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[null,"Prepared By:","Contributors:"]
[null,"Advokatfirman Vinge KB","Anna Palmerus"]
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["Lex Mundi Global Merger Notification Guide"]
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["Report Generated: 5/1/2025"]
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["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\n Swedish Competition Act (2008:579) (\"\nCompetition Act\") (\nSw. Konkurrenslagen (2008:579)) is applicable to all concentrations, including acquisitions, mergers and the creation of full-function joint ventures.\nConcentrations within the meaning of the \nCompetition Act arise when two or more previously independent undertakings merge, or either one or more persons, already controlling at least one undertaking, or one or more undertakings acquire, whether by the purchase of securities or assets, by contract or by any other means, direct or indirect control of the whole or parts of one or more undertakings, or where a joint venture, which on a lasting basis fulfills all the functions of an autonomous economic entity, is created.\nThe Swedish Competition Authority (“\nCompetition Authority”) (\nSw. Konkurrensverket) has translated the \nSwedish Competition Act(2008:579) and it can be accessed at the Competition Authority’s website, \nwww.konkurrensverket.se.\n"]
["Identify the applicable national regulatory agency/agencies.","The Swedish Competition Authority is the administrative authority for competition matters in Sweden and is primarily tasked to enforce the \nSwedish Competition Act (2008:579) and \nArticles 101 and 102 of the\n Treaty on the Functioning of the European Union. The \nCompetition Authority has decision-making powers in matters of merger control and the right to order companies to cease infringements of competition law. Since 1 March 2021, the \nCompetition Authority may also, as first instance authority, decide in matters regarding fines and sanctions for non-compliance with competition law (\nSw. konkurrensskadeavgift). The majority of the decisions of the \nCompetition Authority are generally subject to review by the Patent and Market Court (Sw. \nPatent- och marknadsdomstolen) and the Patent and Market Court of Appeal (Sw. \nPatent- och marknadsöverdomstolen). The \nCompetition Authority’s decision to clear a notified transaction is however final and cannot be appealed (however see further question 18 regarding clearance decisions based on incorrect or incomplete information).\n"]
["Is there a supranational regulatory agency (e.g., the European Commission) that has, or may have exclusive competence? If so, indicate.","If the concentration has a Community dimension, as defined in \nRegulation No 139/2004 (the “\nEUMR”), the European Commission has exclusive competence to review the concentration.\n"]
["Are there merger filing requirements? If so, where are they set out?","The \nCompetition Authority has published the \nSwedish Competition Authority’s Regulationson the Notification of Concentrations between Undertakings under the Swedish Competition Act (2008:579) (the “\nRegulations”) in which it sets out detailed merger filing requirements. The \nRegulations contain rules on issues such as which party is obliged to submit a notification (normally the acquiring party or parties), when and to which authority the notification shall be made, the requirements in order for the notification to be considered complete, time limits, professional secrecy, pre-notification contacts and the information to be provided in the notification. A notification can be submitted electronically. If submitted electronically, the notification is considered to be received on the date when the e-mail reaches the \nCompetition Authority. For the notification to be deemed complete, a signed declaration must be submitted in its original within three working days of having submitted the notification by e-mail.\nIt is possible to apply for and receive informal waivers from the duty to provide certain information. A waiver can be discussed during the pre-notification contacts but may also be requested during the review process. Whether the waiver is granted depends on whether the \nCompetition Authority considers the information to be necessary for the assessment.\nThe \nCompetition Authority has issued guidance for the notification and examination of concentrations between undertakings (the “\nGuidance”).\nThe \nRegulationsand the \nGuidance are available in English at the \nCompetition Authority’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 \nSwedish Competition Act (2008:579) are caught by the national rules. There are no exceptions.\nThe \nGuidance states that the EUMR is relevant when applying the \nCompetition Act and that guidance with respect to the interpretation of common terms and their application can be obtained from the European Commission’s notices and guidelines. The \nCompetition Authority and the Swedish Courts will, when reviewing any proposed concentration, rely on these and other sources of EU law. For example, the Swedish national equivalents of the terms “concentration”, “control”, “undertakings concerned”, “turnover” and “joint venture” are intended to be interpreted in the same manner in Swedish competition law as in EU competition law.\nA concentration arises if there is a lasting change of control of an undertaking, meaning the possibility of exercising a decisive influence over an undertaking. Control normally exists where one party can exercise a majority of the voting rights in an undertaking. Decisive influence can be established both \nde jure and \nde facto and it can be found where there are sufficient legal, economic or organizational ties. Decisive influence may also exist where one party has the power to block strategic decisions.\nThe creation of a joint venture also falls within the purview of the \nCompetition Authority 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.\n"]
["Is notification required for minority investments?","Notification of a minority investment is only required if the purchaser acquires control, that is, the right to exercise decisive influence over the undertaking. The \nGuidance e.g. states that acquiring a minority stake in an undertaking may lead to control if the stake by far constitutes the largest shareholding.\n"]
["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 which meet the relevant thresholds must be notified to the \nCompetition Authority. 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 \"\nWhat are the relevant thresholds for notification?\" below.\n"]
