment; • finance; • healthcare and emergency services; • transportation (including land, sea and air trans - port); • damage-generating activities (eg, nuclear activities, microbiological laboratories, dams, and industrial activities handling explosives and toxic materials in large quantities); and • the handling of security-classified information ( säkerhetsskyddsklassificerade uppgifter ), and any other innovation or product that is of key impor - tance to a security-sensitive activity. • military activities; • electricity supply; • electronic communications; The relevant supervisory authority may prohibit a transfer involving security-sensitive activities if it con - siders that it creates risks that cannot be sufficiently mitigated by the operator (or seller), irrespective of whether the mandatory consultation has taken place or not. Such a decision may be taken even after the closing of the transaction, and the transaction agree - ment will then be null and void. The length of the con - sultation period under the PSA Act is not regulated by law. The consultations may take some time (two
to three months, or even more, according to some of the relevant authorities). The FDI Act and the PSA Act have added costs and complexity to investing in Sweden. It is also obvious that many investment notifications submitted under the FDI Act are irrelevant for screening purposes and could be exempted from the notification obligation altogether. Delays and increased costs for invest - ments affect smaller investors in particular. Competition Filings – New Guidelines and Forthcoming Legislation The Swedish Competition Authority ( Konkurrensver - ket , SCA) undertook a comprehensive overhaul of the merger control framework in 2025. New regulations on merger notifications (KKVFS 2025:1) entered into force on 26 May 2025, replacing the previous regula - tions (KKVFS 2010:3) that had been in place since 2010. Alongside the new regulations, the SCA pub - lished an updated guidance document – the Vägled - ning för anmälan och prövning av företagskoncentra - tioner – setting out the SCA’s approach to assessing and processing merger notifications. Together, the new regulations and the updated guidance represent the most significant reform of Swedish merger control procedure in over a decade. The new regulations (KKVFS 2025:1) The new regulations introduce several expanded information requirements for notifying parties. Among the most significant changes is that parties must now discuss all reasonably arguable alternative market definitions – not only the market definition they them - selves consider correct. Additionally, parties must submit a greater volume of internal documents at the notification stage and provide more comprehensive information about “other markets where the concen - tration may have a significant impact”. In practice, this is likely to increase the preparation burden and cost for notifying parties, particularly in cases with com - plex market definitions or vertical relationships across multiple sectors. On the other hand, one procedural simplification has been introduced: parties may now submit an electronically signed statutory declaration, removing the previous requirement for an original wet- ink signature.
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