NORWAY Law and Practice Contributed by: Elin Moen, Arne Torsten Andersen, Helge Stemshaug and Beret Sundet, BAHR
• the creation of a joint venture where both the value of assets transferred to the joint ven - ture, and the value of any turnover related to those assets, is below NOK100 million; and • a change of control over an existing joint ven - ture, where a party holding joint control over the joint venture obtains sole control over the joint venture. 2.11 Power of Authorities to Investigate a Transaction Full Jurisdiction Over All Transactions The NCA has full power to investigate any trans - action with a potential effect in Norway, regard - less of turnover and control. As mentioned in 2.5 Jurisdictional Thresholds , the NCA has the power to order parties to an acquisition of control to submit a notification even if the turnover thresholds are not met and also in respect of transactions not leading to a change in control (minority acquisitions). In such cases, the NCA has three months to order the parties to submit a notification, from the point at which a binding transaction agreement has been concluded or the transaction has been completed (whichever occurs first). This dead - line runs independently of whether the NCA has been informed about the transaction or not. Investigations in concentrations not meeting the thresholds are not unusual (the NCA has inter - vened in various such cases). In contrast, inves - tigations of minority acquisitions are rare. Transactions Below the Notification Thresholds and Minority Acquisitions The NCA has also imposed a specific duty on several companies in selected sectors to dis - close below-threshold transactions to the NCA, and for some of these companies to also dis - close minority acquisitions. Companies subject
to this duty must provide a short notice to the NCA about the transaction within three working days of final agreement. The NCA has stated that it will review these notices within 15 working days to determine whether an order for notifica - tion may be warranted. A full list of companies subject to this disclosure requirement is published on the NCA’s website. It includes companies operating in a range of industries, including, fuel/filling stations, power production, waste, groceries, online classifieds, newspapers and EV charging among others. Parties that are not already subject to the dis - closure requirement described above, but nev - ertheless consider they are at risk of the NCA ordering a notification, can notify a transaction voluntarily. This triggers the NCA’s deadlines. 2.12 Requirement for Clearance Before Implementation All concentrations subject to mandatory notifica - tion are subject to the “standstill obligation” in Section 19 of the Competition Act. This states that a concentration meeting the notification thresholds cannot be implemented until the NCA has completed its handling of the case – ie, by clearing the transaction or by making a com - mitment decision allowing the transaction to be completed. When the NCA initiates an investigation of an acquisition of control below the notification thresholds or an acquisition of a minority interest, the standstill obligation will only apply from the moment the parties receive the order for notifica - tion from the NCA. The standstill obligation also applies from the time when a notification is sub - mitted voluntarily. If the transaction has already been completed at the stage when the standstill obligation comes into force, the NCA does not
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