The Swedish Competition Act (2008:579) is the legal basis for the Swedish merger control regime. The act is supplemented by the Swedish Competition Ordinance (2021:87) as well as Regulation KKVFS 2025:1 of the Swedish Competition Authority (SCA). The latter contains information on the details that must be included when a notification of a concentration is made to the SCA. Guidance may also be found in the SCA’s Guidance on the notification and examination of concentrations.

The Swedish rules on merger control generally mirror those of the EU merger control regime. The SCA therefore often refers to the EC’s notices and guidelines for further interpretational guidance.

The Swedish merger control regime applies to all economic sectors. In addition to the merger control legislation, investments may also require approval under the Swedish Foreign Direct Investment Act (2023:560) (the “FDI Act”) or the Swedish Protective Security Act (2018:585) (PSA). For further details, please see 9. Foreign Direct Investment/Subsidies Review.

For certain types of businesses, for example financial institutions, additional rules relating to their ownership may apply. A change in the ownership of certain businesses may thus also require approval from – or notification to – the relevant sectoral regulator.

The SCA is the authority responsible for the enforcement of the Swedish merger control regime. A decision by the SCA may be appealed to the Swedish Market and Patent Court. For further details, please see 8. Appeals and Judicial Review.

If a concentration exceeds the thresholds set out in Regulation (EC) No 139/2004 (the “EU Merger Regulation”, or EUMR), the review of such a concentration will instead fall under the exclusive competence of the EC.

There are legislative proposals to expand the SCA’s enforcement powers, including within merger control. For an overview, please see the Chambers Introduction to Competition/European Law.

The notification of a transaction that meets the jurisdictional thresholds is compulsory before implementation. There is no specific timeframe for notification but approval by the SCA must be obtained before implementation. There are no exceptions to this obligation.

Voluntary notification by the parties is possible if only the SEK1 billion threshold is met (see 2.5 Jurisdictional Thresholds). The parties may consider such voluntary notification if there are “special reasons” for which the SCA may call in a transaction (see 2.11 Power of Authorities to Investigate a Transaction for further details).

Under Swedish merger control rules, there are no penalties for failing to notify a transaction that meets the jurisdictional thresholds. If the SCA learns about a transaction that should have been notified, it may issue an order to file that can be made subject to a conditional fine. Decisions regarding conditional fines are made public.

The concentrations caught by the Swedish merger regime are those where the control of an undertaking is changed on a lasting basis as a result of (i) two or more previously independent undertakings merging, or (ii) either one or several persons, who already control at least one undertaking, or one or several undertakings, through the acquisition of securities or assets, by agreement or in any other way, directly or indirectly acquiring control over one or more undertakings or parts thereof.

The creation or acquisition of a joint venture that, on a lasting basis, performs all the functions of an autonomous economic entity constitutes a concentration of undertakings according to point ii above. A full function joint venture must have management of its day-to-day operations and access to sufficient resources, including financing, staff and assets.

The definition of a concentration in the Swedish merger regime mirrors the definition in the EUMR. Control is constituted by rights, contracts, or any other means that, either separately or in combination, confer the possibility of exercising decisive influence on an undertaking, by (i) owning more than half of its voting rights, (ii) being able to appoint more than half of its directors, or (iii) having the right to veto its strategic decisions.

The acquisition of shares or assets, and shareholders’ agreements established in connection therewith, are the most important means of achieving control. However, control can also be achieved through other contractual arrangements (eg, via veto rights in a financing agreement), or if a minority shareholder is granted rights in the articles of association or shareholders’ agreements that enable it to veto strategic decisions. Any operations that result in a change of control, irrespective of whether they involve a transfer of shares or assets, are caught by the Swedish merger control regime if the jurisdictional thresholds are met. The assessment of whether control is obtained should be made on a case-by-case basis in light of all legal and factual circumstances.

An internal restructuring or reorganisation is not caught by the Swedish regime as long as there is no change of control.

Please see 2.3 Types of Transactions for the definition of concentration and control. The definition of control is the possibility to exercise decisive influence over an undertaking, rather than the actual exercise of such influence.

