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[null,"Prepared By:","Contributors:"]
[null,"Advokatfirman Vinge KB","Anna Palmerus"]
[]
[]
[]
["Lex Mundi Global Merger Notification Guide"]
[]
["Report Generated: 11/19/2025"]
[]
["View your report results on next tab"]

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["Question","Sweden"]
["Lex Mundi Merger Notification"]
["Is there a regulatory regime applicable to mergers and similar transactions?"," The Swedish Competition Act (2008:579) (\"the Competition Act \") (Sw. “Konkurrenslagen” (2008:579) ) and thereto related ordinances and interpretive guidelines (KKVFS 2025:1) (the “ Merger Control Guidance ”) issued by the Swedish Competition Authority (the “ SCA ”) (Sw. “ Konkurrensverket” ) governs all concentrations, including acquisitions, mergers and the creation of full function joint ventures. Swedish merger control laws are generally interpreted in line with relevant EU competition law, which includes the European Commission’s Consolidated Jurisdictional Notice. \n The Swedish SCA (Sw. Konkurrensverket ) has translated the Competition Act, and it can be accessed at the SCA ’s website, www.konkurrensverket.se . "]
["Identify the applicable national regulatory agency/agencies."," The SCA is the administrative authority responsible for competition matters in Sweden and is primarily tasked with enforcing the Competition Act and Articles 101 and 102 of the Treaty on the Functioning of the European Union. The SCA has decision-making powers in matters of merger control and the right to order companies to cease infringements of competition law. The majority of the decisions of the SCA are generally subject to review by the Patent and Market Court (Sw. Patent- och marknadsdomstolen ) and the Patent and Market Court of Appeal (Sw. Patent- och marknadsöverdomstolen ). "]
["Is there a supranational regulatory agency (e.g., the European Commission) that has, or may have exclusive competence? If so, indicate."," If a concentration has a Community dimension, as defined in Regulation No 139/2004 (the “ EUMR ”), the European Commission has exclusive competence to review the concentration. "]
["Are there merger filing requirements? If so, where are they set out?","Yes, transactions leading to a change of control over an entity or business need to be notified to the \nSCA provided that certain turnover thresholds are met. The merger control rules are set out in the Competition Act and the Merger Control Guidance.\nThe Competition Act and the Merger Control Guidance are available in English at the \nSCA’s website, \nwww.konkurrensverket.se. \n"]
["What kinds of transactions are \"caught\" by the national rules? (Identify any notable exceptions.)"," All transactions that are included in the definition of “concentration” in the Competition Act are caught by the national rules. \n Concentrations arise if there is a lasting change of control of an undertaking. For these purposes “control” means the possibility (both positive and negative, i.e. the possibility to block decisions) of exercising decisive influence over a business, for example through a majority of voting rights at shareholders’ meetings, or through contractual means such as veto rights over the strategic market behaviour of a business. Control can also arise on a de facto basis, e.g., through minority holdings which represent a clear majority of owners present and voting at shareholders' and board meetings.  \n Internal restructurings within a group do not count as a concentration, as long as they do not entail any change of the ultimate control. \n The concept of control under Swedish merger control rules is interpreted in line with the European Commission’s Consolidated Jurisdictional Notice . \n The creation of a joint venture also falls within the authority of the SCA if, as a consequence of the joint venture, two or more parents achieve joint control of an undertaking that performs, on a lasting basis, all the functions of an autonomous economic entity (full-function joint venture). "]
["Is notification required for minority investments?"," Notification of a minority investment is only required if the purchaser acquires (sole or joint) control, that is, the right to exercise decisive influence, over the undertaking such as preference shares having a majority of voting rights, or if contractual veto rights are attached to a minority interest (see response to \" What kinds of transactions are \"caught\" by the national rules? \"). "]
["Are foreign-to-foreign transactions captured by the merger control regime, and is there a local effects test?"," There are no special rules for foreign-to-foreign transactions. All concentrations that meet the relevant thresholds must be notified to the SCA . There is no specific local effects test, but at least two undertakings concerned must have a turnover in Sweden in order to meet the relevant thresholds, see response to \" What are the relevant thresholds for notification? \" below. "]
["What are the relevant thresholds for notification?"," A concentration must be notified to the SCA if the combined aggregate turnover in Sweden of the undertakings concerned in the preceding financial year exceeded SEK 1 billion and at least two of the undertakings concerned had a turnover in Sweden that, in the preceding financial year, exceeded SEK 200 million for each of the undertakings.  \n However, if a concentration meets the turnover thresholds in the EUMR , the concentration shall instead be notified to the European Commission. \n According to the Merger Control Guidance, turnover is calculated as the net sales of goods and services in the undertaking’s ordinary activities, deducting sales related taxes like VAT and sales among associated undertakings. The Merger Control Guidance further states that the latest adopted annual accounts should be used (with adjustments for divestments and acquisitions of businesses during or after the financial year), even in cases where any of the undertakings concerned have a split financial year. However, the rules do not specify for how long the audited accounts for a previous financial year can be utilised as a basis for assessing the obligation to notify when a new financial year has closed but no audited accounts for that year is yet available. From a practical point of view, it is recommended that both the audited accounts for the previous year and the unaudited accounts for the financial year, that has just been closed, be taken into account. \n Furthermore, the Merger Control Guidance states that if the undertakings concerned form part of a group of companies, the group’s aggregate annual turnover shall be used when calculating annual turnover and that if the acquisition relates to part of an undertaking, the calculation of turnover shall relate to the part acquired. \n The term turnover and basis for geographical allocation of turnover under the Swedish merger control rules is interpreted in a manner consistent with EU competition law and the European Commission’s Consolidated Jurisdictional Notice. "]
