Firm Profile > Hammarskiöld > Stockholm, Sweden
PO BOX 2278
103 17 STOCKHOLM
- Go to...
- Firm Profile
- Main Contacts
- Lawyer Profiles
- Doing Business In
- Comparative Guides
Hammarskiöld > The Legal 500 Rankings
Banking and finance Tier 2Recent growth in Hammarskiöld’s banking and finance practice saw the recruitment of debt capital markets and direct lending expert Rasmus Fahlén from Advokatfirman Westermark Anjou AB, and the return of founding partner Per Gustaf Ekbom, who is an expert in asset-backed and real estate financings. Practice head Mattias Anjou has an impressive regulatory practice, which is applied to fintech clients’ product structuring assignments and contentious engagements for financial regulatory bodies. Aircraft financing and cross-border lending transactions for Nordic banks are also regularly handled by the group.
Other key lawyers:
Rasmus Fahlén; Per Gustaf Ekbom
‘The practice adopts a very personable, collaborative and communicative approach, listens to a range of opinions and looks to deliver creative output to address complex challenges.’
‘Mattias Anjou is a skilled communicator and tactician.’
‘They have a good knowledge regarding the regulatory requirements in Sweden and have connections to relevant people in Sweden, which helps us significantly when exploring opportunities.’
‘They are quick to understand our position, challenges and what we try to solve. They are proactive in keeping us up to speed in what they have identified and what they are looking into on our behalf.’
‘Mattias Anjou presents the facts and the options in a clear and concise manner.’
‘I’ve worked with Rasmus Fahlén. Good communication, easy to work with, straightforward, solution oriented. Very good knowledge. Very diligent.’ ‘Rasmus Fahlén is very hands-on and super responsive. Highly skilled in international financing situations.’
The Swedish Pensions Agency
Hypoteket Bolån Sverige AB
Round2 Capital Partners
Monetise Capital AB
Rockton Aviation Holding
Svenskt Industriflyg AB
Siemens Financial Services
Monetise Capital AB
Energy Tier 2
Hammarskiöld’s energy and public utilities practice is headed up Jakob Falkman, who regularly handles transactional mandates including investments, divestments and M&A deals. The group's client roster includes oil and gas companies, investors and battery cell producers; Falkman and Erik Fahlgren were recently instructed on high-value corporate joint ventures and joint research projects for battery cell sector clients. The team also provides expert regulatory advice pertaining to electricity and gas infrastructure projects.
Other key lawyers:
Folksam Mutual Insurance
Fuchs Petolub SE
AIG Europe Ltd
EU and competition Tier 2
Hammarskiöld’s EU and competition practice head Claes Langenius and key senior associate Sofia Falkner have a strong focus on investigations, acting for domestic and international corporates; recent examples included advising on cartel and abuse of dominance allegations and handling the subsequent appeals for clients in the construction, gaming and automotive sectors. The life sciences industry is a sector of expertise for Malin Albert, who is instructed on merger clearances, online competition concerns, joint ventures and distribution agreements.
Other key lawyers:
Sofia Falkner; Malin Albert
‘Experienced lawyers who have a good understanding of business needs besides being experts in their field of law.’
‘The are very competent in competition law and argue very good in court. They are brave enough to give clear advice on how to handle the day-to-day business, which makes it easier for us as a client to make our decisions.’
‘Claes Langenius – very competent, confidence-inspiring and at the same time very sympathetic. A legal advisor you could really rely on.’
‘Sofia Falkner is a rising star. Very competent, accurate and clever. Even though she is not yet a partner you can always be safe relying on her advice, even on complex matters.’
Insurance Tier 2
Hammarskiöld’s insurance practice provides non-contentious advice to domestic and international insurers, reinsurers and brokers. Recent highlights for the group included W&I insurance issues, portfolio transfers, mutualisation matters and corporate transactions including insurance M&A; the team also recently handled regulatory issues concerning the Solvency II Directive. The practice is jointly led by Lars Ulrichs, Peder Hammarskiöld, Sandra Kaznova and Erik Fahlgren.
Lars Ulrichs; Peder Hammarskiöld; Sandra Kaznova; Erik Fahlgren
‘Highly competent within insurance, very knowledgeable about our company and very responsive to our needs.’
‘The people I work with always have time for our queries and are always available. They always deliver high-quality advice and have the ability to adapt to our needs.’
‘Very high professionalism throughout the entire firm, the quality of their work is very high regardless of which lawyer you are dealing with and combined with deep legal knowledge and a client focus I am always comfortable that I get the best advice.’
‘Erik Fahlgren has a very diligent approach to the legal aspects of each case but never misses the commercial aspects of a case.’
‘Sandra Kaznova always delivers on-point advice without loosing track of the client’s needs.’
Zurich South America Invest AB
The Swedish Pensions Agency
AIG Europe Limited
Allied World Assurance Company (Europe) Limited
HCC International Insurance Company Plc
Pembroke Managing Agency Limited
Söderberg & Partners
Peder Hammarskiöld; Jakob Falkman; Erik Fahlgren; Erik Löfwall
Other key lawyers:
The Swedish Pensions Agency
Hypoteket Bolån Sverige AB
Round2 Capital Partners
Monetise Capital AB
Rockton Aviation Holding
Svenskt Industriflyg AB
Siemens Financial Services
Monetise Capital AB
Capital markets Tier 4
Hammarskiöld’s client roster of multinational financial institutions regularly engages the capital markets practice, which is led by Carl-Johan Pousette, on bookrunning exercises. Noteworthy recent highlights saw the team providing advice to joint global coordinators on billion-SEK+ preferential rights offerings and top-market recommended public offerings. Corporate issuers are also counted on the client list and seek advice from the group on capital markets-related regulatory mandates.