Control may take the form of sole control or joint control. If an undertaking alone has the authority to make decisions about another undertaking’s strategic business decisions, or the power to veto such decisions, it has sole control over that undertaking. Joint control exists if two undertakings must reach an agreement on strategic decisions regarding a joint venture and thereby both have the ability to veto such decisions. Both the acquisitions of sole and joint control are caught by the Swedish merger control regime.

Strategic business decisions include, but are not limited to, appointment of members of the board of directors, decisions regarding the budget, determination of the undertaking’s business plan (in which the undertaking’s goals are established and the actions to be taken to achieve these goals are specified) and, in certain circumstances, decisions regarding the undertaking’s investments. Whether a business decision is strategic is ultimately based on whether it concerns essential elements of the undertaking’s operations.

Acquisitions of minority interests can be caught, if they result in de jure or de facto control. An example of a minority shareholding conferring de jure control is when there are specific rights attached to the minority shareholding enabling the minority shareholder to exercise decisive influence over an undertaking. An example of a minority shareholding with de facto control is when it is likely that the minority shareholder can attain a majority position at the general meeting because the remaining shares are spread among a large number of other shareholders that do not generally attend such meeting.

Acquisitions of interests that do not entail the acquisition of control and hence a change of control are not caught.

Companies are required to notify the SCA of concentrations that meet certain turnover thresholds before they are implemented. The two thresholds that must be satisfied for a notification obligation to be triggered are (i) the combined aggregate turnover in Sweden in the preceding financial year of the undertakings concerned exceeds SEK1 billion, and (ii) at least two of the undertakings concerned each had a turnover in Sweden in the preceding financial year that exceeds SEK200 million.

If the threshold in (i) is met, but the turnover does not exceed the threshold in (ii), the SCA may require the parties to notify the concentration, when there are “special reasons” for doing so. For further details, see 2.11 Power of Authorities to Investigate a Transaction.

These thresholds are applicable to all sectors. In other words, there are no special jurisdictional thresholds applied to particular sectors.

A notification to the SCA is not required if the EUMR thresholds are met, in which case a notification should then be made to the European Commission.

The turnover thresholds are calculated based on net sales of goods and services in Sweden within the undertaking’ ordinary business activities during the most recently completed financial year. The turnover should exclude intra-group sales, deductions of sales discounts, value added tax and other taxes directly related to turnover and extraordinary income (eg, the sale of fixed assets). The exchange rate to be used when a company’s turnover is to be converted to SEK is the average rate of the Sveriges Riksbank (Sweden’s central bank) for the twelve months corresponding to the most recent financial year.

The undertakings that are considered to be “concerned”, and therefore relevant for the purpose of calculating the jurisdictional thresholds, depend on the type of concentration that is intended to be carried out.

In a merger of companies, each of the companies being merged constitutes an “undertaking concerned”. In the case of an acquisition of control over an existing company or part thereof, the undertakings concerned are the acquirer and the acquired company or the acquired part, respectively. The seller’s turnover does not need to be added to the turnover of the acquired company.

In the case of an acquisition of joint control over a newly established company, each of the companies jointly acquiring control is an undertaking concerned. In the case of an acquisition of joint control over an existing company, the undertakings concerned are, on the one hand, each of the companies jointly acquiring control and, on the other hand, the acquired company.

If an existing company is solely controlled by a parent company and one or more new shareholders acquire joint control together with the original parent company, the undertakings concerned are each of the companies exercising joint control, including the original shareholder. The target company is not considered an undertaking concerned, and its turnover is included as part of the original parent company’s turnover.

The calculation of the turnover for an “undertaking concerned” follows EUMR principles and is the sum of the turnover of:

• the concerned company;
• the companies in which the concerned company, directly or indirectly, (i) owns more than half of the capital or operating assets, (ii) can exercise more than half of the voting rights, (iii) can appoint more than half of the members of the board of directors, management, or bodies that legally represent the companies, or (iv) has the right to direct the company’s operations;
• the companies that, in the concerned company, have the rights or powers specified in (ii),
• the companies in which a company referred to in (iii) has the rights or powers specified in (ii), and
• the companies in which two or more companies referred to in (i)–(iv) jointly have the rights or powers specified in (ii).