["What are the relevant thresholds for notification?","A concentration must be notified to the \nCompetition Authority 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 which, the preceding financial year, exceeded SEK 200 million for each of the undertakings.\nIf a concentration, however, meets the turnover thresholds in the \nEUMR, the concentration shall instead be notified to the European Commission.\nAccording to the \nGuidance, turnover means the turnover for all goods and services. The\n Guidancefurther states that the latest adopted annual accounts should be used, even in cases where any of the undertakings concerned have a split financial year and that, for a change of financial year, the turnover may need to be adjusted to refer to a 12-month period. It further 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, a corresponding calculation of turnover shall relate to the part acquired.\nThe term turnover is to be interpreted in a manner consistent with EU competition law and the \nGuidance explicitly refers to the \nEuropean Commission’s Consolidated Jurisdictional Notice for further guidance.\n"]
["Is the filing voluntary or mandatory?","The filing is mandatory without exemptions if the 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 \nCompetition Authority may however also order the undertakings concerned to notify the concentration if there are particular grounds (\nSw. särskilda skäl) to do so. For more information regarding what may constitute particular grounds, see question 20.\n"]
["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 they intend 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. A notification can be submitted based on a letter of intent signed by the parties, an agreement in principle or other similar types of agreements. For public tenders, a published and binding public offer is accepted as a letter of intent. A notification can be submitted as soon as the concentration is concrete enough for the \nCompetition Authority to be able to make an assessment of the concentration.\nThe time limits for the examination of the concentration start when the \nCompetition Authority considers the notification to be complete. A notification is complete when the information to be provided to the \nCompetition Authority according to the Regulations has been received by the \nCompetition Authority.\n"]
["Is there an automatic waiting period? If so, please specify.","Any concentration that meets the thresholds for notification must be notified prior to implementation. Parties are prohibited from taking any steps to complete a notified concentration prior to having obtained approval. The review by the \nCompetition Authority is subject to certain time limits, see \"\nPlease provide an overview of the merger review process...\" below.\n"]
["What are the form and content of the initial filing?","A notification can be submitted or sent to the \nCompetition Authority in paper form or by e-mail. The \nCompetition Authority has issued an ordinance setting out detailed instructions regarding the notification of concentrations (\nKKVFS 2010:3). The instructions set out a list of questions that have to be addressed in order for the notification to be considered complete (unless a waiver is obtained). The information requested for a notification to the Competition Authority largely corresponds to that of the official form for standard merger notifications (the so-called \nForm 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.\nFor concentrations below certain market share thresholds (below 20 percent for a horizontal concentration or 30 percent for a non-horizontal concentration) a simplified process applies, and less information is required by the \nCompetition Authority. In such cases, the description of the market and its participants may be much less detailed. For example, it is not required that the parties submit a forecast of the potential growth or decline in demand, information about their plans to introduce new products on the market, to increase their production or sales capacity or to employ subcontractors. Where the market shares are above 20 percent on a horizontal market or 30 percent of a vertical market, the parties must submit detailed information about the demand structure, the possibility of a market entry and the importance of R&D work in the particular market as well as to what extent the parties are carrying out such work.\nAn English translation of the \nRegulationscan be found on the \nCompetition Authorities’ website, \nwww.konkurrensverket.se.\n"]
["Are filing fees required?","There are no fees associated with the merger control process.\n"]
["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 \nCompetition Authority, it has 25 working days (Phase 1) to decide whether to carry out a special 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. Phase 1 can also be prolonged to 35 working days if the \nCompetition Authority has received a proposed commitment from the parties to resolve concerns raised by the \nCompetition Authority against the notified transaction within the 25-day period. If the\n Competition Authority decides to open a special investigation it has, from the time of the decision to open the investigation, three months to render a decision on the notified transaction.\nIf the parties do not comply with an order from the \nCompetition Authority, e.g. to submit additional information, it may suspend the time limit until the order is complied with. Should the parties request it, the time limit may be suspended to a date that is decided by the \nCompetition Authority.\nThe parties may not take any steps to implement the concentration without special permission from the \nCompetition Authority. When the transaction takes place on a regulated market or trading platform and it is not possible to notify the concentration before it is implemented, the \nCompetition Authority is of the opinion that the prohibition on implementation covers all forms of utilization of the rights related to the securities.\n"]
["What is the substantive test for clearance?","A concentration will 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 \nEUMR.\n"]
["What decisions can the agency make in relation to a notified merger (e.g. approval, approval with conditions or prohibition)?","The \nCompetition Authority can decide to approve, approve with conditions or prohibit a notified merger.\n"]
