NORWAY Law and Practice Contributed by: Karoline Ulleland Hoel, Sigurd Opedal, Ole Henrik Wille and Daniel Nygaard Nyberg, Wikborg Rein Advokatfirma AS
3. Regulatory Framework 3.1 Primary Regulators and Regulatory Issues General Most Norwegian private equity transactions involve limited companies. Thus, the main company-specific acts that regulate M&A transactions are the Private Limited Companies Act and the Public Limited Com - panies Act. Depending on the deal in question, other general legislation supplements the aforementioned, mainly the Contracts Act, the Sale of Goods Act, the Accounting Act, the Taxation Act, the Employment Act and the Competition Act. Listed Targets The regulatory framework differs significantly for listed and non-listed targets. In respect of non-listed tar - gets, the parties are largely free to agree on the terms of the sale and transaction agreements. For targets listed on the regulated markets (Euronext Oslo Børs and Euronext Expand), the Securities Trading Act and the Securities Trading Regulations (supplemented by rules and guidelines issued by Euronext Oslo Børs) provide a comprehensive and mandatory set of rules. These rules do not apply to targets listed on Euronext Growth (non-regulated market), yet market practice suggests that such acquisitions to a large extent are structured similarly to acquisitions of listed targets, despite no equivalent set of mandatory regulations. Norway has implemented (with some exceptions), inter alia, the EU Prospectus Regulation, the Market Abuse Regulation, the Markets in Financial Instru - ments Directive, the Markets in Financial Instruments Regulation, the Takeover Directive and the Transpar - ency Directive. These rules contain, inter alia, offer obligations and disclosure obligations that dictate the sales process for companies listed on regulated mar - kets; see 7. Takeovers . Simplified prospectus rules and amendments to the Market Abuse Regulation have been introduced in the EU through the EU Listing Act. Similar amendments is not currently implemented in Norway, but are expected to be implemented in 2026. Government Ownership and Control The Norwegian government is a major owner in the Norwegian economy through significant holdings
in many listed companies, and non-listed entities through investment companies such as Argentum, Investinor and Nysnø Klimainvesteringer. Through two government pension funds, the Government Pension Fund Norway (GPFN) and the Government Pension Fund Global (GPFG), the government invests heavily in foreign and domestic companies. In some areas, such as the retail sale of alcohol, the government retains a monopoly. AIF Norway has implemented the EU Alternative Invest - ment Fund Manager Directive (AIFMD) through the Norwegian Act on the Management of Alternative Investment Funds (the AIF Act). The AIF Act applies to managers (AIFMs) of alternative investment funds (AIF). Private equity funds generally fall under this defi - nition. Generally, AIFMs are required to be authorised. However, certain exemptions apply to so-called sub- threshold AIFMs, which may register with the FSAN and only be subject to the AML regime and certain disclosure obligations. To qualify as a sub-threshold AIFM, the AIFM cannot manage AIFs with aggregated assets under management equal to or exceeding an amount equivalent in NOK to: • EUR500 million, when the portfolios comprise unleveraged AIFs with no redemption rights exer - cisable during a five-year period following the initial investment; or • EUR100 million, for AIFs other than those men - tioned above. Sub-threshold AIFMs cannot market their AIFs to retail investors in Norway, nor passport their services into other EEA member states. The FSAN supervises licensed and registered AIFMs in Norway. Acquisition of Control Notification requirements apply to the acquisition of control of listed companies and non-listed companies of a certain size. In addition, if an AIF’s voting share of non-listed companies reaches, exceeds or falls below 10%, 20%, 30%, 50% or 75%, the AIFM must notify the FSAN as soon as possible (at the latest within ten business days).
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