Foreign-to-foreign transactions are subject to merger control in Sweden as long as the jurisdictional thresholds calculated following the principles in 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds are satisfied.

The acquisition of an undertaking without (i) turnover in, (ii) any nexus to, or (iii) presence in Sweden is caught if at least two undertakings concerned meet the jurisdictional thresholds.

There is no market share jurisdictional threshold.

Please see 2.3 Types of Transactions and 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds for details of the rules for determining whether a joint venture would meet the jurisdictional thresholds.

Please see 2.5 Jurisdictional Thresholds. Special reasons for calling in a transaction could be socioeconomic and consumer policy interests, which might need to be protected if the undertakings concerned were to collectively obtain a high market share in a relevant market, or if the company being acquired were an important supplier of an upstream input or a significant customer or sales channel downstream. It may also be the case in successive acquisitions, where a strong company gradually acquires smaller companies, or in cases where a strong company in a concentrated market acquires a newly established company with the aim of preventing future competition.

The SCA deadline to prohibit a transaction is two years from closing, which means that in principle the SCA may call in a transaction within this deadline. To the best of the authors’ knowledge, there have been seven cases of the SCA calling in a transaction in the past.

Implementation of a transaction must be suspended until clearance. There is a standstill obligation prohibiting parties to a notified transaction from taking any measures to complete the transaction. The SCA can grant an exemption from the standstill obligation if there are particular reasons for doing so.

There are no sanctions for violating the standstill obligation. However, if the SCA becomes aware of a transaction that should have been notified, the SCA may order the acquiring parties to submit a notification. Such an order can be made subject to a conditional fine.

Even though this is not stipulated in the Competition Act, the SCA explains in its guidelines that it will not enforce the standstill obligation in relation to public bids and the acquisition of control through a series of transactions in securities.

If there are special reasons, which there rarely are, the SCA may permit closing before clearance. The reason for this may be to prevent or reduce risk of unnecessary economic damage or other negative consequences during the investigation. The outcome of such an assessment will turn on potential negative effects on competition and the legitimate interests of third parties. The permission may apply to the entire concentration or may be limited to certain specifically described procedures that are made permissible for the company through the decision. A permission can also have its scope specified through conditions set by the SCA.

The parties are required to notify the SCA before completing the transaction that meets the relevant thresholds. There is no statutory deadline for submitting a notification, but the transaction cannot be implemented before clearance is obtained. This means that the notification should be made as early as possible to avoid delays in the transaction timeline. However, there are no penalties for “failure to file”.

The notification of a merger to the SCA does not necessarily require a binding agreement to be in place. Parties can file a notification based on less formal agreements such as a letter of intent or a memorandum of understanding. The key requirement is that there is a sufficient degree of certainty that the transaction will proceed.

Filing can also be made on a good-faith intention to reach an agreement. The parties must be able to demonstrate that the transaction is likely to occur and that they are actively working towards finalising the deal. Once a transaction is formally notified, the fact of the transaction will be made public on the SCA’s website.

There are no filing fees.

For acquisitions, the acquiring party is responsible for providing all the necessary information and submitting the notification.

For mergers or joint ventures, the responsibility for filing is shared between the parties involved. Both parties need to collaborate to ensure that the notification is complete and accurate.

In general terms, the notification form to be submitted to the SCA includes information about the parties involved, the transaction details, the ownership structure, the relevant markets, market shares and the effects of the transaction on competition. The SCA has published a template that should be submitted for every notification. The template identifies the required information. In May 2025, the SCA published revised Merger Control Guidance including instructions on how to complete the template and adding clarity on the procedure and standards for merger notifications.

Every notification should include the transaction document and a copy of the annual financial statements of the parties. Depending on the complexity of the case, internal documents (such as board presentations) and supporting documents (such as market studies) may have to be provided. Internal documents are formally required in all cases giving rise to horizontal overlaps or vertical relationships. The SCA does not require a power of attorney.

The notification must be submitted in Swedish. The documents attached to the notification, such as the transaction documents and financial statements can be submitted in English.

There are no other specific requirements for the submission of documents. The SCA does not, for example, generally require certifications, notarisations or apostilles.

