NORWAY Law and Practice Contributed by: Hedvig Moe, Pål Lieungh, Espen Randen and Elin Ibsen Gustavsen, Advokatfirmaet Thommessen AS
6.2 Transactions Subject to FDI Screening Under the current FDI regime, any person acquiring a “qualified ownership stake” in an entity subject to the Act must file with the responsible sectoral ministry. A qualified ownership stake means directly or indirectly reaching at least one-third of share capital, ownership interests or voting rights, or obtaining significant influ - ence over management by other means. Amendments to the Security Act (adopted but not yet in force) will lower the threshold to 10% of share capital/voting interests, introduce further notification triggers, and extend the FDI filing regime to entities holding facility security clearance. 6.3 Mandatory vs Voluntary Notification For entities subject to the Security Act, an FDI filing is mandatory if the transaction meets the applicable notification threshold (see 6.2 Transactions Subject to FDI Screening ). Norway does not have a system for voluntary filings. 6.4 Review Process and Timetable The acquirer must notify the responsible sectoral min - istry before completing the acquisition. The Enterprise Security Regulation specifies required information: the acquirer’s ownership structure, foreign ownership interests, identity and nationality of board members and senior management, interests in other entities subject to the Security Act, and five years of financial statements. The ministry may consult relevant bodies on the acquisition’s risk potential and the acquirer’s security reliability. The review period is 60 working days from receipt; if additional information is requested within the first 50 working days, the deadline is suspended until the acquirer responds. There is no formal standstill obli - gation – the acquirer may complete the transaction before review concludes, though a prohibition may be imposed retroactively. If the acquisition could entail a non-negligible national security risk, the King in Coun - cil may prohibit the acquisition or impose conditions.
6.5 Assessment Criteria There is limited information on specific criteria applied in FDI assessments. Based on preparatory work and practical experience, a key consideration is whether the acquirer has links to countries with which Norway does not have established security co-operation. 6.6 Conditions, Remedies and Prohibition Authorities may impose conditions that involve strict security measurements on the entity that may limit the owners’ ability to be informed of and involved in the business as well as affect exit strategies. A transaction may potentially be prohibited or unwound if authorities assess that the buyer has links to high-risk countries and that the target is of critical importance to national security interests. The specific assessment, however, will be done on a case-by-case basis. 6.7 Golden Shares and Special Government Rights Norway does not make use of “golden shares” or equivalent special governmental rights in defence companies, nor are there any mechanism under Nor - wegian law whereby the Norwegian state holds spe - cial ownership or control rights in defence companies that are independent of the state’s equity ownership interest. Instead, the Norwegian state has, today and traditionally, maintained effective control over defence companies that are considered strategically important through direct and indirect majority state ownership, all of which are either Norwegian public or private lim - ited liability companies. 6.8 Joint Ventures in the Defence Sector There is no specific regulation restricting JV formation in the defence sector. There are no requirements for governmental pre-approval, mandatory state partici - pation, or foreign ownership caps – unlike certain other sectors (such as hydropower and financial services). However, FDI screening and export control regimes will in practice affect JV structuring, particularly where foreign partners are involved. Defence joint ventures have typically been structured through joint ownership in limited liability companies. The defence industry is characterised by a small,
151 D EFENCE CON TRACTS 2 026
CHAMBERS.COM
Powered by FlippingBook