SWEDEN Law and Practice Contributed by: Marcus Glader, Sebastian Örndahl, Noelia Martinez and Dagne Sabockis, Vinge
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation
1.3 Enforcement Authorities The SCA is the authority responsible for the enforcement of the Swedish merger control regime. A decision by the SCA may be appealed to the Swedish Market and Patent Court. For further details, please see 8. Appeals and Judi- cial Review . If a concentration exceeds the thresholds set out in Regulation (EC) No 139/2004 (the “EU Merger Regulation”, or EUMR), the review of such a con - centration will instead fall under the exclusive competence of the EC. There are legislative proposals to expand the SCA’s enforcement powers, including within merger control. For an overview, please see the Chambers Introduction to Competition/Euro - pean Law. The notification of a transaction that meets the jurisdictional thresholds is compulsory before implementation. There is no specific timeframe for notification but approval by the SCA must be obtained before implementation. There are no exceptions to this obligation. Voluntary notification by the parties is possible if only the SEK1 billion threshold is met (see 2.5 Jurisdictional Thresholds ). The parties may consider such voluntary notification if there are “special reasons” for which the SCA may call in a transaction (see 2.11 Power of Authorities to Investigate a Transaction for further details). 2.2 Failure to Notify Under Swedish merger control rules, there are no penalties for failing to notify a transaction that 2. Jurisdiction 2.1 Notification
The Swedish Competition Act (2008:579) is the legal basis for the Swedish merger control regime. The act is supplemented by the Swed - ish Competition Ordinance (2021:87) as well as Regulation KKVFS 2025:1 of the Swedish Com - petition Authority (SCA). The latter contains information on the details that must be included when a notification of a concentration is made to the SCA. Guidance may also be found in the SCA’s Guidance on the notification and exami - nation of concentrations. The Swedish rules on merger control generally mirror those of the EU merger control regime. The SCA therefore often refers to the EC’s notices and guidelines for further interpretational guidance. 1.2 Legislation Relating to Particular Sectors The Swedish merger control regime applies to all economic sectors. In addition to the merger control legislation, investments may also require approval under the Swedish Foreign Direct Investment Act (2023:560) (the “FDI Act”) or the Swedish Protective Security Act (2018:585) (PSA). For further details, please see 9. Foreign Direct Investment/Subsidies Review . For certain types of businesses, for example financial institutions, additional rules relating to their ownership may apply. A change in the ownership of certain businesses may thus also require approval from – or notification to – the relevant sectoral regulator.
543 CHAMBERS.COM
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