If the notification is deemed incomplete, the SCA will not start the clock until all the required information is provided by the parties. The SCA also has the authority to stop the clock during the investigation if the parties have provided incomplete information. There are no monetary penalties.

If the notification contains incorrect or misleading information, the SCA can stop the clock and/or require that the parties provide correct information under the penalty of a fine. The review period starts to run again when the correct information has been provided.

The formal phases of the review process are two:

• Phase I review – The SCA conducts the initial assessment of the merger notification. It examines whether the merger raises any competition concerns that warrant further investigation. The deadline for a decision in Phase I is 25 working days from the date of formal notification. It can be prolonged to 35 working days if the parties submit commitments to the SCA.
• Phase II review – If the SCA identifies potential competition concerns, it conducts a more in-depth investigation of the transaction’s impact on competition. The deadline for a decision in Phase II is 3 months from the date the SCA decides to initiate this phase. This period can be extended by an additional one month if the parties agree or if the SCA requires more time to gather information.

The overall timeline for clearance depends on the complexity of the case and the findings during each phase of the review process. It can range from one to two months for simplified cases to around four to five months for more complex cases.

Please refer to 3.9 Pre-Notification Discussions With Authorities for discussion of pre-notification contacts.

The SCA encourages the parties to engage in pre-notification discussions to seek guidance on the information required for the notification and clarify any procedural aspects. The duration of the pre-notification phase can vary depending on the complexity of the merger and the level of interaction between the parties and the authority. It typically lasts a few weeks to one or two months.

Requests for information (RFIs) are quite common, especially in cases where the authority needs additional data to assess the competitive impact of the transaction. Even in straightforward cases, the authority may issue at least one RFI to clarify aspects of the notification or to request supporting documents.

The burden of responding to RFIs can vary significantly. In simple cases, the requests may be limited to clarifications or easily accessible documents. In more complex or potentially problematic cases, the authority may require detailed market data, internal documents, customer or supplier lists, and other sensitive information. The process can become resource-intensive, particularly if the authority moves to a Phase II review, where the depth and scope of information requested typically increase.

The issuance of an RFI does not automatically suspend or stop the review clock. The statutory deadlines for Phase I and II (see 3.8 Review Process) continue to run regardless of whether an RFI has been issued. However, if (i) the notification is deemed incomplete, the SCA may request additional information before the review period officially begins, or (ii) the parties fail to provide information within the requested deadlines, the SCA may decide to stop to the clock until the information is provided. The clock can also be stopped at the request of the notifying party.

In Sweden, there is no fast-track or other type of accelerated procedure for review. The same deadlines for review (see 3.8 Review Process) apply to all transactions.

The review timeline will depend on the complexity of the transaction – eg, in simplified transactions, the SCA will more rapidly reach a decision. The SCA’s stated ambition is to clear non-complex cases as soon as possible and typically within 15 business days. In 2024, the average review period for Phase 1 cases was 17 business days (2023: 14 business days, 2022: 16 business days).

Notifications should be submitted using the same form. However, where the transaction does not give rise to horizontally or vertically affected markets, certain sections of the notification form can be left blank. 

The substantive test employed by the SCA in its review of concentrations is whether the concentration would significantly impede the occurrence or the development of effective competition within Sweden as a whole, or a substantial part of it”. If the SCA finds that a concentration would lead to such effects, it must prohibit the concentration. In its examination, the SCA will particularly consider whether the concentration creates or strengthens a dominant position.

The substantive test under the Swedish Competition Act is intended to mirror the substantive test under the EUMR. The SCA therefore interprets the prohibition in light of EU law.

The SCA has recently requested that the current regime be amended, so that concentrations leading to a significant impediment to effective competition on a purely local market in Sweden may also be prohibited.

Where the buyer and the target company are both active in the same market (ie, where there are horizontal overlaps), that market is considered affected if the parties’ combined market share is 20% or more.

Where the parties are active on different levels of the supply chain (ie, where there is a vertical link between the parties), a market is affected if any of the parties, or the parties jointly, have a market share of 30% or more. The same applies in the absence of any actual customer-supplier relationship between the parties – ie, if the vertical link is only potential.

