SWEDEN Law and Practice Contributed by: Marcus Glader, Sebastian Örndahl, Noelia Martinez and Dagne Sabockis, Vinge
4.7 Special Consideration for Joint Ventures The same substantive test applies for joint ven - tures, see 4.1 Substantive Test . The SCA will place a particular focus on whether the joint venture may facilitate co-ordination between undertakings active in the same or neighbour - ing markets (eg, the joint venture parents). For further guidance, the SCA refers to the EC’s Consolidated Jurisdictional Notice. 5. Decision: Prohibitions and Remedies 5.1 Authorities’ Ability to Prohibit or Interfere With Transactions The SCA must prohibit a concentration if it finds that the concentration would significantly impede effective competition, see 4.1 Substan- tive Test . If the harmful effects of a concentration can be sufficiently eliminated by means other than a prohibition, the SCA may instead clear the concentration subject to remedies. The Swedish Competition Act expressly states that a party to the concentration may be required to divest an undertaking or a part of an under - taking, or “to take any other measure having a favourable effect on competition”. Both struc - tural and behavioural remedies may be consid - ered by the SCA. The SCA’s prohibition decisions and decisions subject to remedies/commitments may be issued under penalty of a fine for non-compli - ance. 5.2 Parties’ Ability to Negotiate Remedies If the SCA has concerns about a transaction, the parties may propose voluntary commit -
market after the concentration are able to better co-ordinate their behaviour), vertical concerns (eg, input or customer foreclosure), conglomer - ate or portfolio effects (eg, where the merged entity may leverage its market power in one mar - ket to negatively affect competition in another market), and elimination of potential competi - tion. 4.5 Economic Efficiencies The SCA will consider whether the concentration results in any economic efficiencies. Any such efficiency claims should therefore be included in the notification. In particular, the SCA will con - sider whether the efficiencies outweigh any neg - ative effects that the concentration may have. In line with the EC’s guidelines, the SCA will assess whether the efficiencies benefit consumers, and if they are merger-specific and verifiable. The EC’s guidelines on horizontal and non-horizontal mergers will normally serve as guidance in the SCA’s assessment. 4.6 Non-Competition Issues Under the Swedish Competition Act, the only “non-competition matter” which the SCA may consider in its review of concentrations is nation - al security or supply interests. A concentration which is found to cause a sig - nificant impediment to effective competition may be cleared if a prohibition of that concentration would lead to significant national security or supply interests being compromised. There are no known cases where this exception has been applied. Sweden’s security is also considered under the Swedish foreign direct investment (FDI) regime, see also 9.1 Legislation and Filing Require- ments .
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