The Legal 500

On 20 October 2011, the European Commission published its proposed changes to the Markets in Financial Instruments Directive (MiFID), which has been in force since 1 November 2007.

The Swedish Capital Adequacy and Large Exposures Act (Sw. Lag (2006:1371) om kapitaltäckning och stora exponeringar) has been amended as part of the implementation of the Capital Requirement Directive (2009/111/EC) (CRD II). The Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (SFSA) has also issued detailed regulations (FFFS 2007:1) (as amended) implementing CRD II.

The Swedish Financial Supervisory Authority (Sw. Finansinspektionen) issued new regulations on 1 March 2011, introducing new requirements for financial institutions to implement remuneration policies that are consistent with their long-term financial results.

As of 1 January 2011, a new system for the supervision of the European financial market is in place.

The deposit insurance is a state-provided guarantee of deposits in respect of all types of accounts at banks and securities companies. The deposit insurance was as of 31 December 2010 increased to EUR 100,000 per customer from the previous level of EUR 50,000.

In 2009, the Swedish Government appointed a Financial Markets Committee, which during the years 2009 through 2012 will constitute a forum for discussions regarding the conditions of the financial sector in order to promote stability, confidence and efficiency.

The European Parliament approved in spring 2009 the directive (2009/65/EC) on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS-IV Directive). 

The Swedish Government has appointed a Financial Crisis Committee, which will conduct an overview of the Swedish legislation regarding crisis management within the financial sector.

On the 11 November 2010, the European Parliament voted on and approved the Alternative Investment Fund Managers Directive (AIFM Directive), which has been subject to somewhat harsh criticism both within and outside the EU.

An overview on the rules for fund operations in Sweden written by Niclas Rockborn, Nils Unckel and Patrik Danielsson.

Changes are primarily implemented in Chapter 23 and 24 in the Companies Act (2005:551) regarding simplified mergers and demergers.

In a recent case by the Swedish Supreme Court (Sw. Högsta domstolen) (T 4904-08), the burden of proof of payments made by the debtor in relation to a negotiable promissory note was placed on the creditor. Since the borrowers had not confirmed that the debt had not been paid, the transferees were not in good faith in relation to the payment of the debt.

Two years ago it was time to start the first reconstructions of real-estate companies in Sweden. Despite a stabilised market a number of similar cases will become necessary. In this article, Per Gustaf Ekbom (partner) and Malin Sandquist (partner) at Hammarskiöld & Co discuss how you will find the most important measures to take when reality knocks on the door.

The article contains an overview of the Swedish regulations on banking- and financing business. The survey covers, inter alia, licence requirements for banking and financing business, how the supervision is conducted, capital requirements, rules for owner- and management assessment and measures taken by the Swedish government to restore confidence in the Swedish financial market.

FRIENDLIER NORWEGIAN HEGDE FUNDS REGULATIONS IN FORCE July 2010 sees friendlier Norwegian hedge funds regulations entering into force – at last. New regulations lift the previous general marketing ban, implying that marketing licences shall now be obtainable.

NEW NORWEGIAN RESTRICTIONS ON NAKED SHORT SELLING As alerted in our March 2010 newsletter, the Norwegian Parliament has passed a general ban on naked short selling of securities listed on Norwegian regulated markets by way of amendments to the Norwegian Securities Trading Act. The former prohibition applicable to investment firms has been expanded and applies to all investors and intermediaries as per 1 July 2010.

This article will cover investments in Sweden through mergers and acquisitions, primarily those of banks. Generally, foreign takeovers are privately negotiated and made on an agreed basis but they may also be affected by means of a public offer.

The committee on the protection of personal privacy in working life is submitting a proposal which will supplement the Personal Data Act. Mikael Ludwigs reports on the proposal.

Parliament has decided that the share capital requirements for private limited companies are to be halved, from today’s SEK 100 000 to SEK 50 000. The change will take effect on 1 April 2010. Johan Lövbrand Nilsson reports on the decision.

From and including 1 January 2010, participation rights in partnerships and participations owned by partnerships will be treated as trade investment participation rights when taxed.

The government has proposed changes to the taxation of certain loans granted by legal entities equivalent to Swedish aktiebolag (limited companies) to related parties, and plans stop the deduction of interest paid on such loans.

A state commission has published a report in which it proposes a number of changes to the deposit guarantee in order to better protect Swedish depositors and to improve financial stability. The commission's remit was to review the measures required to further improve the efficiency of the regulatory framework and supervision of institutions that accept deposits covered by the deposit guarantee scheme.

The Swedish private equity market has soared in recent years and has emerged as highly developed and attractive to investors even in comparison with other, more established, private equity markets. Accordingly the Swedish market encompasses all existing types of private equity and venture capital transactions, ranging from buyouts by private equity houses, seed and growth investments by venture capital houses, to public-to-private transactions of large listed companies as well as venture capital houses specialised in purchasing whole portfolios of companies.

The aim of this article is to outline the possible consequences for the shareholders and board members of a Swedish limited company in case of bankruptcy.

A report on the consequences of the EU systems for trading emmission rights

The Administritive Court of Appeals has, in a not appealed decision, on the 19 June 2008, dealt with the issue of the requirments for shares in a closely held limited company to be deemed as qulified.