Concentrations where the parties’ market shares are below the mentioned levels will normally receive less scrutiny from the SCA, as competition concerns will usually be less likely to arise in such cases.

The SCA will consider the product and geographic market definitions proposed by the parties, but its assessment is not bound by the proposed or precedent market definitions. Following the introduction of the SCA’s new filing forms in May 2025, the parties are required to discuss all plausible alternative market definitions in the notification.

Previous decisions by the SCA and the EC, as well as rulings from the Swedish and EU courts serve as the basis for defining the relevant product and geographic market.

Clarifications by the Swedish or EU courts on the substantive assessment will be followed by the SCA.

The SCA’s assessment may encompass all types of competition concerns. This includes, in particular, concerns arising from the creation or strengthening of a dominant position (unilateral effects). Other types of competition concerns that the SCA may consider include co-ordinated effects (eg, if the companies remaining on the market after the concentration are able to better co-ordinate their behaviour), vertical concerns (eg, input or customer foreclosure), conglomerate or portfolio effects (eg, where the merged entity may leverage its market power in one market to negatively affect competition in another market), and elimination of potential competition.

The SCA will consider whether the concentration results in any economic efficiencies. Any such efficiency claims should therefore be included in the notification. In particular, the SCA will consider whether the efficiencies outweigh any negative effects that the concentration may have. In line with the EC’s guidelines, the SCA will assess whether the efficiencies benefit consumers, and if they are merger-specific and verifiable. The EC’s guidelines on horizontal and non-horizontal mergers will normally serve as guidance in the SCA’s assessment.

Under the Swedish Competition Act, the only “non-competition matter” which the SCA may consider in its review of concentrations is national security or supply interests.

A concentration which is found to cause a significant impediment to effective competition may be cleared if a prohibition of that concentration would lead to significant national security or supply interests being compromised. There are no known cases where this exception has been applied.

Sweden’s security is also considered under the Swedish foreign direct investment (FDI) regime, see also 9.1 Legislation and Filing Requirements.

The same substantive test applies for joint ventures, see 4.1 Substantive Test. The SCA will place a particular focus on whether the joint venture may facilitate co-ordination between undertakings active in the same or neighbouring markets (eg, the joint venture parents). For further guidance, the SCA refers to the EC’s Consolidated Jurisdictional Notice.

The SCA must prohibit a concentration if it finds that the concentration would significantly impede effective competition, see 4.1 Substantive Test. If the harmful effects of a concentration can be sufficiently eliminated by means other than a prohibition, the SCA may instead clear the concentration subject to remedies.

The Swedish Competition Act expressly states that a party to the concentration may be required to divest an undertaking or a part of an undertaking, or “to take any other measure having a favourable effect on competition”. Both structural and behavioural remedies may be considered by the SCA.

The SCA’s prohibition decisions and decisions subject to remedies/commitments may be issued under penalty of a fine for non-compliance.

If the SCA has concerns about a transaction, the parties may propose voluntary commitments to remedy its harmful effects. The proposed commitments, the time frames, as well as any amendments to the proposal are discussed between the SCA and the parties in each individual case. The SCA may accept both structural and behavioural remedies – eg, divestments of brands or parts of businesses, license commitments, or commitments to provide access to essential infrastructure. The commitments may be limited in time or have no time limits. See also 5.4 Negotiating Remedies With Authorities and 5.5 Conditions and Timing for Divestitures.

To be accepted, the remedies must be sufficient to fully eliminate the negative effects caused by the concentration. The parties must also be able to fully implement the remedies.

The SCA may not impose any remedies which are more extensive than what is necessary to eliminate the harmful effects of competition – ie, remedies must be proportional to the competition concerns that have been identified. For further guidance the SCA refers to the EC’s Notice on remedies acceptable under the EUMR.

The SCA may on its own motion require that a party to a concentration undertakes measures to remedy the competition concerns that have been identified. Any commitments proposed by the parties will also be subject to the SCA’s approval, which is more common in practice.