‘Very experienced senior attention.’
‘Carl-Johan Pousette stands out in being one of the most experienced capital markets legal advisers in the Swedish market. In addition, he is very pragmatic and business minded and always gives clear, well-founded and actionable advice.’
Bauer Media Group / Zmarta Group
ABG Sundal Collier
Nordea Bank Abp
JP Morgan Securities
Goldman Sachs International
Dispute resolution Tier 4
Per Sundin and Sandra Kaznova jointly lead the dispute resolution team at Hammarskiöld, which handles commercial litigation for domestic and international parties including clients in the construction and insurance sectors. Peder Hammarskiöld is a key name for competition litigation, while Claes Langenius handles royalty disputes for premier media clients. Professional services clients also regularly engage the team on damages claims.
Per Sundin; Sandra Kaznova
Other key lawyers:
Peder Hammarskiöld; Claes Langenius
‘Excellent knowledge of the Swedish market.’
‘24/7 availability in combination with highly skilled and flexible lawyers.’
‘I think the key capability is their ability to form a team with the right competencies. They are also open for dialogue on a manner with no prestige.’
‘It is not an individual but a team show, that is their true strength.’
Pensionsmyndigheten (the Swedish Pension Agency)
KPA Pensionsförsäkring AB
A number of high-profile media and entertainment clients retain Hammarskiöld for IP portfolio management work, licensing agreements and trade mark registrations; the latter is handled by co-head Malin Albert. Fellow co-head Claes Langenius is currently representing construction clients in trade mark and copyright infringement investigations and proceedings.
Claes Langenius; Malin Albert
‘Hammarskiöld provides us with valuable advice thanks to its broad knowledge and understanding of a wide area of business, with short response times.’
Scania CV AB
AB Svenska Spel
Pontus Group AB
Hammarskiöld > Firm Profile
The firm: Hammarskiöld & Co offers a comprehensive legal service to clients with international business interests, focusing on M&A, banking and finance, capital markets, litigation and arbitration, intellectual property and technology, media and telecoms, EU and competition law. The firm places special emphasis on client service and even though it has formed a number of specialist groups, the lawyers work in teams that are client-centred.
Hammarskiöld & Co has extensive contacts with leading law firms around the world but also remains an independent law firm and is not a member of any alliance or network. Therefore, the firm can link its corporate clients with the very best foreign law firm in each jurisdiction for particular areas of work. All of the firm’s lawyers have experience in other jurisdictions and the firm is proud of its international approach.
Areas of practice
Mergers and acquisitions: the firm has a well-known M&A practice. The firm’s transactions in this area range from small private acquisitions to large cross-border takeovers of listed companies. The firm’s lawyers have regularly acted for both sellers and buyers. During the last few years, Hammarskiöld & Co has advised on several very significant and large cross-border M&A transactions in Sweden.
Banking and finance: the practice covers all areas of banking, financial and security law, including secured and syndicated loan transactions, structured finance, project finance, leasing, as well as corporate restructurings and regulatory work.
Capital markets: Hammarskiöld & Co offers a full service to each of the actors that participate in these markets, frequently advising clients on matters including access to primary and secondary markets, market regulation, and stock exchange issues. Both national and international clients depend on the firm’s wealth of experience to ensure their companies benefit from the full potential of the capital markets.
Dispute resolution: Hammarskiöld & Co deals with commercial litigation, national and international arbitration, and ADR. Its lawyers are often involved in cases before the Swedish Courts, including the Supreme Court, and have participated in matters under the rules of international arbitration institutes and the Stockholm Chamber of Commerce both as arbitrators and as counsel.
IP/TMT: Hammarskiöld & Co specialises in intellectual property, IT/telecommunication, media and entertainment, trade marks and patents, copyrights, licensing, franchising and marketing law. The firm’s lawyers participate in the negotiation of license outsourcing agreements and advise on all aspects of the IT/telecoms area. They have gained a solid reputation for their work in the music, TV, entertainment business, and IT and telecommunications.
EU and competition: Hammarskiöld & Co has earned an enviable reputation in matters of competition and EU law. The firm handles some of the most challenging domestic and international competition law issues, including competition litigation, cartel investigations, dominance issues and merger control matters.
Compliance and investigations: Hammarskiöld & Co has extensive experience in a broad range of corporate governance, risk management and compliance issues, including those associated with competition laws, anti-corruption laws, fraud and market abuse. It also advises on the laws and regulations targeting the financial sector, the insurance sector, the consumer products sector and many other industries.
Employment: services range from employment consequences of corporate acquisitions with cross-border implications, outsourcing and reorganisations, to employment agreements, employee terminations and employment-related court proceedings and arbitrations.
Insurance and reinsurance: the firm’s specialist practice in this area consists of both domestic and international insurance transactions, including mutualising and demutualising, acquisitions and transfers of insurance companies and/or portfolio restructuring and financing of insurance operations. The insurance lawyers of Hammarskiöld & Co also have broad experience in assisting companies in insurance and reinsurance related arbitrations and litigations.
Healthcare and life sciences: Hammarskiöld & Co offers healthcare service companies, pharmaceutical/biotech and medtech companies in-depth understanding of this specialist sector. The firm’s lawyers regularly advise clients on contentious and non-contentious matters such as industry-specific regulatory matters, as well as in relation to private and public transactions. We have also gained valuable insights into issues of co-operation between the industry and the healthcare sector, such as sponsoring, conducting clinical trials and marketing questions. The practice also covers drafting and negotiating valuable license, distribution and other research and development agreements or advising in relation to public procurement of industry-specific products and services.
|Banking and finance||Peder Hammarskiöld|
|Banking and finance||Per Sundin|
|Banking and finance||Erik Fahlgren|
|Banking and finance||Mattias Anjou|
|Dispute resolution/litigation and arbitration||Peder Hammarskiöld|
|Dispute resolution/litigation and arbitration||Per Sundin|
|Dispute resolution/litigation and arbitration||Lars Ulrichs|
|Dispute resolution/litigation and arbitration||Sandra Kaznova|
|Intellectual property and technology, media and telecoms||Claes Langenius|
|EU and competition||Claes Langenius|
|EU and competition||Malin Albert|
|Compliance and investigation||Peder Hammarskiöld|
|Compliance and investigation||Claes Langenius|
|Compliance and investigation||Lars Ulrichs|
|Compliance and investigation||Jakob Falkman|
|Compliance and investigation||Mattias Anjou|
|Compliance and investigation||Erik Fahlgren|
|Compliance and investigation||Sandra Kaznova|
|Compliance and investigation||Erik Löfwall|
|Compliance and investigation||Carl-Johan Pousette|
|Insurance and reinsurance||Peder Hammarskiöld|
|Insurance and reinsurance||Per Sundin|
|Insurance and reinsurance||Lars Ulrichs|
|Insurance and reinsurance||Jakob Falkman|
|Insurance and reinsurance||Mattias Anjou|
|Insurance and reinsurance||Erik Fahlgren|
|Insurance and reinsurance||Erik Löfwall|
|Capital markets||Carl-Johan Pousette|
|Capital markets||Peder Hammarskiöld|
|Capital markets||Erik Fahlgren|
|Capital markets||Mattias Anjou|
|Healthcare & Life Sciences||Malin Albert|
|Capital markets||Erik Löfwall|
|Ms Malin Albert||Partner||View Profile|
|Mr Mattias Anjou||Mattias Anjou is Managing Partner and the head of Hammarskiöld´s Banking &…||View Profile|
|Mr Magnus Bohman||General Corporate Practice Mergers and Acquisitions||View Profile|
|Mr Erik Fahlgren||Main areas of work are mergers and acquisition, capital markets, banking and…||View Profile|
|Mr Jakob Falkman||Mr Falkman specialises in mergers and acquisitions, energy and public utilities law…||View Profile|
|Peder Hammarskiöld||Peder Hammarskiöld specialises in Mergers and Acquisitions, Capital Markets, Dispute Resolution and…||View Profile|
|Ms Sandra Kaznova||Main areas of work are arbitration and litigation, corporate and commercial law,…||View Profile|
|Erik Löfwall||Main areas of work are Mergers and Acuisition, Capital Markets, Employment Law…||View Profile|
|Mr Claes Langenius||Specialising in competition law matters (cartel and abuse of dominance cases and…||View Profile|
|Mr Carl-Johan Pousette||Carl-Johan Pousette is Chair of Hammarskiöld’s Capital Markets practice area.||View Profile|
|Mr Per Sundin||Mr Sundin specialises in litigation and arbitration and is active in both…||View Profile|
|Mr Lars Ulrichs||Specialises in M&A and dispute resolution. He advises Swedish and international companies…||View Profile|
Staff FiguresNumber of lawyers : 30
LanguagesEnglish French German
OtherManaging partner : Sandra Kaznova
The work environment at Hammarskiöld & Co is shaped by the fundamental view that all people have equal value. Hammarskiöld & Co hires lawyers and administrative staff with the best qualifications, with no regard to gender, ethnic origin, age, religion, functional disability or sexual orientation. We strive to match our clients in terms of diversity in order to make sure that we are perceived as a diverse employer by our clients. Diversity is important in order for Hammarskiöld & Co to be considered as an attractive workplace where people feel welcome, comfortable and are able to develop. Finally and perhaps most importantly, a diverse group of people will create better results for our clients.
Doing Business In
1. 5 REASONS TO DO BUSINESS IN SWEDEN
Below we have listed five main advantages of doing business in Sweden:
1. Sweden is an impressive supplier of innovative solutions and products in a broad range of business areas particularly in the tech sector. Sweden is being regarded as an incubator for high-tech start-ups. The Swedish consumers are open and susceptible to new ideas and new technology and many companies use Sweden as a test market for new products and solutions.
2. By doing business in Sweden you will have access to the Nordic market and, since Sweden is a member of the European Union (“EU”), also to the market consisting of all the EU member states.
3. Sweden is a country that values research and education. There is close academic and industrial collaboration, which facilitates innovative business ventures.
4. Sweden is a country with a high level of productivity, low company taxation and is well positioned when it comes to education and health care levels.
5. Limited bureaucracy and administrative hurdles facilitate business operations in Sweden.
2. THE SWEDISH BUSINESS ENVIRONMENT
The Swedish economy had a robust growth between 2016 and 2018, sustained by growing public spending, domestic demand and exports. In 2019 the economy slowed down and GDP increased moderately. Together with Denmark, Finland and Norway, Sweden forms part of the Nordic market which is the 11th largest economy in the world.
Industry, telecommunications and IT, as well as new technologies and biotechnologies are important and successful business sectors
The industrial sector is a significant business sector in Sweden and is spearheaded by internationally renowned companies such as Volvo, Ericsson, Scania, AstraZeneca, AtlasCopco, Electrolux, Ikea, TetraPak and H&M. Important manufacturing include industrial equipment, paper, electronic equipment, industrial food processing and pharmaceutical products. Telecommunications and IT as well as new technologies and biotechnologies are also important and successful business sectors.
