1. What is the current legal landscape for Capital Markets in your jurisdiction?

Sweden’s capital market is one of the most developed in Europe relative to the country’s size, with the highest number of listed companies in the EU. Trading takes place across several venues, including the main regulated market Nasdaq Stockholm and the SME growth markets Nasdaq First North Growth Market, Spotlight Stock Market and NGM Growth Market.

The Swedish IPO market had its most recent peak during 2020–2021, with a record number of listings. Since then, the world has experienced several years of macroeconomic uncertainty, and Sweden in particular saw elevated inflation and rising interest rates, which dampened both IPO activity and investor appetite. However, conditions have since improved markedly. With inflation and interest rates declining, capital markets activity has recovered strongly, and Stockholm emerged as the leading IPO venue in Europe during 2025, raising $7.2 billion across 20 new listings – more than any other European exchange.

Nasdaq Stockholm and Nasdaq First North Growth Market remain central venues, particularly for growth companies. The strong momentum from 2025 has carried into 2026, with IPO activity continuing at an encouraging pace in the first half of the year.

A significant regulatory development affecting the timelines of investments in Swedish companies, whether through an IPO or a subsequent share issue, is the introduction of the Act on Screening of Foreign Direct Investments (the FDI Act). Under the FDI Act, investments in companies conducting protection-worthy operations (a concept that is defined broadly and will be broadened further during the summer) must be notified to the Inspectorate of Strategic Products, which has 25 working days to carry out a preliminary screening. If the Inspectorate decides to initiate an in-depth review, this period is extended to six months.

Whilst the FDI Act may appear burdensome, in practice it has primarily added a procedural step to be planned for rather than a substantive barrier to investment. Of the 1,987 notifications made during 2025, the vast majority were closed without further action. Since the Act entered into force in December 2023, fewer than 50 notifications in total have proceeded to an in-depth phase two review, and only three investments have been prohibited. In practice, therefore, the Act means that transaction timelines for investments in certain companies must account for up to 25 working days of preliminary screening. The FDI Act is, moreover, rooted in an EU framework, and most EU member states have comparable regimes in place.

Besides the FDI Act, the Swedish legal landscape for capital markets transactions remains stable. Furthermore, with respect to the EU-wide changes imposed by the EU Listing Act (which are generally favourable for issuers), there have been some slight changes to the rules for guarantors in rights issues. Historically, in line with Sweden’s pro-investment culture, both large banks and retail investors have been able to be guarantors in Sweden. The new rules were initially interpreted as a hindrance for anyone without a formal license to act as a guarantor. However, after deliberations and discussions with the market actors, the Swedish Financial Supervisory Authority approved a solution, allowing a licensed guarantor to essentially act as a middleman between the issuer and a third party who undertakes to purchase the shares from the licensed guarantor if shares are allotted to the licensed guarantor.

Although the new rules may seem impractical, the Swedish Financial Supervisory Authority’s responsiveness to the market’s needs can be seen as a testament to the strong investment culture in Sweden and the market actors’ desire to maintain Sweden’s role as an attractive domicile for listed companies – especially for SME companies. At the same time, a new market for financial services companies was opened, increasing security for the parties involved.

All in all, Sweden remains an attractive domicile for listed companies, regardless of their size or development stage. As the EU Listing Act further simplifies the listing process and entails simplifications for already listed companies, the attractiveness can only be expected to increase. This will likely further be amplified by the strong Swedish culture of innovation, investments and entrepreneurship, with a large pool of skilled advisers and knowledgeable investors available to those who choose to list in Sweden.

2. What three essential pieces of advice would you give to clients involved in Capital Markets matters?

Being a listed company comes with a comprehensive and ever-evolving regulatory framework that can be challenging to navigate – not only in connection with transactions, but as part of everyday corporate life. Drawing on our experience advising issuers, bidders and targets, we offer three pieces of practical advice for clients active in the capital markets space.

Capital markets transactions are demanding — allocate sufficient time and resources from the outset

Capital markets transactions are characterised by complexity, compressed timelines and strict confidentiality requirements. Whether you are planning an IPO, a rights issue or a public offer, early preparation is essential. Establish clear internal processes and a defined allocation of responsibilities, both within the company and vis-à-vis external advisers, well before the transaction launches. Ensure that the board is available to review documentation and take decisions at short notice, and, where possible, avoid scheduling conflicts with major corporate events, trade fairs or key client commitments during the anticipated transaction window. Underestimating the operational burden of a transaction is one of the most common mistakes we see.

Disclosure of information must be clear, relevant and consistent

The Market Abuse Regulation imposes stringent obligations on listed companies to disclose inside information promptly and accurately. This can be particularly demanding for smaller listed companies, which often lack dedicated in-house legal or investor relations functions. We recommend that companies proactively consider what types of information and events typically arise in their business – such as financial results, material contracts, regulatory decisions or clinical trial outcomes – and establish a clear plan for how each category of disclosure will be handled before the situation arises. Beyond regulatory compliance, the quality of your disclosure shapes how the market perceives your company. Be factual and balanced: do not oversell, and do not downplay or withhold information that the market could view as negative. Forward-looking statements and financial forecasts deserve particular care – once published, they set expectations and may trigger further disclosure obligations if circumstances change. Several exchange disciplinary panels have sanctioned companies for disclosure that was incomplete or misleading, and the reputational and financial consequences can be severe.

