SWEDEN Law and Practice Contributed by: Marcus Glader, Sebastian Örndahl, Noelia Martinez and Dagne Sabockis, Vinge
trol over an existing company or part thereof, the undertakings concerned are the acquirer and the acquired company or the acquired part, respec - tively. The seller’s turnover does not need to be added to the turnover of the acquired company. In the case of an acquisition of joint control over a newly established company, each of the com - panies jointly acquiring control is an undertaking concerned. In the case of an acquisition of joint control over an existing company, the undertak - ings concerned are, on the one hand, each of the companies jointly acquiring control and, on the other hand, the acquired company. If an existing company is solely controlled by a parent company and one or more new share - holders acquire joint control together with the original parent company, the undertakings con - cerned are each of the companies exercising joint control, including the original shareholder. The target company is not considered an under - taking concerned, and its turnover is included as part of the original parent company’s turnover. The calculation of the turnover for an “undertak - ing concerned” follows EUMR principles and is the sum of the turnover of: • the concerned company; • the companies in which the concerned company, directly or indirectly, (i) owns more than half of the capital or operating assets, (ii) can exercise more than half of the voting rights, (iii) can appoint more than half of the members of the board of directors, manage - ment, or bodies that legally represent the companies, or (iv) has the right to direct the company’s operations; • the companies that, in the concerned compa - ny, have the rights or powers specified in (ii),
• the companies in which a company referred to in (iii) has the rights or powers specified in (ii), and • the companies in which two or more compa - nies referred to in (i)–(iv) jointly have the rights or powers specified in (ii). 2.8 Foreign-to-Foreign Transactions Foreign-to-foreign transactions are subject to merger control in Sweden as long as the juris - dictional thresholds calculated following the principles in 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds are satisfied. The acquisition of an undertaking without (i) turnover in, (ii) any nexus to, or (iii) presence in Sweden is caught if at least two undertakings concerned meet the jurisdictional thresholds. 2.9 Market Share Jurisdictional Threshold There is no market share jurisdictional threshold. 2.10 Joint Ventures Please see 2.3 Types of Transactions and 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds for details of the rules for determining wheth - er a joint venture would meet the jurisdictional thresholds. 2.11 Power of Authorities to Investigate a Transaction Please see 2.5 Jurisdictional Thresholds . Spe - cial reasons for calling in a transaction could be socioeconomic and consumer policy interests, which might need to be protected if the under - takings concerned were to collectively obtain a high market share in a relevant market, or if the company being acquired were an important sup - plier of an upstream input or a significant cus -
546 CHAMBERS.COM
Powered by FlippingBook