Firm Profile > Hammarskiöld > Stockholm, Sweden

Hammarskiöld
SKEPPSBRON 42
PO BOX 2278
103 17 STOCKHOLM
Sweden

Banking and finance Tier 2

With particular strength in regulatory expertise, Hammarskiöld's team head Mattias Anjou also routinely advises global institutions, fintech startups and public bodies (including the Swedish Pensions Agency) on credit fund structuring issues, financial product implementation, licensing applications for the provision of financial services and strategic business advice. The group also handles core lending and borrowing mandates including acquisition finance transactions for private equity borrowers and revolving facility arrangements for international lenders.

Key clients

Citibank

Mastercard Europe

The Swedish Pensions Agency

Länsförsäkringar

BNP Paribas

Hypoteket Bolån Sverige

Strukturinvest Fondkommission

Round2 Capital Partners

Monetise Capital

Energy Tier 2

Hammarskiöld handles energy-related M&A, investments and divestment transactions, with recent work comprising mandates in the wind power, electricity distribution and battery cell production fields. Jakob Falkman heads up the team and provides regulatory support to clients in the oil and gas, biofuels and energy transmission industries. Lars Ulrichs is the key contact for energy-related commercial disputes.

Key clients

Alpiq

Folksam Mutual Insurance

Statoil

Fuchs Petolub SE

Neste

AIG Europe Ltd

BNP Paribas

Morgan Stanley

SEB

Ahlstrom-Munksjö

Lietuvos Energija

PGNiG

EU and competition Tier 2

As a key area of focus for Hammarskiöld, the EU and competition team, which includes practice head Claes Langenius and highly praised senior associate Sofia Falkner, often acts in high-profile cartel and abuse of dominance cases before the Swedish and EU authorities. Clients include state-owned betting companies, financial institutions and heavy vehicle manufacturers. On the merger control side, new recruit Malin Albert (who joined from Setterwalls) handles merger filings and has a particular emphasis on the life sciences sector.

Testimonials

The competition law team has been brave enough to give us clear recommendations even though the legal situation has been unclear. This has been of great importance to the company when making decisions on how to handle a complex situation.

Claes Lengenius is very competent as has lengthy experience.

Sofia Falkner is very competent and clever. She has learnt our business very fast and is able to give us relevant and good assistance with all questions. Her recommendations are always clear and easy to apply.

Key clients

Svenska Spel

Länsförsäkringar

Scania

Scania Bilar

Neste

Altor

Hannover Re

Swedavia

MasterCard

Universal Music

Insurance Tier 2

Hammarskiöld counts a number of Swedish and international insurance corporates on its client list, which group co-heads Lars Ulrichs, Peder Hammarskiöld and Per Sundin advise on portfolio transfers, insurance-related M&A, regulatory compliance issues and high-value claims. Sandra Kaznova is the go-to name for insurance coverage disputes.

Testimonials

The team is extremely dedicated with a very good in-depth knowledge of the relevant legal aspects. They generally take a commercial approach to each problem while always maintaining high integrity. A very high-standard firm but with a personal touch in the client/attorney relationship.

Erik Fahlgren is very service minded, experienced and capable but always with a professional integrity.

Sandra Kaznova is a very knowledgeable and experienced insurance and litigation lawyer who takes a personal interest in your case.

Key clients

Folksam

Länsförsäkringar

Trygg Hansa

Zurich South America Invest AB

The Swedish Pensions Agency

Hannover Re.

AIG Europe

Allied World Assurance Company (Europe)

HCC International Insurance Company

Pembroke Managing Agency

RiskPoint AB

XL Caitlin

Capital markets Tier 3

The capital markets team at Hammarskiöld routinely advises the firm’s local and international investment banking clients as underwriters for IPOs and share listings on the Nasdaq main and First North markets. Practice head Carl-Johan Pousette also handles mid-cap direct share issuances, relistings and public takeovers for corporate and private equity clients.

Key clients

SEB

DNB Markets

Scania

Bauer Media Group

Zmarta Group

Jefferies

ABG Sundal Collier

Altor

SBB

Atvexa

Poolia/Uniflex

Oncology Venture

Commercial, corporate and M&A Tier 3

Hammarskiöld leverages its relationships with European and US firms to act as local counsel on high-value global M&A transactions for significant private equity firms and corporate clients. Recent highlights saw group leader Peder Hammarskiöld, Erik Löfwall and Jakob Falkman handle strategic acquisitions and divestments in the IT, infrastructure, pharmaceuticals and renewable energy sectors. The team also leads on mid-cap domestic transactions including public takeovers, and also provides strategic advice on commercial supply agreements. Newly promoted partner Magnus Bohman is also developing the firm’s venture capital practice.

Key clients

Scania

Snap-on Inc.

Altor

Euroapotheca UAB

Länsförsäkringer

Alpha Private Equity

AIG Europe Ltd.

Fuchs Petrolub SE

Folksam

IKEA

Q-Park

CapAgro SAS

Oncology Ventures

Poolia/Uniflex

AB Svenska Spel

Atvexa

Sumitomo Group

Entusiast Gaming Holdings Inc.