The SCA may issue a decision to clear the concentration with commitments in both Phase I and Phase II. However, the SCA will only consider commitments during Phase I if the competition concerns are clear and easy to remedy. If the parties propose commitments in Phase I, the SCA’s review period is automatically extended to 35 business days. The proposed commitments are often market tested by the SCA, see 7.2 Contacting Third Parties.

There is no deadline for the parties to propose commitments. However, given that the SCA may proceed to Phase II before the entire 25 business days period in Phase I has lapsed, the SCA encourages the parties to make any commitment proposals in Phase I ahead of the 25 business days deadline. In Phase II, the parties should propose commitments at least three weeks before the end of the SCA’s review period. If this deadline cannot be met, the commitments proposal should also include a written consent to extend the review period (see 3.8 Review Process).

The SCA may accept commitments concerning measures which must be taken both before and/or after the implementation of the concentration. The precise conditions and timing aspects will normally be discussed between the SCA and the parties in each case.

The SCA may make its decision to clear a concentration subject to commitments under a conditional fine. The size of the conditional fine is decided in each individual case, but the fine may not be higher than necessary to ensure that the parties comply with the SCA’s decision. The SCA may also appoint an independent trustee to supervise that the commitments are complied with. For instance, in the recent Strålfors/21 Grams case, where the SCA accepted the parties’ commitments to put in place functional separation measures, the conditional fines were set at SEK300 million and SEK450 million.

The SCA’s review ends with a formal decision whereby the SCA either clears the transaction unconditionally, with conditions, or prohibits the transaction. Non-confidential versions of the SCA’s decisions are published on the SCA’s website. The SCA’s decisions to clear a non-problematic concentration will normally not include any reasoning. Unlike, for instance, the European Commission, the SCA will not declare concentrations as being compatible with the internal market but rather state that it will take no action in relation to the concentration (which, in practice, amounts to a clearance).

All transactions where the Swedish notification thresholds are met are treated in the same way. Any decision by the SCA to prohibit a concentration or to clear it with remedies will thus be based on the effects of the concentration in Sweden or a substantial part of it, irrespective of whether the parties are Swedish or foreign undertakings.

A decision by the SCA to clear a concentration will also cover restrictions that are directly related and necessary to the notified concentration (ancillary restraints). Examples of ancillary restraints that may be covered are certain non-compete clauses, licence agreements and purchase and supply obligations.

The SCA does not specify in its decisions whether the decision also covers ancillary restraints. Instead, the parties must assess if the ancillary restraints are covered by the SCA’s clearance decision themselves, in line with the European Commission’s Notice on restrictions directly related and necessary to concentrations. Restrictions that are not ancillary to a concentration may be incompatible with the prohibition on anti-competitive agreements.

Third parties do not have standing as parties in the SCA’s review process and they may not appeal the SCA’s decisions. However, the SCA may contact, among others, competitors and customers during its review, see 7.2 Contacting Third Parties.

Upon registering a notification, the SCA will mention that it has received a notification of a concentration on its website, which may be monitored by market players. Market players may also submit their views on the notified concentrations to the SCA. No formal procedure for such submissions exists. Further, market players may request access to non-confidential documents in the SCA’s file under the Swedish Public Access to Information and Secrecy Act (2009:400), see 7.3 Confidentiality.

Third parties may be contacted by the SCA during the SCA’s review of a concentration. The SCA typically contacts customers, competitors and/or suppliers of the parties to a concentration. Other parties that may have relevant input for the review, such as trade associations or other authorities, may also be contacted.

Third-party input may be collected in various ways – eg, through phone calls, written surveys, physical or digital meetings, or interviews.

If the concentration does not appear to be problematic, the SCA will normally not make any contacts with third parties. Conversely, the SCA’s queries to third parties can be rather detailed in cases where the SCA has identified competition concerns, in particular, in Phase II reviews. The SCA will usually also market test the commitments proposed by the parties to remedy any competition concerns. In these cases, the SCA will often send a non-confidential version of the proposed commitments along with any additional questions to the relevant third parties, see also 5.4 Negotiating Remedies With Authorities.

Upon registering a notification, the SCA publishes information about the notified concentration on its website, along with a summary of the concentration prepared by the parties.

