NORWAY Law and Practice Contributed by: Elin Moen, Arne Torsten Andersen, Helge Stemshaug and Beret Sundet, BAHR
A “qualified ownership interest” includes the acquisition of (i) at least a third of the share capital or voting shares in a company, (ii) the right to become owner of at least one third of the share capital or voting shares in a company, or (iii) ”significant influence” over the management of the company. In June 2023, the Security Act underwent sub - stantial amendments, some of which entered into force on 1 July 2023, with the rest expected to enter into force in 2025. The revisions that have entered into force as of 1 July 2023 broad - en the scope of businesses that will fall under the Security Act, as the threshold for a company to be made subject to the Security Act has been lowered. The amendments that are still to enter into force include: • all companies that hold a supplier clear - ance (cf Section 9-3 of the Security Act) and participate in security-graded acquisitions are automatically subject to the notification regime of the Security Act. A supplier clear - ance is required for suppliers that may gain access to information graded “confidential” or above under the Security Act, or when neces - sary for other reasons; and • expansion of the threshold for what consti - tutes a “qualified ownership interest”. The acquisition of any of the following in a target company designated under the Security Act will trigger a mandatory, pre-closing and sus - pensory obligation:
(a) a direct or indirect acquisition at least 10% of the share capital or voting shares of the target company; (b) an investor’s increase to or above 20%, 1/3, 50%, 2/3, or 90% of the share capital or voting rights of the target company; or (c) an acquisition of a shareholding which confers “significant influence” over the target company. The contemplated amendments also introduce a stand-still obligation and a prohibition on the sharing of information that may be used for security-threatening activities before approval has been obtained. Breach of the stand-still obligation will be subject to administrative fines. In February 2025, the government published a proposed regulation intended to clarify and sup - plement the amendments to the Security Act that have not yet entered into force, as described above. More specifically, the proposed regulation sets out, inter alia, the information requirements for notification, a far-reaching ban on information exchange before clearance and guidance on the aspects to be taken into account by the author - ity in its substantive assessment. It is expected that both the amendments adopted in June 2023 and the newly proposed regulation will enter into force during 2025. The government has also confirmed that it is working on a proposal for a more general For - eign Direct Investment regime in Norway, which eventually will result in two parallel regulations on investment control being applicable in Norway.
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