NORWAY Trends and Developments Contributed by: Elin Moen, Arne Torsten Andersen, Helge Stemshaug and Beret Sundet, BAHR
NCA’s Use of Call-In Powers and Mandatory Disclosure Obligations NCA’s call-in powers Under the Norwegian Competition Act, the NCA has the power to call-in acquisitions falling below the turnover thresholds that trigger a mandatory notification (so-called below-threshold concen - trations). The same applies to minority acquisi - tions that do not confer the change of control in the target company. In both scenarios, the NCA must have reasonable grounds to assume that competition will be negatively impacted or otherwise have significant reasons to investi - gate the concentration further. As the “reason - able grounds” threshold is low, this provides the NCA with significant discretion when deciding which below-threshold concentrations and non- controlling shareholdings it wants to investigate. The NCA continues to actively use these pow - ers to order notification of transactions that do not trigger mandatory notification. Indeed, since 2014 when the NCA obtained these powers, the NCA has ordered notifications in 11 below- threshold cases. Most recently, in September 2024, the NCA called-in the merger between the media monitoring and communication insights companies Infomedia and Retriever, which had already taken place (ie, completed). The stand - still obligation that applies following a call-in does not require the companies to unwind the merger but prevents them from taking any further steps to implement the merger (eg, integration steps) before approval is obtained. In its call- in decision, the NCA referred to its prohibition of Retriever’s attempt to acquire another com - pany in the same market in 2013, noting that the landscape of active companies has not changed significantly since then. The NCA’s decision from 2013 likely emboldened it to investigate again, emphasising how past enforcement in a sector can guide current scrutiny and decision-making.
demonstrate that there remains a real possibil - ity of obtaining a clearance decision even if the NCA progresses to a Phase II review. In the Schlumberger/ChampionX case, the par - ties had to offer remedies to the NCA to obtain the clearance decision. This marks the first remedies decision made by the NCA in Phase II since 2022. The NCA rejected the parties’ initial remedies offer during Phase I in February 2025, and the final remedy proposal was only offered on 23 May 2025, just one working day before the NCA’s extended deadline to issue an SO. This case shows the importance of early engagement with the NCA on remedies in complicated cases, as multiple iterations may be required. CAT makes third merger control appeal decision Following the NCA’s decision to prohibit its acquisition of Vitek Miljø, Norva24 Vest appealed to the Competition Appeals Tribunal (CAT) in December 2024. In January 2025, the CAT upheld the NCA’s intervention in what was only its third merger control-related decision since it was established in 2017. It is worth noting the relative speed of the appeal process in Norway as compared to other juris - dictions. Parties must appeal NCA merger con - trol decisions within 15 working days of receiving them. Upon receipt of an appeal, the NCA has 15 working days to review and share this with the CAT. Once the CAT receives the appeal it has 60 working days within which to make its deci - sion. The speed at which NCA decisions can be appealed reflects an attempt to balance the aim of protecting competition while still facilitating transactions.
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