Sweden is an important country for start-ups
Due to the close academic and industrial collaboration between companies and the Swedish universities, Sweden is a successful country when it comes to start-up companies. There is also close collaboration between the universities as such. The Stockholm School of Entrepreneurship is a collaboration between Stockholm University, the Royal Institute of Technology (KTH), Stockholm School of Economics, Karolinska Institutet (KI) and the University College of Arts, Crafts and Design (Konstfack) and the aim is to provide the students with education, training and inspiration in applied entrepreneurship.
Sweden has produced a number of highly successful start-up companies such as the video game developers King and Mojang, the fin-tech companies Klarna and IZettle, and the music streaming service Spotify.
Trends relating to publicly traded companies
The Swedish IPO market has been notably strong in recent years. 2019 turned out to be a rather solid year, although not as strong as the previous years, in terms of, inter alia, the number of listings (where 2017 was a record year). The sectors with the most listings during 2019 were real estate and pharmaceuticals.
As a consequence of the continued favourable market conditions of the securities markets (with indices reaching all-time high levels), IPOs have continued to play an important role with respect to exit strategies of e.g. private equity companies.
3. BUSINESS VEHICLES IN SWEDEN – THREE MAIN CATEGORIES
Three main categories of business vehicles
With regard to the formation of companies in Sweden, there are three main categories of business vehicles; limited liability companies (Sw. aktiebolag, “AB”), unlimited partnerships (Sw. handelsbolag, “HB”), and limited partnerships (Sw. kommanditbolag, “KB”). A foreign company may also choose to conduct its business in Sweden through a Swedish branch (Sw. filial).
Generally the most commonly used business form in Sweden is the limited liability company. With regard to foreign companies seeking to establish presence in Sweden, they typically tend to choose to do so through a limited liability company or through a branch, rather than through an unlimited or limited partnership.
Limited liability companies
In a limited liability company, the shareholders are not liable for the company’s obligations. Limited liability companies are divided into two categories; private and public companies. Only public companies may issue shares to the general public. There is also a difference in the minimum required share capital, where public companies must have a share capital of at least SEK 500,000, and private companies only SEK 25,000.
In an unlimited partnership, the partners are jointly and severally liable for all of the partnership’s obligations. In a limited partnership, at least one of the partners must assume unlimited liability for the partnership’s obligations. The other partners, however, are not liable for such obligations.
A branch constitutes a local division of a foreign limited liability company, and is in other words not a company that is incorporated in Sweden. As the branch is part of the foreign-based company, and not a separate legal entity, the owner’s liabilities depend on the legal structure of the foreign company. A branch must be registered with the Swedish Companies Registration Office (Sw. Bolagsverket).
4. THE CORPORATE GOVERNANCE MODEL FOR SWEDISH LIABILITY COMPANIES
Voting rights and economic rights
The general rule is that all shares of a Swedish limited liability company hold equal rights. However, the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)) provides for the possibility to assign different rights to different classes of shares, both with regard to voting rights and economic rights. However, no share may carry a voting right that is ten times higher than that of any other share in the same company.
The Swedish Companies Act sets out the basic governance model for Swedish limited liability companies. In short, the Swedish Companies Act specifies that each public Swedish limited liability company must have three decision-making bodies in a hierarchical structure to one another: (i) the general meeting of the shareholders (Sw. bolagsstämma), (ii) the board of directors (Sw. styrelse) and (iii) the CEO (Sw. verkställande direktör). Publicly listed companies are also required to have at least one approved or authorized auditor. The auditor is to be appointed by the general meeting of the shareholders.
In addition to the Swedish Companies Act, many publicly listed companies must apply the Swedish Corporate Governance Code (Sw. Svensk kod för bolagsstyrning) (on a “comply or explain” basis), which sets out “best practices” for what is to be considered “good” corporate governance in Swedish limited liability companies whose shares or depositary receipts are listed on a regulated market in Sweden.
The general meeting of the shareholders
The general meeting of the shareholders is the supreme decision-making body of a Swedish limited liability company. It constitutes the forum where the shareholders of the company may exercise their influence over the company. Each shareholder has a statutory right to participate in the shareholders meeting and to vote (in person or by way of proxy) based on the number of shares owned.
The general meeting of the shareholders can decide upon any company matter, excluding such decisions that fall within the exclusive competence of the board of directors (e.g. dividend proposals), the CEO or the auditor. Furthermore, the general meeting of the shareholders has exclusive decision-making power in certain matters, such as amendments to the articles of association or the appointment of board members and the auditor(s). In general, resolutions at the general meeting of the shareholders are passed by simple majority vote, however certain decisions require qualified majority.
The board of directors
The board of directors is the second highest decision-making body and the highest executive body. The board of directors has a very broad mandate and may decide upon more or less all operational matters as well as any other matters which do not fall within the exclusive competence of the general meeting of the shareholders, the CEO or the auditor(s). The members of the board of directors are appointed by the general meeting of the shareholders. The board of directors is responsible for the administration of the company and management of the company’s affairs. For example, the board of directors is responsible for setting out the overall operational goals and long and short term strategies for the company as well as adopting decisions which are not of a “day-to-day” character. Any decision that has a long term effect on the company should, in principle, be adopted by the board of directors.