APG Strategic Real Estate Pool N.V.

KKR

Bauer Media Group

Hold IT Communications AB

Teracom AB

Findos Investors GmbH

Dispute resolution Tier 4

Noteworthy names in Hammarskiöld’s dispute resolution practice include group head Per Sundin, Sandra Kaznova and Lars Ulrichs, who are praised for their expertise in commercial arbitration and litigation for domestic and international insurance, pensions, financial services and telecoms companies. Recent mandates include high-value counterclaims, cartel litigation (the team acted as local counsel to a participant in the high-profile Trucks Cartel Case), insurance claims and anti-money laundering issues.

Testimonials

The engagement of the team, and clear enthusiasm regarding the legal issues, were over and beyond what is normally expected. The team is unique in the sense that they listened to us and considered our arguments, but still kept their clear integrity as lawyers and gave counterarguments when they did not share our view.

Per Sundin and Thomas Lindquist are meticulous, have in-depth knowledge, very good negotiating skills and a pleasant and service-oriented attitude. A great firm to work with and has a very high degree of service ambition from start to finish.

Per Sundin is particularly confident and knowledgeable on the litigation side.

Lars Ulrichs is reliable and has sound judgement.

Sandra Kaznowa is very easy to work with and gives sharp legal analysis. You feel safe when she is handling the claim.

Key clients

Folksam 21

Siemens

Handelsbanken

Svenska Spel

Pensionsmyndigheten (the Swedish Pension Agency)

SNA Europe

KPA Pensionsförsäkring

Länsförsäkringar

Scania

Employment Tier 4

With an international corporate client base, the employment practice at Hammarskiöld handles cross-border issues involving workforce reorganisations, terminations, trade union consultations including recent strike issues in the airline sector, and contract and policy drafting. Practice co-heads Erik Löfwall and Thomas Lindqvist are key contacts and have notable expertise in implementing whistleblowing systems and policies for global companies.

Testimonials

They are keen to understand our business and strategy. Advice is always commercial and pragmatic and fees are reasonable and justified.

They are very devoted to the task and want to perform for the best results. I have very high faith in their capabilities and thoroughness.

Erik Löfwall is availability any time of day, willing to assist in all areas and understanding of our needs.

Sandra Kaznova has a no nonsense, commercial attitude. She is keen to fight for us.

Key clients

Pearson Group plc

Citi bank

CityJet

Ahlstrom Munksjö Oy

Recipharm

Altor

BTI Studios

BDO

Bauer Media Group

Zmarta Group

Scania

Curamando

Photon L Nordics AB

China Telecom

Armstrong Worldwide Industries

Thermo Fisher Scientific Inc.

Hannover RE Group

Carpenter Co.

Ironman Inc.

Plagazi AB

Intellectual property and media Tier 4

Hammarskiöld’s IP practice handles trade mark portfolios for a number of multinational clients including companies in the fast food, entertainment and software sectors. Typical instructions include trade mark filing and renewals, infringement applications and marketing-related issues. The practice is jointly led by Thomas Lindqvist and Claes Langenius.

Key clients

Universal Music

McDonald’s Corporation

Svenska Akademien (Swedish Academy)

Aktiebolaget Linco

Fältservice

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.

Department Name Email Telephone
M&A Peder Hammarskiöld
M&A Thomas Lindqvist
M&A Lars Ulrichs
M&A Erik Fahlgren
M&A Carl-Johan Pousette
M&A Erik Löfwall
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 Hein-Kaznova
Intellectual property and technology, media and telecoms Thomas Lindqvist
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 Thomas Lindqvist
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 Hein-Kaznova
Compliance and investigation Erik Löfwall
Compliance and investigation Carl-Johan Pousette
Employment Thomas Lindqvist
Employment Erik Löfwall
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
Photo Name Position Profile
Mr Malin Albert photo Mr Malin Albert Partner
Mr Mattias Anjou  photo Mr Mattias Anjou
Mr Magnus Bohman  photo Mr Magnus Bohman
Mr Erik Fahlgren  photo Mr Erik Fahlgren
Mr Jakob Falkman  photo Mr Jakob Falkman
Mr Peder Hammarskiöld  photo Mr Peder Hammarskiöld
Ms Sandra Kaznova photo Ms Sandra Kaznova
Mr Erik Löfwall  photo Mr Erik Löfwall
Mr Claes Langenius  photo Mr Claes Langenius
Mr Thomas Lindqvist  photo Mr Thomas Lindqvist
Mr Carl-Johan Pousette photo Mr Carl-Johan Pousette Partner, Head of Capital Markets
Mr Per Sundin  photo Mr Per Sundin
Mr Lars Ulrichs  photo Mr Lars Ulrichs
Number of lawyers : 30
English
French
German
Managing 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.

Sweden

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

Economic climate

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.

Partnerships

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.

Branches

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.

Corporate governance

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 CEO

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%.
  • 50%.
  • 66⅔%.
  • 90%.

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

No restrictions

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.

Arbitration

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.

Patents

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.

Trademarks

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

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

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.

Trade Secrets

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.

Sanctions

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.

13. SUMMARY

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.