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What are the principal sources of laws and regulations relating to shareholder rights and activism? Do insider trading and/or market abuse rules apply to activist activity?
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How is shareholder activism viewed in your jurisdiction by regulators, shareholders (both institutional and retail) and the media?
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How common are activist campaigns and what forms do they take? Is activism more prevalent in certain industries? If so why?
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How common is it for shareholders to bring litigation against a company and/or its directors and what form does this take?
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What rights do shareholders/activists have to access the register of members?
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What rights do shareholders have to requisition a shareholder meeting and to table a resolution at the meeting?
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Where a shareholder requisitions a meeting, who is responsible for the costs of calling and holding the meeting?
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Are there any rights to circulate statements to shareholders?
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Who is entitled to attend and speak at a shareholders’ meeting?
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What percentage of share capital is needed to appoint or remove a director? What is the process?
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What percentage of share capital is needed to block a shareholder resolution?
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Do holders of other instruments (e.g. options, warrants, contracts for difference, swaps, cash-settled derivatives) have any of the above rights?
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Is stamp duty payable on share acquisitions? Can this be avoided/mitigated (e.g. through use of derivatives)?
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To what level can you acquire shares without having to publicly (or privately) disclose your position?
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Is the disclosure threshold different if the issuer is subject to a takeover offer?
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Are there any rules which restrict the speed at which you can build a position?
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Are there circumstances in which a mandatory takeover is required?
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Does collective shareholder action or ‘acting in concert’ have any consequences in your jurisdiction (e.g for disclosure purposes or the rules on mandatory offers)?
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Do the same rules and thresholds apply to other instruments (e.g. options, warrants, short positions, contracts for difference, swaps, cash-settled derivatives)?
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If an activist makes a takeover offer, what impact might any prior share purchases have on the minimum offer price or the form of consideration that must be offered?
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What measures are available to companies to protect against an activist campaign?
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What duties do directors owe to a company and its shareholders? Highlight any that are particularly relevant in the context of an activist campaign.
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What rights does a company have to require parties to disclose details of their interests (direct and indirect) in the company’s share capital?
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Are there restrictions on companies selectively disclosing inside information to activists?
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Are settlement agreements between a company and an activist permitted in your jurisdiction? How common is it for activist campaigns to be resolved in this way?
Sweden: Shareholder Activism
This country-specific Q&A provides an overview of Shareholder Activism laws and regulations applicable in Sweden.