NORWAY Law and Practice Contributed by: Fredrik Lykke, Christian P. N. Fenner and Magnus Brox, Advokatfirma DLA Piper AS Norway
The number of IPOs and/or listings remained low, con - sistent with 2024. Eleven public-to-private transactions were announced in 2025, including on the MTF Euronext Growth – ie, the same number recorded in 2024 and a similar vol - ume to 2023. As always in the Norwegian market, there is active interest in Norwegian targets from abroad across most sectors. 2025 saw a trend towards professional-ser - vices M&A, with a focus on accounting and auditor firms, and this focus appears to be continuing. As for capital raises, there were a handful on the Oslo Stock Exchange in 2025, as was the case in 2024. The majority of these were conducted as private place - ments towards selected major shareholders and insti - tutional investors, typically followed by a so-called repair issue allowing retail investors to participate. The main formal rule under Norwegian law is that capital raises should be conducted as rights issues with listed subscription rights. The rationale for deviating from the main formal rule is that the issuer can secure its capital raise in a short time. The practice of private placements has received some criticism from various investors and shareholders who argue that they are “missing out” on opportunities because it violates the obligation for issuers to treat shareholders equally. Typically, this becomes an issue if the repair issue is too small. The Norwegian Financial Supervisory Authority (NFSA) looked into the practice a couple of years ago. The concern appears to have lost attention during 2024 and 2025. It is noteworthy that, from 2023, there were several public legal disputes in the Norwegian public takeo - ver market. These have partly come to an end, and it will be interesting to see whether this becomes a trend or whether the market goes back to “normal” in this regard. The most significant dispute concerned the failed takeover offer for Instabank described in 3.1 Significant Court Decisions or Legal Develop - ments . The matter was settled prior to year-end 2024 and before the Court of Appeal hearing scheduled for spring 2025. Further, the significant City Court hearing partly concerning private placements versus rights issues regarding Solstad Offshore ASA (a lead -
ing provider of specialised offshore tonnage to the global energy markets) was heard in the last quarter of 2025 and continued into January 2026. It concerned a complex restructuring in 2023 resulting in Aker becoming majority owner of the material assets of the issuer. Certain significant minority shareholders in Solstad Offshore (46 altogether) are now claiming that the restructuring should have taken place by means of a rights issue or by otherwise providing minority shareholders with a higher stake in the restructured group, and that the Board of Solstad thus favoured one shareholder. The minority shareholders sued the board of Solstad Offshore, Aker (which became the majority shareholder after the transaction) and Pare - to, the financial advisor of Solstad Offshore. The City Court decision is expected before summer 2026. Law - suits such as these have been extremely uncommon in the Norwegian market. 1.3 Key Industries In 2025, the most active sectors were technology, software, professional services (accounting, auditing), construction, oil and gas and related services, fish farming and renewable energy (hydro). Almost all transactions are structured as acquisitions of public or private limited liability companies – ie, sales of shares. There are occasional asset transac - tions, but such transactions are typically motivated by there being material risks in taking over the legacy in a target company or in distressed situations. On the buy side, the buyer typically sets up a Norwe - gian BidCo structure, although there is a tendency for international funds to invest directly from abroad. This may be partly due to the Norwegian rules on interest deduction for tax purposes that were introduced some years ago. 2. Overview of Regulatory Field 2.1 Acquiring a Company Only a few transactions are completed by way of statutory mergers and the like. Such structures are, however, sometimes used in industrial public com - pany settings between domestic entities.
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