Comparative Guides

Welcome to Mondaq Comparative Guides - your comparative global Q&A guide.

Our Comparative Guides provide an overview of some of the key points of law and practice and allow you to compare regulatory environments and laws across multiple jurisdictions.

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4. Results: Answers
Merger Control
3.
Notification
3.1
Is notification voluntary or mandatory? If mandatory, are there any exceptions where notification is not required?
Sweden

Answer ... As stated in question 2.6, there is a mandatory filing duty if both turnover thresholds are met. If only the first combined turnover threshold is met, the acquiring party has the right to file voluntarily and the Competition Authority has the right to request a filing.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
3.2
Is there an opportunity or requirement to discuss a planned transaction with the authority, informally and in confidence, in advance of formal notification?
Sweden

Answer ... The Competition Authority encourages pre-notification discussions. The fact that discussions are taking place and any information provided by parties in their pre-notification contacts with the Competition Authority are completely confidential.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
3.3
Who is responsible for filing the notification?
Sweden

Answer ... The underlying Swedish rule is that a notification must be made either by the merging parties or by the party or parties acquiring control.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
3.4
Are there any filing fees, and if so, what are they?
Sweden

Answer ... There are no fees.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
3.5
What information must be provided in the notification? What supporting documents must be provided?
Sweden
There is no specific form for notifications to be submitted to the Competition Authority, but notifications must address a set of fixed questions (unless a waiver is obtained). The Competition Authority has published an English version of the list of information and documents that must be provided on its website. The list essentially mirrors the list of information that must be provided in Form CO for notifications under the EU Merger Regulation. Therefore, this is not simply a form-filling exercise, but requires the submission of a wide range of information, including details concerning competitors, customers and market conditions. Notification may be submitted electronically, and must be in the Swedish language.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
3.6
Is there a deadline for filing the notification?
Sweden

Answer ... There is no specific deadline for submitting a notification under the Swedish merger control legislation. The legislation merely stipulates that a proposed concentration which meets the notification thresholds must be notified and cleared prior to implementation.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
3.7
Can a transaction be notified prior to signing a definitive agreement?
Sweden

Answer ... As under the EU Merger Regulation, a notification can be made prior to the conclusion of an agreement constituting a concentration, provided that it can be demonstrated that the parties concerned have a good-faith intention to enter into an agreement. Similarly, notification of a public bid can be made as soon as the intention to make such a bid has been publicly announced (rather than when the formal public bid is launched). As a result, the notification of an acquisition by public bid will thus normally be possible when the bidder has issued a press release pursuant to applicable takeover rules (which require that the broad terms and conditions of the bid be set out).

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
3.8
Are the parties required to delay closing of the transaction until clearance is granted?
Sweden

Answer ... The merger control legislation stipulates that the parties may not take any steps to complete a notified concentration prior to clearance.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
3.9
Will the notification be publicly announced by the authority? If so, how will commercially sensitive information be protected?
Sweden

Answer ... When a notification has been submitted, the Competition Authority will publish a summary of the concentration on its website. The Competition Authority also publishes decisions to enter into Phase II, clearance decisions and prohibition decisions on its website (while exercising due regard to confidentiality issues).

Confidentiality issues are treated in an unusual fashion in Sweden. There is a constitutional right of public access to official documents (ie, not only to documents that have been drawn up by public authorities such as the Competition Authority, but also to all documents and information that have been submitted to such authorities). In view of this, there are detailed rules in the Public Access to Information and Secrecy Act (2009:400)) which place limits on this basic principle. As a result, information provided by parties in their pre-notification communications with the Competition Authority is covered by absolute secrecy. Thereafter, information will be treated as confidential only if divulging the information to a third party would cause damage to the party concerned. Thus, genuine business secrets will not be disclosed to the public.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB