NORWAY Trends and Developments Contributed by: Nicolai Julsvoll, Øyvind Mork Karlsen and Jørn Hove, Thommessen
qualified ownership interest. As of March 2025, the lowest threshold constituting qualified own - ership interest is one third of shares or votes. Unlike antitrust notifications, the prior notifica - tion does not have suspensory effect – although, if approval is refused post-closing, it will require a reversal of the transaction. However, certain amendments of the investment screening regime were adopted in 2023 and are expected to take effect during the second half of 2025. The pending amendments to the Security Act include: • the lowering of the filing threshold to 10% of the shares, interests or votes in the target (a significant reduction compared to the current threshold of one third); • the extension of the filing obligation to the seller and target, in addition to the acquirer; • the application of the filing obligation to qualifying investments in all companies hold - ing a security clearance of “confidential” or higher (ie, not only companies that have been brought within the scope of the Security Act by a prior administrative decision); and • the introduction of a standstill obligation and a prohibition against sharing information that may be used for security-threatening activi - ties before closing. These changes will result in an increase in the number of deals that require FDI filing in Norway. Furthermore, a relevant government ministry – within its jurisdiction – may make a decision that rules on ownership change shall apply to: • companies/undertakings that have significant relevance to fundamental national functions; or
• enterprises that have substantial importance for national security interests, without a direct connection to a fundamental national func - tion. Also, the executive branch of government has an ex officio provision under the Security Act, allowing the government to intervene in activi - ties that “may entail a not insignificant risk that interests of national security will be threatened” . This provision applies irrespective of ownership thresholds. In late 2023, a government-appointed commis - sion proposed several amendments to the Nor - wegian FDI regime. Proposals relevant for the venture capital sphere include: • the implementation of a screening process for all investments in companies within security- sensitive sectors; • a voluntary notification system whereby investors can increase predictability by notify - ing the government of their intention to invest in sectors not defined as security-sensitive; and • a distinction between foreign investors from the European Economic Area and investors from third countries. For certain sectors, only investors from third countries will need to notify the authorities of their intention to invest. The Norwegian govern - ment is working towards a proposal for a new act on control of foreign investments based on the commission’s work. The timing of this pro - posal is still uncertain, but when adopted it will likely bring about substantial changes to Nor - way’s FDI screening system. It is uncommon for early-stage companies to be covered by the Security Act. The proposed rules
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