SWEDEN Law and Practice Contributed by: Marcus Glader, Sebastian Örndahl, Noelia Martinez and Dagne Sabockis, Vinge
2.15 Circumstances Where Implementation Before Clearance Is Permitted If there are special reasons, which there rarely are, the SCA may permit closing before clear - ance. The reason for this may be to prevent or reduce risk of unnecessary economic damage or other negative consequences during the investi - gation. The outcome of such an assessment will turn on potential negative effects on competi - tion and the legitimate interests of third parties. The permission may apply to the entire concen - tration or may be limited to certain specifically described procedures that are made permissible for the company through the decision. A permis - sion can also have its scope specified through conditions set by the SCA. The parties are required to notify the SCA before completing the transaction that meets the rel - evant thresholds. There is no statutory deadline for submitting a notification, but the transac - tion cannot be implemented before clearance is obtained. This means that the notification should be made as early as possible to avoid delays in the transaction timeline. However, there are no penalties for “failure to file”. 3.2 Type of Agreement Required Prior to Notification 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification The notification of a merger to the SCA does not necessarily require a binding agreement to be in place. Parties can file a notification based on less formal agreements such as a letter of intent or a memorandum of understanding. The key requirement is that there is a sufficient degree of certainty that the transaction will proceed.
tomer or sales channel downstream. It may also be the case in successive acquisitions, where a strong company gradually acquires smaller companies, or in cases where a strong com - pany in a concentrated market acquires a newly established company with the aim of preventing future competition. The SCA deadline to prohibit a transaction is two years from closing, which means that in princi - ple the SCA may call in a transaction within this deadline. To the best of the authors’ knowledge, there have been seven cases of the SCA calling in a transaction in the past. 2.12 Requirement for Clearance Before Implementation Implementation of a transaction must be sus - pended until clearance. There is a standstill obli - gation prohibiting parties to a notified transac - tion from taking any measures to complete the transaction. The SCA can grant an exemption from the standstill obligation if there are particu - lar reasons for doing so. 2.13 Penalties for the Implementation of a Transaction Before Clearance There are no sanctions for violating the standstill obligation. However, if the SCA becomes aware of a transaction that should have been notified, the SCA may order the acquiring parties to sub - mit a notification. Such an order can be made subject to a conditional fine. 2.14 Exceptions to Suspensive Effect Even though this is not stipulated in the Com - petition Act, the SCA explains in its guidelines that it will not enforce the standstill obligation in relation to public bids and the acquisition of con - trol through a series of transactions in securities.
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