Any pre-notification contacts are subject to absolute secrecy under the Swedish Public Access to Information and Secrecy Act (2009:400). This includes the identity of the parties.

Once a notification has been made, the SCA will maintain confidentiality with respect to information concerning the commercial or operational conditions, as well as inventions and research results of undertakings, where it can be assumed that a disclosure of the information would cause damage to the undertaking concerned.

The SCA also asks for non-confidential versions of concentration notifications and reasoned confidentiality claims to be submitted along with the notification. The SCA assesses which information must remain confidential in each case. It normally respects reasonable confidentiality claims made by the parties.

Non-confidential versions of the SCA’s decisions are usually published on its website. Additionally, any third party may request access to non-confidential versions of the documents in the SCA’s files.

The SCA co-operates with competition authorities in other jurisdictions, particularly those within the EU through the European Competition Network (ECN), and with the Nordic countries through a Nordic co-operation agreement.

The co-operation may be related to general policy matters, such as sharing experience and best practices, and be case-specific. The latter type may include:

• exchanges of information, including classified information;
• assisting other competition authorities in their investigations and receiving such assistance from them; and
• serving documents on behalf of other competition authorities.

Within the Nordic co-operation area, consent from the parties to a concentration is normally not necessary for the information to be shared. Within the ECN, the SCA may seek a voluntary waiver from the parties in order to share confidential information with other competition authorities.

The SCA also represents Sweden in the OECD and the International Competition Network (ICN).

The SCA’s decisions to prohibit a concentration or a decision to clear a concentration with conditions that are imposed by the SCA may be appealed to the Patent and Market Court. In turn, rulings of the Patent and Market Court may be appealed to the Patent and Market Court of Appeal if the latter grants a leave to appeal.

A decision to prohibit a concentration may only be appealed by the buyer, but the seller may be allowed to intervene in the appeal (this was confirmed in the recent Svensk Dos case). Notably, the SCA’s clearance decisions and its decisions to initiate an in-depth investigation of a concentration may not be appealed.

The SCA’s decision to prohibit a concentration or to clear it with conditions that are imposed by the SCA must be appealed within three weeks from the date of the decision (see 5.6 Issuance of Decisions). The Patent and Market Court must deliver its ruling within six months from the appeal, which, in turn, may be appealed to the Patent and Market Court of Appeal within three weeks. The Patent and Market Court of Appeal has three months to rule on the case. If the parties consent, or if extraordinary reasons so require, each court may extend the review period by one month at a time.

Given that few cases end up in Phase II in Sweden every year, and that concentrations are rarely prohibited (in particular, since the parties may choose to withdraw the notification before any prohibition decision is issued), court proceedings following the SCA decisions in merger cases are uncommon. However, the case law of the Swedish courts includes several examples where the SCA’s decisions were overturned, and includes a recent prohibition decision, concerning a concentration resulting in the total number of market players being reduced from three to two (in the Svensk Dos case) that was annulled by the Patent and Market Court of Appeal.

No decisions by the SCA may be appealed by third parties. Unconditional clearance decisions may not be appealed at all.

Under the Swedish FDI Act, certain investments in Swedish entities conducting activities eligible for protection must be notified to the Swedish Inspectorate for Strategic Products (ISP). Notification is mandatory where the buyer or anyone in its ownership structure acquires 10, 20, 30, 50, 65 or 90% of the voting rights in a Swedish undertaking which conducts activities eligible for protection, or gains influence over the management of such an undertaking by other means. Both direct and indirect influence may trigger the notification obligation. Violations of the duty to notify may lead to administrative fines.

The FDI Act covers a wide range of activities, including those related to dual use items, sensitive personal or location data, military equipment, critical raw materials, strategic technologies, but also certain schools, food businesses, and businesses within the transport or construction sectors.

The notification obligation lies with the buyer. Transactions not subject to the mandatory filing obligation may nonetheless be investigated by the ISP if there is reason to assume that the investment may have a detrimental effect on Sweden’s security or on public order or public safety in Sweden.

In parallel, where the target company conducts activities of importance to Sweden’s national security, the seller may be required to consult with the relevant supervisory authority before the ownership of that company is transferred to a new owner under the PSA.