The Legal 500

This past year has offered some interesting cases in Sweden regarding abuse of a dominant position. In the TeliaSonera-case (cf ECJ case C-52/9) the Stockholm District Court imposed the highest fines ever ordered in Sweden, SEK 144 million (approximately EUR 15 million), for abuse of a dominant position through a margin-squeeze.

In October 2011 a remit proposing a much longed-for new national act on state aid was presented. Currently Sweden has no national legislation concerning the application of the European Union’s state aid rules.

Changes are primarily implemented in Chapter 23 and 24 in the Companies Act (2005:551) regarding simplified mergers and demergers. The motive for implementing the changes is primarily to simplify the administrative burden for companies.

The 15th of July 2010 provisions were introduced to the Swedish legislation on public procurement concerning ineffectiveness of certain contracts which had been awarded illegally. In this article we summarize the case law that has been developed in this field so far.

for the International Sale of Goods (CISG)

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is a UN convention on contracting and sales between parties residing in different countries, and was adopted in 1980. 

The Government now presents a referral from the Council on Legislation concerning proposals to new revised Swedish legislation regarding bribery. The referral from the Council on Legislation has been awaited since the Official Report of the Swedish Government was presented in June 2010.

Sweden is - in relative terms - one of the leading countries in the world within research and development. Most part of research and development in Sweden is financed by the industry, with a total contribution of 83 billion SEK in 2007.

The following results are based on an on-site survey of conference attendees, conducted by the law firm Delphi at the unquote” Nordic Private Equity Congress held in Stockholm on 31 May 2011. The survey captures the views of approximately 100 attendees representing all areas of the private equity industry.

Since late 2009 the Swedish government has been reconsidering its reservation to Part II of the UN Convention on Contracts for the International Sale of Goods (CISG) in light of a report by the Nordic Committee of Senior Officials for Legislative Affairs.⁽¹⁾ The report found that although the so-called Nordic reservation had no clear shortcomings, the relative advantages of revocation outweighed the disadvantages. Even though the report was not a formal legislative proposal, at the time of publication it seemed likely that the report would eventually form the basis of one. A recent government bill (Proposition 2010/11:97, April 28 2011) now proposes that Sweden make such a revocation.

A new Consumer Credit Act (Sw. Konsumentkreditlagen (2010:1846)) came into effect on 1 January 2011.

Here, Elisabeth Eklund and Lisa af Burén explain when a company can be subjected to a dawn raid, what kind of material the competition authorities are entitled to read and the consequences of the Akzo-case on the protection of sensitive documents.

A new version of the well-known International Chamber of Commerce (ICC) Incoterms® becomes effective on 1 January 2011. Sverker Bonde reports on the amendments and measures companies may have to take in order to comply to the changes.

From the seller's perspective, knowing the outcome of the sale process in terms of the price that it will obtain for a company is always of great importance. Usually, a buyer will make an offer to buy a company on a 'cash and debt-free' basis, meaning that the purchase price offered (ie, the enterprise value) will be adjusted up or down depending on the company's financial position at a given time to reach the actual purchase price.

New decision from Environmental Court of Appeal increases corporate liability for clean up.

Background All limited companies, foreign branches, economic associations, foundations and some general partnerships – regardless of size and revenue – are required to have an auditor, as are larger not-for-profit organizations and sole proprietorships. The Swedish requirement is in contrast to nearly all other member states of the European Union, which have exempted small companies from an audit requirement.

The technical development and growing popularity of blogs, social networks and various other types of websites with user generated content has provided companies with exciting new possibilities for spreading information and brand building through the Internet. At the same time, however, it is important for companies to carefully plan their presence in social media from a legal perspective.

The European Commission’s new rules on distribution of goods and services came into effect on 1 June. They replace the block exemption regulation 2790/1999, which has been in effect for just over ten years. Elisabeth Legnerfält and Helene Andersson highlight the most important changes in the new block exemption regulation 330/2010.

In the middle of April, the government submitted a bill to parliament proposing that small private, limited companies will be able to elect whether or not to appoint an auditor. Supposedly, the purpose of the amendments is to allow limited liability companies to decide, to the extent possible, upon the services they need for their organization and management.

A new act on commission agents has been in force since 1 October 2009. It replaced the commission agent act from 1914. A commission agent buys or sells in his/her own name but on behalf of another person. This means that the other contracting party is under the belief that s/he is entering into an agreement with a seller, e.g. a car dealer, but the financial interest lies with a third party, such as an importer who owns the car. The car dealer receives commission on the transaction, in about the same way an agent would. The person selling something for someone else (car dealer) is called a commission agent and the car importer is called the principal. However, the most common form of commission agent transaction takes place in securities on stock exchanges etc.

The code has been prepared by the Swedish Corporate Governance Board and is an instrument of self-governance for limited liability companies which are admitted to trading on a regulated market place in Sweden. It is not mandatory and a company may derogate from it on specific points.

To what extent does national law specifically regulate outsourcing transactions?

Se si citano nomi come Schweizerische Bankiervereinigung (SwissBanking), Association Suisse des Télécommunications, Zürcher AIDS-Hilfe, Schweizerische Gesellschaft für chemische Industrie si può intuire l’importanza ed il livello di diffusione della figura della Verein / associazione / association in Svizzera.

On the 8th of March 2010 International Law Office published an article "Simplified rules for limited liability companies".