The board of directors is further responsible for allocating work and duties between the board of directors on the one hand, and between the CEO and other by the board established committees (e.g. remuneration committee), on the other. The board of directors must introduce written instructions on how matters, outside the “day-to-day” business of the company, shall be reported to the board of directors.
It should be noted that the Swedish Companies Act stipulates that the members of the board of directors are subject to a duty of loyalty towards the company, entailing a fiduciary duty for the board members to always act in good faith as an independent corporate body and always act in the best interests of the company. This duty of loyalty further includes that the board members observe strict confidentiality in relation to information they have obtained in their capacity as members of the board of directors.
The role of the CEO is mainly to administer and manage the “day-to-day” operations of the Company, in accordance with the instructions and guidelines provided by the board of directors. The “day-to-day” management of the company entails, inter alia, making decisions regarding the operations that are of regular nature and monitor the work of the company’s employees. What falls under the term “regular nature” is of course dependent upon several factors, including the size and nature of the company’s business. Any matter of unusual or exceptional nature, taking into account the scope and nature of the company’s business, is not considered to form part of the “day-to-day” management.
5. DOING PRIVATE AND PUBLIC M&A – KEY ITEMS TO KEEP IN MIND WHEN CONSIDERING OR CARRYING OUT M&A TRANSACTIONS IN SWEDEN
Private M&A transactions in Sweden
As regards business acquisitions of limited liability companies in Sweden, the most common structure is to acquire all shares of the target company. However, the acquisition may also be carried out as an asset transfer. The second alternative may be more beneficial under certain circumstances, for example if the target company holds assets and/or liabilities that the buyer wishes to exclude from the transaction or if regulatory clearances prevent a share deal.
The most predominant form of payment in Swedish private M&A transactions is cash payment. However, payment in shares or a combination of shares and cash is also permitted and commonly used.
The most important steps of a private M&A transaction in Sweden are:
– Pre-contractual arrangements, e.g. entering into a letter of intent, for the purpose of facilitating further negotiations between the seller and a prospective buyer.
– The buyer will conduct a due diligence review (business, financial, tax, legal, technical, environmental etc.), based on the information provided by the seller (usually in virtual a data room). The need for a buyer to be thorough when conducting its due diligence review is underlined by the fact that it is market practice in Swedish private M&A share sale and purchase agreements, that all information included in the due diligence data room in reasonable detail and context is considered “disclosed” to the buyer in a way that excludes seller liability, in case of breach of a seller’s warranties where the circumstances constituting the breach are fairly disclosed in the data room.
– The parties entering into a sale and purchase agreement, including provisions on inter alia purchase price mechanisms (for adjusting the price between signing and closing), provisions on warranties (including warranty periods, warranty thresholds, etc.), conditions precedent (e.g. obtaining relevant regulatory approval from supervisory authorities), non-compete clauses and confidentiality clauses.
– It should be noted that the use of warranties & indemnities insurances is common in Swedish private M&A transactions to limit the seller’s liability in case of warranty breaches.
Public M&A transactions in Sweden
An acquisition of a publicly listed company in Sweden will most often be structured as a friendly takeover offer to the shareholders of the target company and it is customary to seek approval from the board of directors of the target company as well as certain majority shareholders (prior to launch of the offer).
Without going into detail regarding the process for an acquisition of a publicly listed company, a few items may be highlighted that should be kept in mind when contemplating a public M&A transaction in Sweden:
– The scope of a due diligence is often more limited compared to a private deal. It is up to the target board of directors to resolve whether it considers an offer to be of a serious nature and, if so, whether it should allow for the offeror to receive detailed information for due diligence purposes. However, it should be noted that the target board of directors is in all situations obligated to act in the best interest of the shareholders of the target company. The Swedish Takeover Rules require that a due diligence exercise is equally applied among competing offerors and, consequently, the board of directors of the target company will in most cases be compelled to disclose the same information to competing offerors, with the exemption of e.g. the case where an offeror is a competitor to the target company.
– As a general rule, offer-related arrangements in public M&A transactions are normally not permissible in Sweden, albeit with certain exemptions for confidentiality commitments and non-solicitation undertakings.
– With respect to companies listed on a regulated market in Sweden, an offeror (as well as anyone else) is required to notify the Swedish Financial Supervisory Authority and the target company as soon as possible, but at the latest normally three trading days following the day on which the party with a duty to notify entered into an agreement regarding the acquisition or transfer of shares or any other change to the shareholding occurred, when such change in shareholding entails that the offeror’s holding (including e.g. shares held in treasury and shares held by subsidiaries) reaches or exceeds, or falls below, any of the following percentages of the target company’s total shares or voting rights:
- 5% and every subsequent 5%, up to and including 30%.
It could be noted that the disclosure requirement applies not only to shares, but also to depositary receipts entailing a right to vote for the shares which the depositary receipts relate to, financial instruments which entitle the holder to purchase already issued shares as well as financial instruments having an economic effect similar to that of financial instruments that entitle the holder to purchase already issued shares.
The Swedish Financial Supervisory Authority will make the relevant information public.
6. FOREIGN INVESTMENTS
There are generally speaking no restrictions discriminating foreign investments in Sweden, and a shareholder of a Swedish company may reside anywhere in the world. It should nevertheless be noted that some businesses require licenses. For example, foreign banks with subsidiaries or branches in Sweden must be authorized by, and/or registered with, the Swedish Financial Supervisory Authority.
7. THE SWEDISH LEGAL SYSTEM
A civil law system
The Swedish legal system is a civil law system, based primarily on statutes and regulations which are supported by preparatory works and case law. Sweden has no federal system.
