SWEDEN Law and Practice Contributed by: Niclas Rockborn, Pär Johansson, Daniel Sveen, Arijan Kan and Erik Schwartz, Gernandt & Danielsson Advokatbyrå
Regulation (EU) 2022/1288. The extent of disclosures depends on both the firm’s SFDR commitments and the type of financial product (eg, AIFs or managed portfolios). CSRD and Taxonomy Regulation The CSRD was implemented into Swedish law with effect from 1 July 2024. Its reporting obligations apply progressively from the 2024 financial year (reporting in 2025 onward), depending on the size and type of entity. Reports must follow the European Sustainabil - ity Reporting Standards (Delegated Regulation (EU) 2023/2772). Notably, Swedish-incorporated alterna - tive investment funds structured as companies (eg, limited liability companies) are excluded from the CSRD’s scope under the Swedish implementation. Government Initiative to Enhance the Competitiveness of the Swedish Fund Market The Swedish government recently appointed a com - mittee to analyse and propose measures to enhance the competitiveness of the Swedish fund market. Several key reforms are under consideration, includ - ing the introduction of fund structures with variable share capital, contractual AIFs, and loan-originating AIFs, subject to appropriate risk, leverage, and liquid - ity requirements. The committee is also proposing to permit certain UCITS funds to be limited to profes - sional investors and to introduce exchange-listed fund share classes to improve investor access and second - ary market liquidity. As of mid-2025, the committee’s work remains ongo - ing and has so far resulted in one interim report. The final report is expected during the second half of 2025, following public consultation and further governmen - tal review. 3. Regulatory Framework 3.1 Primary Regulators and Regulatory Issues On a general level, there is a high degree of contrac - tual freedom regarding acquisitions and sales of pri - vate limited liability companies in Sweden. Mandatory filings are, as a general rule, limited unless the busi - ness conducted by the target or either of the parties
is regulated. Regarding acquisitions of publicly traded companies, special regulations, including the Takeo - ver Rules for Nasdaq Stockholm and Nordic Growth Market, apply. Merger Control Filings The main regulatory gateway that currently arises in Sweden in private equity transactions is merger con - trol filings. The Swedish Competition Authority (SCA) is well experienced in private equity deals and is able to swiftly process and approve straightforward cases. There has not yet been any indication that the SCA intends to follow the more hawkish approach towards private equity deals to be taken by US antitrust regula - tors. On the contrary, while the SCA’s statutory review period is 25 business days (Phase I), recent expe - rience suggests that the SCA may issue clearances within 10–15 business days, without any requirement of pre-notification contacts. Moreover, in more com - plex deals, the SCA has been able to conduct its in- depth investigation without jeopardising the deal time - table (see, for example, Accent/Tempcon/Lincargo). A merger filing with the SCA must be submitted by the acquirer if (i) the combined turnover in Sweden of all the parties exceeds SEK1 billion, and (ii) each of at least two of the parties involved generates turnover in Sweden above SEK200 million. Similar to many other jurisdictions, the SCA has the power to investigate deals below the mandatory threshold of SEK200 mil - lion. While not unusual in industrial deals with high shares, this rarely happens in private equity-backed deals. The SCA’s updated guidelines outline factors that may prompt the authority to “call in” a transac - tion for review, including limited public knowledge of the market (such as in emerging sectors), inadequate or outdated market practices (often resulting from technological advancements) or the transaction val - ue being disproportionately high relative to the target company’s turnover. The substantive test applied by the SCA is identical to that of the European Commis - sion (the “Commission”), meaning that the SCA will oppose (or require remedies) if a transaction is liable to significantly impede effective competition. In 2025, the SCA’s new regulations on merger notifi - cations under the Swedish Competition Act entered into force. The new regulations will entail increased
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