NORWAY Law and Practice Contributed by: Karoline Ulleland Hoel, Sigurd Opedal, Ole Henrik Wille and Daniel Nygaard Nyberg, Wikborg Rein Advokatfirma AS
Anti-Bribery, Sanctions and ESG The regulatory landscape is still influenced by the sanctions against Russia and Russian nationals by Norway, the EU, the UK and the USA, as well as Rus - sian countermeasures to those sanctions. In the last year the authors have seen more focus from regu - lators on circumvention risks, and a surge of meas - ures and countermeasures continues to impact the attention bidders pay to sanctions and export control issues during due diligence. International operators must also pay increased attention to differences in Western sanction regimes, even in jurisdictions that have traditionally maintained aligned sanctions poli - cies. The Norwegian Act relating to enterprises’ transpar - ency and work on fundamental human rights and decent working conditions (Transparency Act) entered into force on 1 July 2022, and intends to promote companies’ respect for fundamental human rights and decent working conditions in their own opera - tions and in their supply chains and business part - ners relationships. The due diligence scope of the EU Corporate Sustainability Due Diligence Directive (CSDDD), which was adopted in July 2024, covers environmental impacts in addition to human rights and labour rights. This directive will likely be transposed into Norwegian law, possibly through a revision of the Transparency Act. Non-compliance with the Transparency Act and the CSDDD could, inter alia, lead to enforcement or infringement penalties. In February 2025, the European Commission pro - posed a set of amendments aimed at simplifying various EU sustainability requirements and reduce administrative burdens, the Omnibus package. The package includes revisions to the CSDDD and the Corporate Sustainability Reporting Directive (CSRD). The CSRD requires companies to report on their envi - ronment, social and governance performance (ESG), and is implemented in Norwegian legislation through amendments in the Accounting Act. Various proposals under the Omnibus package, such as revisions to the sustainability reporting standards (ESRS) and more limited due diligence requirements, are currently being negotiated, while the postponement of CSRD report -
ing requirements for some companies (both “large companies” and SMEs), as well as the first application phase and the transposition deadline of the CSDDD, is already in place.
4. Due Diligence 4.1 General Information
In the Norwegian market, buy-side due diligence is typically red flag-focused. In structured sales pro - cesses, where sell-side requests vendor due diligence (VDD), a more detailed VDD is often conducted, par - ticularly regarding financials. Due diligence is normally conducted by a legal, finan - cial and tax team. Sometimes, separate teams are engaged for other key areas depending on the trans - action, and the authors are seeing increasing use of ESG due diligence advisers. Other than business-spe - cific issues, key areas of focus for legal due diligence in private equity transactions include: • corporate; • GDPR; • anti-trust; • anti-corruption; • environmental, social and governance (ESG); and • regulatory matters. There has been an increase in focus on tax, ESG, anti-corruption, and trade sanctions for target groups operating in high-risk jurisdictions, in particular due to the Trump Administration’s introduction of US tariffs, and Russia–Ukraine war and related sanctions. As AI tools are advancing rapidly and testing and integration into due diligence processes accelerate, there are still several challenges that hinder full imple - mentation into Norwegian processes (eg, legal com - plexity, language and nuance), keeping them in a trial phase. While AI tools can process vast amounts of data, enhancing efficiency and accuracy to provide early crucial insights, the authors expect these tools to be complementary to legal advisers in due diligence processes rather than fully replace them.
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