SWEDEN Law and Practice Contributed by: Richard Engblom, Per Josephson, Anna Cumzelius and Amin Bell, Harvest Advokatbyrå
3. Changes in Control 3.1 Requirements for Acquiring or Increasing Control Over a Bank Requirements Governing Change in Control Prior to the acquisition of a qualified holding of shares, an application for authorisation to acquire shares must be submitted to the SFSA. A “qualifying holding” is defined as a direct or indirect holding that represents 10% or more of the capital or of the voting rights, or which makes it possible to exercise a significant influ - ence over the management (eg, through a share - holder agreement). Authorisation is also required when a direct or indirect holding increases above a prescribed percentage of 20%, 30% or 50%, or which causes the undertaking to become a subsidiary. A notification shall be made to the SFSA if the holding decreases so that it falls below one of the mentioned thresholds (10%, 20%, 30% or 50%). Authorisation must be obtained prior to the acquisition. Where the acquisition has occurred as a result of a division of joint marital property, testamentary disposition, corporate distribu - tion, or any other similar measure, consent shall instead be required for the acquirer to retain the shares of participating interests. The acquirer shall thereupon apply for consent within six months of the acquisition. Restrictions There are currently no specific restrictions on pri - vate ownership or geographical restrictions on foreign ownership of Swedish banks. However, Sweden is introducing new legislation (the “FDI Act”) to give effect to the EU Screening Regula - tion (Regulation (EC) 2019/452) which will intro - duce a screening regime for certain foreign direct investment transactions. The purpose of such
screening is to examine whether the relevant foreign investment may harm national security or public order. The FDI Act will enter into force on 1 December 2023 and will have a significant impact on investments. Any investment that falls within the scope of the FDI Act must, prior to closing, be approved, or subject to a decision of not taking any further actions, by the screen - ing authority. Currently, there is uncertainty as to which financial institutions are considered to provide “protected activities” and subsequently to fall within the scope of the regime. Factors to be Considered Authorisation shall be granted for an acquisi - tion where the acquirer is deemed suitable to exercise a significant influence over the man - agement of a bank and it can be assumed that the anticipated acquisition is financially sound. Consideration shall be taken of the acquirer’s likely impact on the business of the bank. In conjunction with the assessment, the acquir - er’s reputation and financial strength shall be taken into consideration. It shall also be taken into consideration whether: • any person who, as a result of the acquisi - tion, will become a member of the board of directors of the credit institution or act as managing director or act as an alternate for either of the foregoing has sufficient insight and experience to participate in the manage - ment of a bank and is also otherwise suitable for such a task, as well as whether the board of directors, taken as a whole, has sufficient expertise and experience to run the institu - tion; • there is reason to believe that the acquirer will impede the credit institution’s ability to oper - ate in compliance with statutes regulating the business of the bank; and
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