SWEDEN Law and Practice Contributed by: Albert Wållgren, Henrik Ossborn and Lionardo Ojeda, Advokatfirman Vinge KB
4.9 Banks Securitising Financial Assets Swedish banks that securitise any of their finan - cial assets or that invest in positions in securiti - sations are regulated by the Securitisation Regu - lation and by the applicable capital adequacy and liquidity regulation (CRR/CRD). 4.10 SPEs or Other Entities As outlined in 6.2 SPEs , a Swedish SPE is usual - ly set up as a limited liability company in accord - ance with the Companies Act. Swedish law does not provide for any specific regulation regarding SPEs; instead, an SPE will be subject to the rules and regulations generally applicable to Swedish limited liability companies. 4.11 Activities Avoided by SPEs or Other Securitisation Entities Pursuant to the Swedish Banking and Financ - ing Business Act ( Lag (2004:297) om bank- och finansieringsrörelse ), a company must have a licence in order to carry out financing busi - ness ( finansieringsrörelse ) in Sweden. The term “financing business” includes any commercial operations where the purpose is to: • accept repayable funds from the public; or • grant loans, provide guarantees for loans or, for financing purposes, acquire claims or grant rights of use in personal property. In an opinion issued on 18 February 2021 ( Ställ - ningstagande: Obligationsfinansierad kredit - givning ), the SFSA established its view that the issuing of debt instruments, including bonds, would not be subject to the licence require - ments under the Banking and Financing Busi - ness Act, unless such instruments are issued to a financial institution (as the term is used in the CRR) and the issuing company can ensure that the issued instrument cannot be transferred to a non-financial institution.
cable in Sweden. Swedish national law does not contain any other material provisions regarding rating agencies. 4.6 Treatment of Securitisation in Financial Entities As Sweden is part of the EU, the Swedish legal framework is based on the single rule book for the EU. The Swedish legal framework regarding capi - tal adequacy and liquidity is based on the EU’s capital adequacy and liquidity regulation (CRR/ CRD), and is valid for banks and other regulated financial entities ( Kreditmarknadsbolag ). For insurance companies, the Swedish legal framework is based on the Solvency II Regula - tion. 4.7 Use of Derivatives There are no specific national laws or regulations that apply to the use of derivatives in securitisa - tions. However, Swedish companies are subject to the applicable EU regulations and directives. 4.8 Investor Protection No investor protection laws or regulations apply specifically to Swedish securitisations, though the general Swedish and EU laws and regula - tions would come into play depending on the extent to which a Swedish securitisation is a public issuance. In addition, the Securitisation Regulation provides the following protective measures: • due diligence requirements pursuant to Article 5; • risk-retention requirements pursuant to Article 6; and • transparency requirements pursuant to Article 7.
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