Since Sweden is a member of the EU, a large amount of the legislation affecting Sweden is enacted by the EU. Some of these laws are directly applicable without any actions from the Swedish Parliament, while others must be implemented in Swedish legislation before they can take effect. With regard to EU laws, the main source of interpretation is verdicts from the Court of Justice of the EU.
The Swedish courts
There are three kinds of courts in Sweden; the general courts, the administrative courts and the special courts.
The general courts handle criminal and civil cases and also decide on matters like adoption, bankruptcy and special representatives. The court of first instance is the District Court. There are 48 district courts spread out in the country, each court covering a certain district and thus trying cases with a certain link to that particular district. Verdicts of the District Court may be appealed to the Court of Appeal (there are six courts of appeal covering different parts of the country) and ultimately to the Supreme Court. For certain cases to be tried by the Court of Appeal, one must first be granted a leave to appeal. A leave to appeal is always required for a case to be tried by the Supreme Court.
The administrative courts handle disputes between the community and individuals, for example tax and social insurance cases.
A special court resolves disputes within a certain legal area, such as the Labour Court, the Land and Environment Court (which mainly handles environmental cases and cases regarding property registration or planning and building matters) and the Patent and Market Court (which handles cases and matters concerning intellectual property law, competition law and marketing law).
8. DISPUTE RESOLUTION
Public court proceedings
As a general rule, all court hearings are public and all documents handed in to the courts will become official documents that can be accessed by the public. This is one of the key reasons why Swedish commercial contracts often include arbitrations clauses.
Civil disputes may also be resolved outside the public court system through the arbitration institute. The arbitration procedure is usually quicker than the public court proceedings and offers more flexibility since the parties may agree on the detailed procedure. The parties may also agree to keep the procedure confidential. Another advantage of arbitration is that the parties are able to appoint arbitrators who will solve the dispute, which means that they may choose arbitrators with the desired competence and expertise needed to solve the dispute at hand. The arbitration procedure renders an arbitral award which is enforceable in the 150 countries that have ratified the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Arbitration is a one-instance procedure and thus, it is not possible to appeal an arbitration award on material grounds.
The Stockholm Chamber of Commerce is a popular forum for arbitration
The Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”) is a very popular forum for solving international disputes and the SCC is also one of the world’s leading institutes for resolving investment disputes. For the SCC to have jurisdiction to solve a dispute, the parties must have agreed that the dispute shall be resolved by arbitration under the SCC Arbitration Rules. Usually the parties include an arbitration clause in their business agreement but the parties can also agree to settle the dispute by arbitration after the dispute has arisen.
9. INTELLECTUAL PROPERTY RIGHTS AND BUSINESS SECRETS – HOW TO PROTECT THEM
Categories of intellectual property rights
The categories of intellectual property rights in Sweden are patents, trade marks, registered designs, copyright and trade secrets. When conducting business in Sweden, it is important to know the relevant rules regarding scope, legal requirements, registration processes and length of protection etc., in order to ensure that intellectual property assets of the company are protected against infringements.
It should initially be noted that intellectual property rights in general have been subject to rather extensive legislative measures (e.g. directives and regulations) from the legislative bodies of the EU. Consequently, the intellectual property rights of the member states of the EU have been harmonized to a rather large extent.
A patent comprises an exclusive right to exploit/use an invention. In order for an invention to be patentable, certain requirements have to be met, for example that the invention has to be “new”, materially differ from any previous inventions and involve an inventive step and be industrially applicable.
Protection of patents is obtained by applying for a registration of the patent with the Swedish Patent and Registration Office (Sw. Patent- och registreringsverket,“PRV”). If the patent application is accepted by the PRV, protection is obtained.
A registered patent remains valid and the holder enjoys protection of the patent for a maximum of 20 years following the date of application, subject to the holder of the patent paying the annual renewal fees.
Trademark protection entails an exclusive right to use the trademark in relation to goods and/or services and in marketing. In order for a trademark to be granted protection the mark/symbol must reach a certain level of distinctiveness (trademarks cannot solely be descriptive of goods and services). Furthermore, the trademark must not be confusingly similar to other trademarks. There are several other requirements or possible hindrances in registering a trademark, detailed in the Swedish Trademarks Act (Sw. Varumärkeslagen (2010:1877)).
Trademark protection can be obtained either by (i) filing an application to have a trademark registered with the PRV or (ii) obtain protection “through use” in situations where the trademark has reached a certain level of notoriety. For the sake of clarity, trademark protection through use does not require a formal registration with the PRV.
You are able to maintain trademark protection indefinitely. However, if the protection has been obtained through registration with the PRV, the registration must be renewed every ten years.
Registered designs offer protection for the appearance or features of a product, for example the colour or shape of the product, preventing others from using the design. In order to obtain protection as a registered design, the design must be new, be of an individual character and the design must not be solely determined by the product’s technical function.
The protection is obtained by filing an application for registration with the PRV and, assuming that the application is accepted, the registered design is protected for a maximum of 25 years, subject to payments of renewal fees every five years.
Copyright protection entails an exclusive right for the copyright holder to make copies of the work and to make it available to the public (commonly referred to as the economic rights). The Swedish Copyright Act (Sw. lagen (1960:729) om upphovsrätt till litterära och konstnärliga verk) however, contains certain exemptions from the exclusive rights, it is for example permitted to produce copies for private use or to produce certain temporary copies of works. Copyright protection is granted to any work of literary or artistic nature, assuming that the work in question reaches a certain level of originality and distinctiveness (Sw. verkshöjd).
