SWEDEN Law and Practice Contributed by: Marcus Glader, Sebastian Örndahl, Noelia Martinez and Dagne Sabockis, Vinge
ments to remedy its harmful effects. The pro - posed commitments, the time frames, as well as any amendments to the proposal are discussed between the SCA and the parties in each indi - vidual case. The SCA may accept both structural and behavioural remedies – eg, divestments of brands or parts of businesses, license commit - ments, or commitments to provide access to essential infrastructure. The commitments may be limited in time or have no time limits. See also 5.4 Negotiating Remedies With Authorities and 5.5 Conditions and Timing for Divestitures . 5.3 Legal Standard To be accepted, the remedies must be sufficient to fully eliminate the negative effects caused by the concentration. The parties must also be able to fully implement the remedies. The SCA may not impose any remedies which are more extensive than what is necessary to eliminate the harmful effects of competition – ie, remedies must be proportional to the competi - tion concerns that have been identified. For fur - ther guidance the SCA refers to the EC’s Notice on remedies acceptable under the EUMR. 5.4 Negotiating Remedies With Authorities The SCA may on its own motion require that a party to a concentration undertakes measures to remedy the competition concerns that have been identified. Any commitments proposed by the parties will also be subject to the SCA’s approval, which is more common in practice. The SCA may issue a decision to clear the con - centration with commitments in both Phase I and Phase II. However, the SCA will only con - sider commitments during Phase I if the compe - tition concerns are clear and easy to remedy. If the parties propose commitments in Phase I, the
SCA’s review period is automatically extended to 35 business days. The proposed commitments are often market tested by the SCA, see 7.2 Contacting Third Parties . There is no deadline for the parties to propose commitments. However, given that the SCA may proceed to Phase II before the entire 25 business days period in Phase I has lapsed, the SCA encourages the parties to make any commitment proposals in Phase I ahead of the 25 business days deadline. In Phase II, the par - ties should propose commitments at least three weeks before the end of the SCA’s review period. If this deadline cannot be met, the commitments proposal should also include a written consent to extend the review period (see 3.8 Review Pro- cess ). 5.5 Conditions and Timing for Divestitures The SCA may accept commitments concerning measures which must be taken both before and/ or after the implementation of the concentration. The precise conditions and timing aspects will normally be discussed between the SCA and the parties in each case. The SCA may make its decision to clear a con - centration subject to commitments under a conditional fine. The size of the conditional fine is decided in each individual case, but the fine may not be higher than necessary to ensure that the parties comply with the SCA’s decision. The SCA may also appoint an independent trustee to supervise that the commitments are complied with. For instance, in the recent Strålfors/21 Grams case, where the SCA accepted the par - ties’ commitments to put in place functional separation measures, the conditional fines were set at SEK300 million and SEK450 million.
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