SWEDEN Law and Practice Contributed by: Niclas Rockborn, Pär Johansson, Daniel Sveen, Arijan Kan and Erik Schwartz, Gernandt & Danielsson Advokatbyrå
Gernandt & Danielsson Advokatbyrå Hamngatan 2 111 47 Stockholm Sweden
Tel: +46 8 670 66 00 Email: info@gda.se Web: www.gda.se
1. Transaction Activity 1.1 Private Equity Transactions and M&A Deals in General M&A and private equity deal activity has continued to increase from the low levels seen during the last few years due to, among other things, increased market certainties and lower financing costs. In the current politically and economically complex environment, a continued trend during 2025 has been that deals tend to take longer than usual to conclude. Increased expenses related to financing and the dif - ficulty of pricing targets in abnormal market conditions have often led to increased gaps in valuation between sellers and buyers. As a result of this, there is a ten - dency for purchase price mechanics to become more diversified, and elements such as re-investments, deferred payments and earn-outs have started to become part of negotiations to bridge valuation gaps. Whilst the generally lower valuation of public compa - nies in 2022 resulted in increased public M&A activ - ity, 2023 and 2024 were characterised by few public offers, with activity increasing again during the first half of 2025. The IPO exit conditions remain less favourable, and as a consequence of this, IPO activity in Sweden remained significantly lower during the first half of 2025 compared to the years preceding 2022. Only a very limited number of SPACs have come to the markets, with no larger SPAC IPOs since the end of 2021.
1.2 Market Activity and Impact of Macro- Economic Factors Industries that have been specifically targeted in pri - vate equity deals during 2025 include SaaS, informa - tion technology, consumer goods and healthcare. 2. Private Equity Developments 2.1 Impact of Legal Developments on Funds and Transactions International Sanctions Sweden does not maintain autonomous nationally resolved sanctions. Instead, EU and UN sanctions are implemented and enforced. Breach of applicable sanctions is penalised and may result in corporate and individual liability. New national sanctions legislation will enter into force shortly, introducing higher penal - ties and expanding the scope of criminal liability to include, for example, aiding and abetting sanctions violations. In recent years, the tightening of sanctions – particu - larly in response to geopolitical events such as Rus - sia’s invasion of Ukraine – has indirectly increased the regulatory and compliance burden on private equity firms. This includes heightened expectations around screening with respect to counterparties and invest - ments to avoid links to sanctioned entities, individuals, goods and services. Although private equity firms are not legally required to maintain formal sanctions screening programmes, they must still comply with all applicable sanctions regulations. As a result, it is prudent for firms to estab -
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