NORWAY Law and Practice Contributed by: Elin Moen, Arne Torsten Andersen, Helge Stemshaug and Beret Sundet, BAHR
2.6 Calculations of Jurisdictional Thresholds
audited accounts, then the audited turnover should be adjusted to take the change into account before assessing the turnover thresh - olds. 2.8 Foreign-to-Foreign Transactions There are no special rules for foreign-to-foreign transactions in Norway. Foreign-to-foreign trans - actions are treated in the same way as those involving Norwegian companies as long as the transaction may have potential effects in Norway. As such, the same notification thresholds apply, and foreign-to-foreign transactions below the thresholds may be called in for review. However, the NCA has indicated in a guidance paper that, even if the turnover thresholds are met, genuine foreign-to-foreign transactions that could not have any possible effect in Norway may fall out - side the territorial scope of the Competition Act. 2.9 Market Share Jurisdictional Threshold The thresholds for mandatory notification are purely turnover based and do not include a market share element (see 2.5 Jurisdictional Thresholds ). 2.10 Joint Ventures Joint ventures are subject to the merger control rules, and no separate thresholds apply. The assessment of joint ventures follows the same approach established under the EUMR, for exam - ple with respect to the assessment of full func - tionality and the determination of “undertakings concerned” for establishing which parent compa - nies’ turnover should be taken into account when assessing the jurisdictional thresholds. It is possible to benefit from the simplified pro - cedure (ie, short-form filing) when a transaction concerning a joint venture meets one of the two following criteria:
According to the Notification Regulation, turno - ver must be calculated according to the prin - ciples of the Norwegian Accounting Act. In practice, the principles described in the Euro - pean Commission’s Consolidated Jurisdictional Notice (the “EC Jurisdictional Notice”) may be applied. The parties should therefore normally use the turnover in Norway from their most recent audited accounts to assess whether the turnover thresholds are met. Turnover should be allocated geographically according to the princi - ples in the EC Jurisdictional Notice. Foreign currencies must be converted to Nor - wegian krone (NOK) according to the average exchange rates prevailing during the period cov - ered by the financial accounts. There is no man - datory source of exchange rates. Either Norges Bank’s (Norway’s central bank) published rates or those of the European Central Bank may be used. 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds Section 5 of the Notification Regulation outlines which entities’ turnover should be taken into account for the purpose of assessing the turno - ver thresholds. This section essentially replicates Article 5 (4) and 5 (5) EUMR. As a result, it is necessary to take into account the entire group turnover of the acquiring group (where group companies form a “single economic entity”). The target’s turnover should also include the turnover of any controlled subsidiaries. There is, however, no need to take an exiting seller’s turnover into account. If a relevant entity’s turnover has increased or decreased due to recent acquisitions or divest - ments, and this is not reflected in their latest
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