SWEDEN Trends and Developments Contributed by: Louise Rodebjer, Ólafur Steindórsson, Per Dalemo and Johannes Wårdman, CMS Wistrand
The updated guidance The updated guidance addresses several areas that have generated uncertainty for M&A practitioners in recent years. The SCA has significantly expanded its guidance on the circumstances in which it may order a party to file a notification even where the mandatory thresholds are not met – a power that exists where the combined Swedish turnover exceeds SEK1 billion but one of the parties falls below the SEK200 mil - lion individual threshold. The guidance provides new examples of when such a call-in is likely, including vertical transactions where the target is an important distribution channel for end customers. Practitioners advise that, as a result, voluntary notification should be considered more actively in cases where concen - trations are likely to attract criticism from customers or competitors, or where the parties operate in adjacent levels of the supply chain. The updated guidance also formalises the SCA’s use of “stop the clock” mechanisms, whereby the Phase 1 review period can be suspended either at a party’s request or where a party fails to comply with an infor - mation obligation. This aligns Swedish practice more closely with the European Commission’s approach and reflects the SCA’s experience from a number of more complex investigations undertaken in 2024 and 2025. The guidance further addresses the handling of commercially sensitive information via on-site data rooms at the SCA’s premises, and encourages par - ties to submit efficiency arguments and evidence at an early stage – a reflection of the SCA’s willingness to take such arguments into account when assess - ing whether a concentration should be prohibited. Taken together, the new regulations and guidance are expected to result in an increase in the number of deals formally notified to the SCA, even in transac - tions falling below the mandatory threshold. Forthcoming competition legislation – new tools proposed for August 2026 In March 2025, a government-commissioned inquiry presented its report, Förbättrad konkurrens i offentlig och privat verksamhet (“Improved competition in pub - lic and private activities”, SOU 2025:22), and in Feb - ruary 2026 the government issued a Lagrådsremiss (draft government bill) proposing legislation to enter into force on 1 August 2026. The proposed legislation
addresses three distinct areas that, if enacted, would materially affect the landscape for M&A in Sweden. The first and most significant proposal is the introduc - tion of a new “competition tool” – in effect a market investigation mechanism – which would empower the SCA to investigate competitive problems at the level of an entire market or sector, rather than only against individual companies for specific infringements. Under current law, the SCA’s ability to impose behavioural or structural remedies is limited to addressing identified breaches; the authority lacks the power to direct for - ward-looking, preventative measures. The proposed tool would change this fundamentally, enabling the SCA to impose sector-wide obligations where it iden - tifies structural competition problems, even in the absence of a specific legal violation. For companies active in concentrated sectors – particularly technol - ogy, healthcare, food retail and financial services – this introduces a new and potentially significant regulatory dimension that buyers will need to factor into deal analysis and due diligence. The second proposal relates to merger control thresh - olds and introduces a targeted information obliga - tion for transactions in highly concentrated markets. Under the proposal, the SCA could require compa - nies operating in designated concentrated markets to notify planned concentrations even where the current turnover-based thresholds are not met. This is particu - larly relevant for deals involving companies with high market value but low turnover – a pattern observed frequently in the digital and technology sectors, where acquirers sometimes purchase nascent competitors or emerging technologies before they have gener - ated significant revenue. The proposal addresses a gap long identified in the Swedish framework, echoing reforms already made at EU level and in several other member states. If enacted, parties and their advis - ers will need to assess merger control exposure more carefully in transactions involving smaller or early- stage companies in concentrated sectors. The third element of the proposed legislation con - cerns the regulation of anti-competitive public sales activities. A new standalone law would replace the existing provisions in the Competition Act dealing with situations where public-sector entities compete on
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