NORWAY Law and Practice Contributed by: Fredrik Lykke, Christian P. N. Fenner and Magnus Brox, Advokatfirma DLA Piper AS Norway
4.2 Material Shareholding Disclosure Threshold
Lunar Bank appealed the decision of the Oslo City Court to the Court of Appeal. The parties settled the dispute at the end of 2024 and the appeal was with - drawn. The settlement agreement is confidential. As to general legal development, there have been several disputes concerning how to calculate a loss due to breach of sellers’ warranties in share purchase agreements. 3.2 Significant Changes to Takeover Law Norway’s takeover rules implement the Takeover Directive (2004/25/EF) through the Norwegian Secu - rities Trading Act as of June 2007. There have not been any significant changes to takeo - ver laws or practices in the last 12 months. However, the full implementation of the Market Abuse Regula - tion (MAR) came into Norwegian law as of 1 March 2021, and resulted in some practical adjustments con - cerning “wall-crossing” procedures, the drawing up of insider lists, etc. One thing to note is that companies listed on the Euronext Growth platform (which is a multilateral trad - ing facility and not a regulated market) are not legally subject to the takeover rules. However, the “common practice” in the market seems to be to follow the main rules and procedures laid down in the takeover rules (except for the regulatory requirements such as notifi - cation of trades/flagging, mandatory bids, etc). 4. Stakebuilding 4.1 Principal Stakebuilding Strategies In the Norwegian market, stakebuilding is not com - mon, but it is sometimes used as a strategy. A more customary move is to approach large shareholders prior to a bid launch and seek irrevocable undertak - ings. In general, it is difficult to persuade shareholders to agree to enter into “hard” irrevocable undertakings, as “soft” irrevocable undertakings are the norm (see 6.11 Irrevocable Commitments ).
The material shareholding disclosure thresholds (up or down) are regulated in Chapter 4 of the Norwegian Securities Trading Act and implement the Transparen - cy Directive (2004/109/EC). The rules apply to shares which are tradable on a regulated market with Norway as home state. The reporting thresholds are 5%, 10%, 15%, 20%, 25%, one-third, 50%, two-thirds and 90% of the share capital or a corresponding part of the votes due to acquisition, disposal, share lending, redelivery of bor - rowed shares or another event (for instance, a share issue diluting a shareholder, resulting in the crossing of a threshold). The rules also apply to rights to shares, including borrowed shares, convertible instruments, options, derivatives and subscription rights. 4.3 Hurdles to Stakebuilding The reporting thresholds are regulated in the law and there is no practice of deviating from reporting thresh - olds in articles of association or by-laws. Although a “private” lower reporting threshold in theory could be regulated in the articles of association, it would be a different kind of reporting obligation, and any non- compliance by investors would not have the same kind of consequence. Regarding hurdles to stakebuilding, there are no par - ticular rules apart from possible restrictions due to access to “inside information” and the mandatory tender offer rules and as laid out in the MAR (see 6.2 Mandatory Offer Threshold ). 4.4 Dealings in Derivatives Dealings in derivatives are allowed and are common in the Norwegian market. 4.5 Filing/Reporting Obligations Derivatives and other financial instruments (most commonly convertible bonds) giving rights to under - lying shares listed on a regulated market are subject to the same disclosure obligations as shares (see 4.2 Material Shareholding Disclosure Threshold ). Additionally, the European Market Infrastructure Reg - ulation (EMIR) requires that all dealings in OTC and
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