["Is the filing voluntary or mandatory?"," The filing is mandatory without exemptions if the thresholds for notification, as set out in Chapter 4 Section 6 of the Competition Act (see our response to \" What are the relevant thresholds for notification? \"), are met. If only the SEK 1 billion threshold is met, but not the SEK 200 million threshold, it is voluntary to notify the concentration. Under such circumstances, the SCA may, however, also order the undertakings concerned to notify the concentration if there are particular grounds (Sw. särskilda skäl ) to do so. For more information regarding what may constitute particular grounds, see our response to \" Can the agency review and/or challenge mergers that are not notifiable? \". "]
["Provide the time in which a filing must be made.","A notification of a concentration between undertakings may be submitted as soon as a party can demonstrate that it intends to implement a concentration. A notification of a concentration of undertakings shall be submitted before the concentration is implemented. Aside from the requirement that the notification of the proposed concentration must be submitted before the implementation, there are no set time limits within which the notification must be submitted.\nThe time limits for the examination of a concentration start when the \nSCA considers the notification to be complete. \n"]
["Is there an automatic waiting period? If so, please specify.","A concentration that meets the thresholds for notification must be notified prior to implementation. A standstill applies, which means that the parties are prohibited from taking any steps to complete a notified concentration prior to having obtained approval. The review by the \nSCA is subject to certain time limits, see question 14 below.\n"]
["What are the form and content of the initial filing?"," The SCA has issued a filing template form which sets out detailed instructions regarding the contents of a notification of a concentration (KKVFS 2025:1). The information requested for a notification to the SCA largely corresponds to that of the EU Commission’s Form CO used when notifying concentrations to the European Commission and includes information regarding the parties and their competitors, details regarding the concentration as well as an assessment of the concentration’s impact on the market. \n It can be noted that the Merger Control Guidance was revised on May 26, 2025. The Merger Control Guidance replaces the previous one from 2010 and is intended to offer more precise guidance and clarity on the obligations and standards applicable to merger notifications. In addition to incorporating expanded definitions of central concepts, most notably the notion of the “relevant market”, the new filing form includes, for example, greater detail and structure in the presentation of market definitions, supporting market data, and competitive conditions. \n An English translation of the Competition Act can be found on the Competition Authorities’ website, www.konkurrensverket.se . "]
["Are filing fees required?"," There are no filing fees associated with the merger control process. "]
["Please provide an overview of the merger review process. Are there time limits within which the regulatory agency must act? Can they be shortened by the parties or be extended by the regulatory agency?"," When a complete notification has been received by the SCA (in accordance with the Merger Control Guidance), the SCA has 25 working days (Phase 1) to decide whether to carry out an in-depth investigation (Phase 2) or to take no further action. This time limit is suspended if one or more Member States request that the concentration be referred to the European Commission under the EUMR . Phase 1 can also be prolonged to 35 working days if the SCA has received proposed commitments from the parties to resolve concerns raised by the SCA against the notified transaction within the 25-day period. If the SCA decides to open an in-depth investigation (Phase 2), it has, from the time of the decision to open the investigation, an additional three months to render a decision on the notified transaction. The SCA may also, with the consent of the parties, extend the three-month period in Phase 2 by a maximum of one month at a time. If there are exceptional reasons, the SCA can also extend the deadline without obtaining any consent from the parties. \n If the parties do not comply with an order from the SCA , e.g., to submit additional information, it may suspend the time limit until the order is complied with. Should the parties request it, which may be the case if substantial additional information is required, the time limit may be suspended to a date which is decided by the SCA . Note that the SCA has put forward suggestions for amending the time limits, see further information below in question 22. "]
["What is the substantive test for clearance?"," A concentration shall be prohibited if it significantly impedes the occurrence or development of effective competition within the country as a whole, or a substantial part thereof. The substantive test in Swedish merger control is meant to be applied and interpreted in the same manner as the so-called SIEC test in the EUMR . "]
["What decisions can the agency make in relation to a notified merger (e.g. approval, approval with conditions or prohibition)?"," The SCA can decide to approve, approve with conditions, or prohibit a notified concentration. The SCA may, as a part of a clearance decision, require divestment of an undertaking, or part of the undertaking, or any other pro-competitive measure (behavioural commitment). \n The SCA may, in addition, impose penalty payments or establish prohibitions or obligations on the parties (or any other participants) to the concentration, thereby securing adherence to the notification requirement and/or the standstill obligation. "]