Olof Myhrman and Kristina Nilsson describe the updated provisions on the supply of machinery and other mechanical, electrical and electronic equipment.

Buyers and sellers often have different views on how much a target is worth and how its value should best be determined. Normally, the valuation of a company is based on both its past performance and its projected future performance. While the seller may be confident of the company's future growth, the buyer may be reluctant to assume the risk of the company failing to perform as expected by paying the seller the whole purchase price upfront. In some cases this problem can be mitigated by the parties agreeing on the introduction of an earn-out provision into the transaction, thus spreading the risk between the seller and buyer.

The latest legal developments

The Göta Court of Appeal held in its judgment on 19 November 2008 that certain doctors could be convicted of accepting bribes – but not the suppliers. A decision which gives some food for thought…

- for faulty registration of management participation programmes in privately held companies

The rules enter into force on 1 October.

 – are higher fines to be expected in the future?

On 1 April 2009, new provisions were introduced to the Copyright Act which allow courts to order an Internet provider to disclose information regarding the personal data behind a particular IP address.

The recent pharma sector inquiry highlights a worrying use of power.

The government’s goal for IT policy is that ‘Sweden must be a sustainable information society for all’. This implies an accessible information society with a modern infrastructure and IT services of public benefit. Sweden has indeed been at the forefront in deregulating the telecom market and has encouraged the growth of competition in the broadband supplier market. According to Statistics Sweden, 71 per cent of the population had broadband internet access in 2007, with total internet penetration reaching 80 per cent.

The UN Convention on Contracts for the International Sales of Goods (CISG) was adopted in Vienna in 1980. The convention offers a uniform international sales law. It is applied by more than 75 countries, accoutning for more than 75% of all international trade in goods.

A new Swedish Competition Act entered into force on 1 November 2008. The new legislation means further harmonisation with EC competition rules and it also introduces a number of new features in order to enhance cartel enforcement. One of the new features is the introduction of disqualifi cation orders. The rules regarding fines have become both clearer and stricter in an aim to enhance legal certainty. Furthermore, it is now possible for companies to enter into settlement agreements with the Swedish Competition Authority (the “NCA”). As regards merger control, the rules are harmonised with the EC merger regulation through the introduction of the SIEC test. In addition, new turnover thresholds have been implemented. Helene Andersson and Elisabeth Legnerfält, lawyers at Advokatfi rman Delphi in Stockholm have summarised the most important developments.

The new Swedish Marketing Practices Act, which came into force in July 2008 in order to implement an EU directive, sets out certain requirements regarding price information that has to be provided to consumers. In brief, the effect is that it is no longer permitted to refer to approximate or recommended prices in marketing material; if a price is mentioned, then it shall be the exact amount.

The European Commission appears unaffected by criticism of its use of dawn raids in the pharma inquiry: chief economist Vincent Verouden not only defends the raids but indicates this may be the Commission's new approach in all sector inquiries. This would be a step too far - dawn raids in sector inquiries are nothing less than fishing expeditions, say Helene Andersson and Elisabeth Legnerfält of Advokatfirman Delphi.

The national competition legislation applicable in Sweden is the Competition Act (2008:579) (the Act). The primary provisions applicable are chapter 2, section 1 (the national equivalent to article 81(1) EC) and chapter 2, section 2 (the national equivalent to article 81(3) EC).

Must foreign designers or contractors enter into a joint venture with a local contractor to design, build and be paid for their work? Does the law require that the local contractor control the joint venture?

On 1 July 2008 a new Marketing Practices Act entered into force. The new act implements Directive 2005/29/EC on unfair commercial prectices and implies some new aspects for Swedish companies to take into consideration.

In its decision of 10 September 2008, the Market Court held that eight retailers of Volvo and Renault cars in Southern Sweden were guilty of fixing sales prices and discounts on new cars, dividing the market for new car sales and fixing acquisition and sales prices on used cars.

A new Swedish Competition Act will enter into force on November 1, 2008. The Act was passed by Parliament on June 11, 2008. The new legislation means further harmonisation with EC competition rules and it also introduces a number of new features in order to enhance cartel enforcement.

On November 21, 2007, the Swedish parliament passed the Act on Public Procurement (PPA) for the public sector and the Act on Public Procurement for the utilities sector (PPAU). The two acts were initiated by virtue of EC Directives 2004/17 and 2004/18, replacing the earlier directives that were the foundation for the existing Swedish legislation from 1992. The PPAU implements EC/2004/17 whereas the PPA implements EC/2004/18, and both entered into force January 1st 2008. Both laws shall, according to the transitional regulations, be enforced in respect of contracts initiated after this particular date. For the purposes of the acts, a public procurement has been "initiated" once the contracting authority has decided which procedure should be used or at the latest when the authority by an advertisement or in any other way asks for tenders. Hence, the previous act “Lagen om offentlig upphandling” (LOU) still applies to any public procurement initiated before January 1st 2008.

The UN Convention on Contracts for the International Sale of Goods explained.

The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) established a comprehensive code of legal rules regarding contracts for international sales of goods, including the obligations of the buyer and seller and remedies for breach of contract. CISG entered into force on 1 January 1988 and has been ratified by both China and Sweden.

It started in 1974 after a symposium in Copenhagen. Or maybe it started hundreds or even thousands of years before that. Either way, the Commission on European Contract Law has responded to the need for uniformity in the law of obligations in the European Union by publishing a second, enlarged, edition of its Principles of European Contract Law.