Copyright protection does not require any registration proceedings but arises automatically in connection with the work being created (and assuming that the requirements set out above are met). Furthermore, there is no possibility to have copyright protection registered in Sweden. The length of the protection varies depending on the type of work, but the general rule is that copyright protection lasts up until and including the 70th year following the death of the original author/creator of the work in question.
Another category of intellectual property rights within the Swedish jurisdiction is that of trade secrets, governed by the Swedish Trade Secrets Act (Sw. lagen (2018:558) om företagshemligheter). Trade secrets can comprise both technical and non-technical information within a company, such as records of customers and suppliers as well as business plans or strategies. Given certain requirements, e.g. that the holder of the trade secret has taken reasonable steps to ensure the confidentiality of the trade secret and the disclosure of the trade secret would harm the holder (from a competition standpoint), the Swedish Trade Secrets Act provides certain protection against unlawful disclosure or use of trade secrets.
Trade secrets do not require any formal registration and is protected automatically and for as long as the information is kept confidential. In cases of unlawful disclosure or use of trade secrets, both civil and criminal liability may arise.
Enforcement and remedies
The enforcement and remedies available in cases of intellectual property infringements are largely the same irrespective of which category of intellectual property right that has been infringed upon. Frequently used remedies (depending on the nature of the infringement and intellectual property right) include interim injunctions (e.g. information injunctions) and claim for damages. Under certain circumstances, criminal liability may also arise for an infringing party.
10. EMPLOYMENT LAW – WHAT TO THINK ABOUT AS AN EMPLOYER IN SWEDEN
Trade unions and their strong position in Sweden
Trade unions have a strong position in Sweden. Collective agreements (Sw. kollektivavtal) between employer and employee trade unions supplement and fill in gaps in the employment legislation.
An employer has a vast obligation according to the Employment Co-Determination in the Workplace Act (Sw. lagen (1976:580) om medbestämmande i arbetslivet) to negotiate with employee trade unions regarding changes in business activities or significant changes to employment terms and conditions. The employer must on its own initiative, negotiate with a relevant employee trade union, prior to taking decisions regarding material changes in its business activities and prior to decisions upon more significant changes to the working or employment terms and conditions for employees who are members of that trade union.
An employee trade union is entitled to negotiate with an employer on any matter relating to the relationship between the employer and any member of the trade union who is, or has been, employed by the employer. Upon the request of an employee trade union, an employer must, as a general rule, negotiate with the union before taking or implementing a decision which affects a member of that trade union.
An employee who has been appointed by its trade union to represent the rest of the employees at a specific workplace is protected by law against reprisals et cetera due to the performance of trade union duties. According to the Swedish Union Representatives Status in the Workplace Act (Sw. lagen om facklig förtroendemans ställning på arbetsplatsen) such an employee is entitled to necessary leave in order to perform trade union duties, provided however, that the leave is not of greater scope than is reasonable and that it is not scheduled so that it significantly disrupts the due progress of work.
Strong employment protection
The employment protection is strong in Sweden. A termination by the employer must be based on objective grounds. There are two legal grounds for terminating an employment; redundancy (Sw. arbetsbrist) or personal reasons (Sw. personliga skäl).
In order to terminate an employment due to personal reasons, the employer must be able to present valid grounds for such termination. Potential grounds for termination may for example be misconduct at the workplace, difficulty to work together with the other employees or disloyal behavior (such as the disclosure of trade secrets).
As a general rule the employer must first consider whether it would instead be possible to reassign the employee. Before terminating the employment due to personal reasons, the employee must first, as a general rule, be warned that termination of the employment could be the result unless the employee changes its behavior.
The notice of termination must be made in writing and the employer must notify the employee at least two weeks before handing over the notice of termination. If requested by the employee, the employer must express the reasons for termination in writing. If the employee is a member of a trade union, the union must be notified at least two weeks before the notice of termination is handed over to the employee. The trade union will then have one week to request negotiations with the employer.
Depending on the previous duration of the employment there will be a statutory notice of termination period (Sw. uppsägningstid) of one up to six months, during which the employee is entitled to retain wages and other employment benefits. Deviations from the statutory notice of termination period (referenced above) may, under certain circumstances, be made through individual employment agreements or collective agreements.
If the employee has grossly disregarded its obligations to the employer, there may be grounds to dismiss the employee. Such dismissal is effective immediately, however the employer must notify the employee and trade union (if applicable) of the dismissal at least one week in advance.
Parental leave, annual leave and working hours
Pursuant to the Working Hours Act (Sw. arbetstidslagen (1982:673)), a normal working week in Sweden shall not exceed 40 hours of work. Overtime is permissible, but generally limited to 48 hours per every four week period, and 200 hours during a calendar year. It may be noted that the regulation of working hours does not apply to, inter alia, people in managerial positions. Further, deviation from the Working Hours Act may be determined through collective agreements.
As a main rule, the Annual Leave Act (Sw. semesterlagen (1977:480)) provides that an employee shall be entitled to 25 days of annual leave. Unless otherwise agreed, the annual leave shall be scheduled so that the employee enjoys at least four weeks of continuous holiday during the period of June to August. Although the scheduling of annual leave is normally mutually agreed upon by the employee and the employer, the employer has the final say as regards such scheduling. It should also be noted that many of the rules in the Annual Leave Act may be deviated from through collective agreements.
According to the Swedish Parental Leave Act (Sw. föräldraledighetslagen (1995:584)), both parents are entitled to parental leave and parental allowance in Sweden. The parents share a total of 480 days of parental allowance between them. 90 days of parental allowance are reserved for each parent, but outside these days, the parents are free to distribute the parental leave and allowance between them. Lastly, it should be noted that an employee is entitled to parental leave from the first day of employment.
