SWEDEN Law and Practice Contributed by: Marcus Glader, Sebastian Örndahl, Noelia Martinez and Dagne Sabockis, Vinge
business plan (in which the undertaking’s goals are established and the actions to be taken to achieve these goals are specified) and, in certain circumstances, decisions regarding the under - taking’s investments. Whether a business deci - sion is strategic is ultimately based on whether it concerns essential elements of the undertak - ing’s operations. Acquisitions of minority interests can be caught, if they result in de jure or de facto control. An example of a minority shareholding conferring de jure control is when there are specific rights attached to the minority shareholding enabling the minority shareholder to exercise decisive influence over an undertaking. An example of a minority shareholding with de facto control is when it is likely that the minority shareholder can attain a majority position at the general meeting because the remaining shares are spread among a large number of other shareholders that do not generally attend such meeting. Acquisitions of interests that do not entail the acquisition of control and hence a change of control are not caught. 2.5 Jurisdictional Thresholds Companies are required to notify the SCA of con - centrations that meet certain turnover thresholds before they are implemented. The two thresh - olds that must be satisfied for a notification obligation to be triggered are (i) the combined aggregate turnover in Sweden in the preceding financial year of the undertakings concerned exceeds SEK1 billion, and (ii) at least two of the undertakings concerned each had a turnover in Sweden in the preceding financial year that exceeds SEK200 million. If the threshold in (i) is met, but the turnover does not exceed the threshold in (ii), the SCA may
require the parties to notify the concentration, when there are “special reasons” for doing so. For further details, see 2.11 Power of Authori- ties to Investigate a Transaction . These thresholds are applicable to all sectors. In other words, there are no special jurisdictional thresholds applied to particular sectors. A notification to the SCA is not required if the EUMR thresholds are met, in which case a noti - fication should then be made to the European Commission. 2.6 Calculations of Jurisdictional Thresholds The turnover thresholds are calculated based on net sales of goods and services in Sweden within the undertaking’ ordinary business activi - ties during the most recently completed financial year. The turnover should exclude intra-group sales, deductions of sales discounts, value added tax and other taxes directly related to turnover and extraordinary income (eg, the sale of fixed assets). The exchange rate to be used when a company’s turnover is to be converted to SEK is the average rate of the Sveriges Riksbank (Sweden’s central bank) for the twelve months corresponding to the most recent financial year. 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds The undertakings that are considered to be “concerned”, and therefore relevant for the pur - pose of calculating the jurisdictional thresholds, depend on the type of concentration that is intended to be carried out. In a merger of companies, each of the compa - nies being merged constitutes an “undertaking concerned”. In the case of an acquisition of con -
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