Invest in ongoing education for your board and senior management

The regulatory framework governing listed companies is extensive, evolving and carries significant consequences for both the company and individual directors and executives if the rules are violated. While Nasdaq Stockholm, as the largest exchange in Sweden, requires board and management to complete a training session before listing, there is no mandatory ongoing education thereafter. We strongly recommend regular refresher sessions covering, at minimum, disclosure of insider information, transaction reporting and notification obligations, closed period trading restrictions, and the prohibitions on insider dealing, unlawful disclosure of inside information and market manipulation. Policies and procedures should also be reviewed and updated on a continuing basis. Boards should also have a working understanding of the rules that apply if the company becomes a takeover target – a scenario that often demands swift action and for which a prepared response protocol can make a critical difference.

3. What are the greatest threats and opportunities in Capital Markets law in the next 12 months?

Sweden has one of Europe’s foremost capital markets scenes, accounting for four of the ten largest IPOs and more than half of all capital raised through IPOs in Europe during 2025, and is off to a strong start in the first half of 2026, with several IPOs already completed.

With the EU Listing Act now in force, the IPO process is becoming simpler: exemptions from the requirement to publish a prospectus have been broadened, and the rules for prospectuses that must still be published have been simplified. The EU Listing Act also benefits already-listed companies through streamlined rules on insider information and capital raisings, making follow-on transactions more efficient.

Euroclear Sweden’s decision to reopen active CSD links for certain foreign issuers from September 2025 meaningfully expands the options available to international companies considering a Swedish listing.

Further changes to the FDI Act are also on the horizon. Recommendations have been put forward to review the regulations, including with a view to improving efficiency and reducing costs in connection with capital raisings by listed companies.

The Swedish FSA’s recent clarifications regarding the rules for guarantors in rights issues, and the practical solutions developed in response, represent important steps towards ensuring that rights issues – particularly for smaller listed companies – can be completed efficiently and with appropriate market support.

All in all, the recently implemented regulations and changes provide for a well-functioning capital market in Sweden which offers good opportunities for IPOs and investments.

The principal threats to the IPO and capital markets climate over the coming year are macroeconomic and geopolitical in nature. Market volatility, shifting trade dynamics and broader geopolitical uncertainty all have the potential to affect transaction windows and investor appetite.

Regulatory pressure is also intensifying across multiple sectors, with sustainability-related disclosure requirements and evolving capital markets rules adding to the compliance burden for listed companies.

The outlook for the coming twelve months presents several significant opportunities. The IPO market is reopening with a strong pipeline of well-prepared companies, supported by improving financing conditions that are conducive to equity issuance. International and institutional investor interest in Nordic companies continues to grow, and sectors such as AI, technology and energy transition are driving substantial capital markets activity.

Against this backdrop, the opportunities for those who are well-prepared remain compelling.

4. How do you ensure high client satisfaction levels are maintained by your practice?

Client satisfaction is at the core of our practice, and we approach every mandate with a clear focus on commercial outcomes rather than legal analysis in isolation. Our clients operate in dynamic capital markets where decisions are time-sensitive and the consequences of getting them wrong are significant. To add genuine value, we invest heavily in understanding each client’s business, industry and long-term strategic objectives.

Naturally, this approach also extends beyond the transaction itself, and we engage proactively with clients between deals on market developments, regulatory changes, governance matters and investor relations, striving to function as a trusted business partner rather than just a reactive service provider. Our aim is to be the firm our clients call first – not because we are the largest, but because we understand their business better than anyone else.

Since capital market transactions move quickly and frequently require real-time input at senior level, we strive to ensure that clients have consistent and direct access to the senior lawyers who know their matters best, and we make a point of being reachable and decisive precisely when it matters most.

We also bring a strong sector perspective to our work, particularly noting our full-service offer. Capital markets activity in the Nordic region is increasingly concentrated in technology, life sciences, energy transition and industrial innovation. Our teams combine transactional experience with genuine sector knowledge in these areas, which means we engage with clients in the realities of their business – not just the legal mechanics of an IPO or a rights issue.

5. What technological advancements are reshaping Capital Markets law and how can clients benefit from them?

Technology is fundamentally reshaping capital markets law, and the pace of change is accelerating. For companies raising capital, executing transactions, or navigating an increasingly complex regulatory environment, understanding how these developments affect legal practice is no longer optional, it is a commercial imperative. Five themes stand out as particularly significant.

AI-assisted legal review and transaction management are transforming what is possible in deal execution. Document-intensive processes that required weeks of manual review such as analyzing prospectuses, disclosure documents, and offering circulars can now be completed faster and with greater consistency, reducing both cost and the risk of error. Alongside this, data-driven compliance and disclosure benchmarking is enabling issuers and their advisers to assess proposed disclosures against evolving market practice and regulatory expectations in real time, improving the quality of public filings and reducing exposure to challenge.

The digitalization of due diligence and transaction execution has become a baseline expectation in sophisticated capital markets work. Virtual data rooms, electronic execution platforms, and automated closing mechanics are compressing deal timelines and reducing friction, particularly in cross-border transactions. At the same time, clients face a regulatory landscape that is evolving rapidly and simultaneously across multiple jurisdictions. Real-time navigation of regulatory change now allows companies and their advisers to track new requirements as they emerge, enabling a proactive response rather than reactive adjustments after the fact, a shift that has material implications for how transactions are structured and timed.

Perhaps the most structurally significant development is the emergence of tokenization and digital securities as genuine capital markets instruments. Distributed ledger technology is creating new mechanisms for issuance, settlement, and ownership transfer, with regulators across major jurisdictions now developing frameworks to accommodate them. For issuers and investors alike, this opens new avenues for capital raising and liquidity that sit alongside, and in some cases challenge traditional market structures. Clients who engage early with the legal and regulatory dimensions of these instruments are better placed to act when commercial opportunities arise, and to do so with confidence.