11. THE IMPORTANCE OF PROTECTING PERSONAL INTEGRITY – THE GDPR AND HOW TO HANDLE PERSONAL DATA
Personal integrity is an important question for Swedish citizens
Personal integrity is a highly relevant and important question in the Swedish society, not least due to the vast use and influence of social media. According to an integrity report from the Data Protection Authority (Sw. Datainspektionen), three out of four Swedish citizens express a concern regarding how their personal data is being processed and one out of six have already made use of a right afforded to data subjects under the GDPR. Infringements of the GDPR may not only render considerable administrative fines and a liability to pay damages to the persons whose data is being processed, but may also create badwill for the company due to the media interest in reporting data incidents and other failure to comply with the GDPR. Thus, for a company doing business in Sweden, GDPR compliance is of high importance.
Main principles and requirements according to the GDPR
As a controller of personal data (meaning that the company is the one determining the purposes and means of the processing of personal data), the company has certain obligations according to the GDPR with regard to the processing of personal data. In short, personal data may only be collected for specific, explicitly stated and legitimate purposes, the personal data must be accurate, no more data than necessary shall be processed and the processing may only occur if there is a legal ground for the processing.
There are six possible legal grounds for processing of personal data according to the GDPR, namely that
1) the data subject has consented to the data being processed;
2) the processing is necessary for the performance of a contract to which the data subject is a party or in order to take steps at the request of the data subject prior to entering into such a contract;
3) the processing is necessary for the controller to comply with a legal obligation;
4) the processing is necessary in order to protect the vital interests of the data subject or of another natural person;
5) the processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller; or
6) the processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party.
The personal data must be erased when it is no longer necessary and the controller is obligated to protect the personal data from unauthorized access, loss or destruction. The company also has an obligation of being able to demonstrate how it complies with the GDPR. There are also vast obligations with regard to informing the data subjects of the processing and of their rights according to GDPR.
Five steps towards GDPR compliance
Below we list five initial measures to be taken towards GDPR compliance:
- Do an inventory of what personal data you process and where it is stored.
- Keep a registry of the personal data you process and the purposes for the processing in accordance with article 30 of the GDPR.
- Establish policies for the processing of personal data in order to fulfill the GDPR requirements of information to the data subjects regarding the categories of data being processed, purpose of the processing, the data subject’s rights according to GDPR et cetera. Apart from establishing a policy regarding the processing of customer data, do not forget to establish a policy with regard to your employees and their data that you process within the framework of the employment.
- As a suplement to the policies, establish clear routines regarding the processing of personal data within the company and make sure that your employees are educated regarding GDPR and the processing of personal data.
- Make sure that you have taken accurate and appropriate security measures in order to protect the personal data and formalize it in an IT security policy.
12. COMPETITION LAW – PROHIBITIONS AGAINST ANTICOMPETITIVE COOPERATION AND ABUSE OF DOMINANT POSITION
Swedish competition law
Being a member of the EU, Swedish competition law is based on the EU competition rules. Consequently, the Swedish Competition Act includes prohibitions that are practically identical to those found in the Treaty of the Functioning of the EU. In many instances, the Swedish Competition Authority (Sw. Konkurrensverket) applies the Swedish rules and the EU rules in parallel.
Prohibition against anticompetitive cooperation and abuse of dominant position
The two main prohibitions, namely the prohibition against anticompetitive cooperation and the prohibition against abuse of dominant position, are more or less a mirror of the corresponding bans in EU law. As a starting point, all agreements between undertakings, which have the distortion of competition as their object or effect, are prohibited under Swedish competition law. This entails, inter alia, that competing businesses or non-competing businesses may not form agreements on e.g. prices, market-sharing or bid rigging. However, it may be noted that non-competing businesses, in some cases, are not within the scope of this prohibition.
Further, any abuse of a dominant position is prohibited. This entails that a company may not exploit its market power, e.g. through setting its prices below its costs or through refusing to supply. Smaller businesses are not, as a starting point, within the scope of the ban.
The Swedish Competition Authority may demand that a breaching company ceases with the breaching activities. The authority may also request that the Patent and Market Court imposes a fine on the breaching company. Such fines may amount to a maximum of 10 % of the company’s annual turnover. Additionally, Swedish competition law also stipulates that damages may be payable in the event of a breach of the act. This entails that a company that has suffered damages as a result of another company’s breach of competition law, may be entitled to damages.
To sum up, there are several matters to consider when establishing a business in Sweden. Some of them are purely commercial while others require legal considerations, such as the choice of business vehicle, corporate governance and the protection of intellectual property rights, the employment law regulations and processing of personal data in compliance with the GDPR.
The advantages of doing business in Sweden are several, among other things the access to the Nordic as well as the EU market and the modern and innovative business climate. For start-up companies, the Swedish consumers’ susceptibility to new ideas and new technology makes Sweden an important platform for launching new products and new solutions.
Sweden: Mergers & Acquisitions
Published: March 2021
Authors: Erik Fahlgren Carl-Johan Pousette Marcus Tipner
This country-specific Q&A provides an overview to Mergers & Acquisitions laws and regulations that may occur in Sweden.
Published: April 2021
Authors: Malin Albert Sofia Falkner
This country-specific Q&A provides an overview to Cartels laws and regulations that may occur in Sweden.
Sweden: Merger Control
Published: October 2021
Authors: Malin Albert Sofia Falkner
This country-specific Q&A provides an overview to Merger Control laws and regulations that may occur in Sweden.