SWEDEN Law and Practice Contributed by: Annika Blomqvist, Sanna Frånlund, Henrik Lindstrand and Viktor Eriksson, Advokatfirman Cederquist
• the conduct of the protected activities; • the management and control of the target; or • circumstances relating to the investor. The statutory framework permits transaction-specific behavioural, governance and control-related commit - ments, but does not prescribe an exhaustive catalogue of remedies or a standard form of security agreement. ISP may prohibit an investment where prohibiting is necessary to prevent the relevant adverse effects. An investment previously approved subject to condi - tions may also be prohibited if the relevant conditions are breached. Legal acts implementing a prohibited investment are deemed null and void. Compliance may also be enforced through injunctions, conditional penalties and administrative sanctions. If ISP initiates a review of a transaction not subject to the notification requirement and finds the transaction to have an adverse effect on security, public order or public security in Sweden, ISP may require the trans - action to be unwound. 6.7 Golden Shares and Special Government Rights Sweden does not have a general “golden share” regime or equivalent statutory special shareholder rights. 6.8 Joint Ventures in the Defence Sector There are no separate regulatory FDI requirements or restrictions applicable to the formation of joint ven - tures in Sweden. Joint ventures are subject to the standard FDI screening process, provided that the relevant business activities are within the scope of the FDI Act. However, separate sector-specific requirements may apply. A joint venture in the defence sector may, for example, require certain authorisation to manufac - ture or supply military equipment. If the joint venture will conduct security-sensitive activities, appropriate protective-security measures may be required before a foreign partner is granted access to the joint venture. The FDI regime does not generally regulate the alloca - tion of intellectual property (IP), although such assets
may be within scope of the FDI regime depending on the circumstances. Technology transfer and IP owner - ship are generally addressed contractually, including ownership of background and newly developed IP, licensing and sublicensing rights, permitted fields of use, confidentiality, access restrictions and rights fol - lowing termination. Any contractual access or trans - fer remains subject to applicable protective-security restrictions. However, conditions may be imposed relating to IP rights. 6.9 Interaction with Competition/Antitrust Review The merger control regime and the FDI regime are based on different interests to be assessed. The merg - er control regime has inspired the procedural aspects of the FDI Act, but there is generally no co-operation or co-ordination mechanism between the relevant authorities. Each relevant authority will therefore base its decision on either competition law considerations or national security considerations. If one of the relevant required clearances is not granted or fulfilled, the transaction may not be closed although the practical manage - ment of such a situation may be different. 7. Investigations and Litigation in the Defence Sector 7.1 Principal Investigative Authorities There are a number of Swedish authorities with super - visory powers in the defence and security field, for sanctions, protective security, etc. Only a few exam - ples are mentioned below. The Swedish Competition Authority supervises con - tracting authorities’ and entities’ compliance with the Act on Public Procurement in the Defence and Secu - rity Area. It has the power to decide that a procure - ment sanction fee shall be imposed on the contracting authority or entity. ISP grants licences for and monitors the exportation of military equipment and dual-use products, and reviews foreign direct investments. It may request information and documents, conduct inspections,
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