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.

Start by selecting your Topic of interest below. Then choose your Regions and finally refine the exact Subjects you are seeking clarity on to view detailed analysis provided by our carefully selected internationally recognised experts.

4. Results: Answers
Merger Control
4.
Review process
4.1
What is the review process and what is the timetable for that process?
Sweden

Answer ... Swedish merger review consists of a two-step process. The initial Phase I review lasts up to 25 working days from the date of receipt of a complete notification. This period is increased to 35 working days when an undertaking offers commitments during the first 25 working days. At any time during Phase I, the Competition Authority may decide to proceed with a detailed investigation, Phase II. Unlike under the EU Merger Regulation, there is no evidentiary threshold which the Competition Authority must meet to start a Phase II review. In Phase II, the Competition Authority has three months to decide whether to clear (conditionally or subject to remedies) or block the notified transaction. Therefore, the review may last between approximately one to four months.

If the Competition Authority ultimately decides to block a transaction, an appeal can be filed with the Patent and Market Court, which has six months from when the appeal was made to reach a decision. If the decision of the Patent and Market Court is appealed to the Patent and Market Court of Appeal, that court has three months from when the appeal was made to reach a decision. Hence, the review process may be a protracted exercise. However, no measure may be taken against a concentration, whether notified or not, after two years from the date on which the concentration occurred.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
4.2
Are there any formal or informal ways of accelerating the timetable for review? Can the authority suspend the timetable for review?
Sweden

Answer ... There is no formal way to accelerate the review. However, pre-notification contacts with the Competition Authority are encouraged and may help to ensure a smooth review process.

The Competition Authority has the power to stop the clock unilaterally, in both Phase I and Phase II. However, this tool can be deployed only if a party fails to meet the Competition Authority’s request for information within the prescribed response time. In Phase I, the clock can also be stopped on request from the notifying party. In its guidance, the Competition Authority states that such a request may be made, for example, where the parties become aware that the authority has identified potential competition problems that they themselves did not foresee, and they wish to have more time in Phase I to clarify that these will not materialise. By doing this, the parties may be able to avoid going into Phase II. In addition, the three-month period in Phase II may be extended, provided that the notifying parties agree to an extension or (if they do not agree) that there are compelling reasons for doing so. To date, the Competition Authority has only requested and obtained extensions with the consent of the notifying parties.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
4.3
Is there a simplified review process? If so, in what circumstances will it apply?
Sweden

Answer ... There is no short-form notification in Sweden. However, limited information is required when there are no affected markets; and if a notification is preceded by pre-notification contact with the Competition Authority (which is normally the case), it is often possible to obtain waivers for the need to submit certain information in uncontroversial transactions. Moreover, in straightforward cases, clearance may be obtained much faster than the 25-working-day deadline for Phase I. It is not unheard of for cases to be cleared within one week.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
4.4
To what extent will the authority cooperate with its counterparts in other jurisdictions during the review process?
Sweden

Answer ... The Competition Authority participates in the European Competition Network and European Competition Authorities. In addition, Sweden has a cooperation agreement with all Nordic countries, (ie, Denmark, Iceland, Finland and Norway) regarding competition issues which, among other things, facilitates the exchange of information in the area of merger control (provided that the transaction involves an undertaking located in one of the countries concerned). In contrast to what has been established under the EU merger working group, the cooperation between the Nordic authorities allows the exchange of confidential information without a waiver from the parties to the concentration. Consequently, it is safe to assume that any and all information submitted to the Competition Authority may also be made available to those authorities in Denmark, Iceland, Finland and Norway.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
4.5
What information-gathering powers does the authority have during the review process?
Sweden

Answer ... Under the merger control legislation, the Competition Authority has wide powers to request information which it deems necessary to review a merger from the notifying parties and third parties. The request may be made subject to a fine for default. However, unlike the European Commission, the Competition Authority does not have the possibility to carry out on-the-spot investigations (dawn raids and the like) in relation to merger reviews.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
4.6
Is there an opportunity for third parties to participate in the review process?
Sweden

Answer ... When the Competition Authority receives a notification, it publishes a summary of the transaction on its website. Third parties have no formal (legal) standing in the regulatory scrutiny process that follows, but may make their views known to the Competition Authority. In cases where substantive issues may arise, the Competition Authority systematically contacts key competitors, customers and suppliers to obtain information which may be of assistance in the review process; and if remedies are submitted by the notifying parties, these will be market tested.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
4.7
In cross-border transactions, is a local carve-out possible to avoid delaying closing while the review is ongoing?
Sweden

Answer ... The merger control legislation does not formally provide for the possibility to carve out Sweden and close the remainder of a global transaction.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
4.8
What substantive test will the authority apply in reviewing the transaction? Does this test vary depending on sector?
Sweden

Answer ... The substantive test is whether the concentration significantly restrains the occurrence or the development of effective competition within the country as a whole, or a substantial part thereof. Therefore, the Swedish test mirrors the so-called ‘significant impediment to competition’ (SIEC) test contained in the EU Merger Regulation.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
4.9
Does a different substantive test apply to joint ventures?
Sweden

Answer ... No – but to the extent that the creation of a joint venture which constitutes a concentration in accordance with Chapter 1, Section 9, second paragraph has the aim or effect of coordinating the competitive behaviour of the undertakings ,which remain independent, the potential coordination shall be assessed in accordance with the equivalent of Article 101 of the Treaty on the Functioning of the European Union.

For more information about this answer please contact: Christina Mailund from Kastell Advokatbyrå AB
4.10
What theories of harm will the authority consider when reviewing the transaction? Will the authority consider any non-competition related issues (eg, labour or social issues)?
Sweden

Answer ... The Competition Authority will consider whether the transaction may give rise to an SIEC. In assessing harm, it has increasingly started using economic techniques to vet mergers. For example, the upward pricing pressure method has been explicitly applied in several cases.

The Competition Authority does not consider non-competition related issues. However, public security interests could lead to the clearance of a transaction which meets the SIEC test; although this exception has never been applied.

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