["Can parties proactively offer commitments to the agency to remedy identified competition concerns?"," The parties can offer commitments at any time during the SCA ’s investigation. "]
["Describe the sanctions for not filing or filing an incorrect/incomplete notification."," There are no direct sanctions for not filing a mandatory notification and/or breach of the standstill obligation. However, the SCA can, if the thresholds are met, under penalty of a fine, order the parties to notify a concentration and/or adhere to the standstill obligations.  \n Should the parties file a notification containing incorrect information, and the concentration is subsequently approved based on that information, the SCA may decide to reopen the investigation and make a renewed assessment. \n Furthermore, if the SCA discovers that the notification contains incorrect or incomplete information during the course of its investigation, it can, under penalty of a fine, order the parties to provide it with additional/correct information. It can also temporarily “stop the clock” on the relevant time limit if the order is not followed. The review period starts to run again when the request has been complied with. "]
["Describe the penalties applicable to the implementation of a merger before clearance or of a prohibited merger."," The parties are prohibited from implementing a notifiable concentration before obtaining approval. Should the SCA deem it necessary it can prohibit the parties from implementing the concentration under the penalty of a fine. \n Should the parties implement a prohibited concentration, the concentration risks being annulled by the SCA (Chapter 4 Section 3 of the Competition Act). \n A transaction that constitutes a part of, or has as its aim to carry out, a prohibited concentration is deemed void. However, if the acquisition took place on a regulated market or trading platform, the purchaser may instead be ordered to divest the assets acquired (Chapter 4 Section 3 of the Competition Act). "]
["Can the agency review and/or challenge mergers that are not notifiable?"," If only the SEK 1 billion threshold, but not the SEK 200 million threshold, is met, the SCA can order the undertakings concerned to notify the concentration if there are particular grounds to do so. According to the Merger Control Guidance, particular grounds include when an already strong undertaking gradually acquires small competitors or when an undertaking with a strong market position in a concentrated market gradually acquires newly established undertakings that possibly could challenge its position (so-called killer acquisitions). Complaints from, for example, customers and competitors may also constitute ‘particular grounds’ for requesting a notification. If a notification is requested by the SCA (or voluntarily filed by the parties) under these rules, the SCA ’s review can lead to either approval, an approval with commitments or that the concentration is prohibited. "]
["Describe the procedures if the agency wants to challenge an unnotified transaction."," If the SCA becomes aware of a concentration that has been implemented without a notification, it can, under penalty of a fine, order a notification if the threshold requirements set out under our responses to \" What are the relevant thresholds for notification? \" and \" Can the agency review and/or challenge mergers that are not notifiable? \" are met (Chapter 4 Section 7 of the Competition Act). "]
["Describe, briefly, your assessment of the regulatory agency's current attitudes/activities, including enforcement trends and recent developments."," The SCA has a continued permissive attitude toward merger control. In 2024, 91 concentrations were notified, and of these, only two were the subject of a phase 2 investigation. In 2024, the SCA prohibited only one concentration. Parties sometimes choose to abandon the transaction when the SCA expresses concern over its anticompetitive effects. \n As part of its strategy for 2025–2027, the SCA will focus on strengthening competition and ensuring well-functioning markets in the face of emerging challenges such as increased digitalization, the green transition, and broader geopolitical changes. Particular attention will therefore be paid to certain sectors such as financial services, the food and pharmaceutical industries, and corruption in public procurement. \n The SCA has recently put forward suggestions for amending the Competition Act, urging the government to consider measures that would allow the prohibition of concentrations negatively impacting competition, even if such effects are confined to smaller or local markets. In addition, the SCA has proposed extending the deadlines applied by both the SCA and the appellate courts when reviewing concentrations. The primary objective of these proposed amendments is to ensure that Swedish legislation is brought more closely into line with EU standards and to enhance both the thoroughness and efficiency of merger reviews. \n In a related development, a government official report has recommended imposing broader reporting duties with respect to concentrations, similar to the Norwegian system. Under this proposal, the SCA would be empowered to mandate that certain companies submit notifications concerning close to all concentrations they pursue, regardless of whether the established thresholds for mandatory notification are satisfied. This recommendation is driven by a desire to enable the SCA to more effectively detect concentrations reaching the 1 billion threshold (see further our response to \" Is the filing voluntary or mandatory? \"), which currently may not be subject to mandatory notification, but could nevertheless be called in for review. Thus far, these proposed measures have not been formally introduced as a government bill. "]
["Other important/notable information:"," The SCA has a duty to maintain confidentiality. Absolute secrecy applies to information shared and the advice given in pre-notification contacts and covers information relating to purchasers and sellers, as well as commercial and operating conditions. When a notification has been received by the SCA, confidentiality still applies. Confidentiality applies to documents and information about an individual’s commercial and operating conditions, inventions or research results, if it may be assumed that the individual will suffer damage should the information be disclosed.  \n A summary of the transaction (often written by the submitting party or parties) will be published on the SCA ’s website. "]