["Can parties proactively offer commitments to the agency to remedy identified competition concerns?","The parties can offer commitments at any time during the \nCompetition Authority’s investigation.\nAccording to its \nGuidance, if the \nCompetition Authority believes that a concentration may bring about unacceptable anticompetitive effects, it will normally offer so-called state-of-play meetings on three occasions. First, it will do so within 15-20 working days after the notification has been submitted. This meeting is held if something during the investigation suggests that the \nCompetition Authority may need to decide on a special investigation. Second, a meeting may be held within 10 working days after a decision on a special investigation. The purpose of the meeting is to facilitate the planning of the continued investigation. Third, a state-of-play meeting will also generally be held within 5 working days after the parties’ comments on the draft summons application. The aim of that meeting is to discuss the parties’ comments and any proposals from the parties for commitments that may convince the \nCompetition Authority to take no further action. Once a remedy has been adopted, the \nCompetition Authority can enforce the remedy under the penalty of a fine.\nThe \nCompetition Authority will normally not suggest any commitments but will offer comments on the commitments suggested by the parties.\n"]
["Describe the sanctions for not filing or filing an incorrect/incomplete notification.","There are no direct sanctions for not filing a mandatory notification. However, the \nCompetition Authority can, if the thresholds are met, under penalty of a fine, order the parties to notify a - concentration.\nShould the parties file a notification containing incorrect information and the concentration is subsequently approved based on that information, the \nCompetition Authority may decide to open up a special investigation and make a renewed assessment.\nIf the \nCompetition Authority discovers that the notification is incorrect or incomplete during the course of its investigation it can, under penalty of a fine, order the parties to provide it with additional information. It can also “stop the clock” on the relevant time limit if the order is not followed.\n"]
["Describe the penalties applicable to the implementation of a merger before clearance or of a prohibited merger.","The parties are prohibited from implementing the concentration before obtaining approval. Should the \nCompetition Authority deem it necessary it can prohibit the parties from implementing the concentration under the penalty of a fine.\nShould the parties implement a prohibited concentration the concentration risks annulment.\nA 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.\n"]
["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 \nCompetition Authority can order the undertakings concerned to notify the concentration if there are particular grounds to do so. According to the \nGuidance, particular grounds include when an already strong undertaking gradually acquires small competitors or when a strong undertaking in a concentrated market acquires a newly established undertaking that possibly could challenge its position. Complaints from, for example, customers and competitors may also constitute ‘particular grounds’ for requesting a notification. If a notification is requested by the \nCompetition Authority (or voluntarily filed by the parties) under these rules the \nCompetition Authority’s review can lead to either approval, an approval with commitments or that the concentration is prohibited.\n"]
["Describe the procedures if the agency wants to challenge an unnotified transaction.","If the \nCompetition Authority becomes aware of a concentration that has been implemented without a notification it can, under penalty of a fine, order a notification if the requirements set out under the sections \"\nWhat are the relevant thresholds for notification\" and \"\nCan the agency review and/or challenge mergers that are not notifiable?\" are met.\n"]
["Describe, briefly, your assessment of the regulatory agency's current attitudes/activities, including enforcement trends and recent developments.","The \nCompetition Authority has a continued permissive attitude toward merger control. In 2022, 121 concentrations were notified and of these, only three were the subject of a phase 2 investigation. In 2022, the \nCompetition Authority did not prohibit any concentrations. Parties sometimes choose to abandon the transaction when the \nCompetition Authority expresses concern over its anticompetitive effects and the figures should be read against this background. We are not aware of the \nCompetition Authority having a specific focus or attitude in the area of merger control.\nAs part of its strategy for 2023–2025, the \nCompetition Authority will have a particular focus on competitive and well-functioning markets in times of crisis. The \nCompetition Authority will therefore give special attention to competition aspects in times of challenges to society, including times of pandemic, rising costs of living and war. As part of this, in July 2023 the \nCompetition Authority published a report (\n2023:13) regarding mergers in times of crisis. In the report, it is stated that times of crisis are not in itself a reason to look more favorably at acquisitions or mergers that could cause problems from a competition law perspective, however, a crisis may affect various factors that form the basis for the assessment of the future effects of the concentration on competition. As an example, it is mentioned that a merger between two domestic firms may be considered to have greater negative effects on competition than would have been the case before a crisis, if the crisis, for example, makes it more difficult or prevents imports and/or if previous competitive pressure from companies in other countries is weakened, etc. The \nCompetition Authority has stated that it will thus pay extra attention to these factors in its assessment of concentrations.\n"]
["Other important/notable information:","The \nCompetition Authority has a duty to maintain confidentiality. Absolute secrecy applies to the advice given in pre-notification contacts and covers information relating to purchasers and sellers as well as commercial and operating conditions. Advice is to be understood as all forms of information, consultation and guidance which may arise between an undertaking and the \nCompetition Authority prior to a notification. When a notification has been received by the \nCompetition Authority secrecy still applies albeit in a more diluted version. According to the \nGuidance, secrecy 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.\nA summary of the transaction (often written by the submitting party or parties) will be published on the \nCompetition Authority’s website.\n"]