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Selling & acquiring businesses (or assets) in the Kingdom of Norway is usually preceded by the signing of SPA agreements. If target companies have several owners, each of whom owns a minority stake in them, buying a company in the Kingdom of Norway can also be done through making a contractual offer to its owners. 

Interested in what it takes to conclude an M&A deal in the Kingdom of Norway? Read on to find out.

While performing DD of Norwegian companies, buyers usually handle the preparation of an SPA. Once DD is over, an SPA must be finalized & signed. When it comes to major M&A transactions, parties may have to inform Norwegian regulators of their intention to go ahead with a transaction to ensure compliance with respective legislation. Sometimes, minor changes may be negotiated immediately before finalizing M&A deals in Norway. Typically, sellers take it upon themselves to draft SPA agreements.

Norway: Regulation of M&A Deals

Concluding M&A deals in the Kingdom of Norway is regulated by three pieces of legislation:

  • Partnership Act.
  • LLCA.
  • PLLCA.

Concluding private M&A transactions in the Kingdom of Norway is governed by different provisions of Norwegian law. Concluding M&A deals in the Kingdom of Norway can also be regulated by foreign countries’ legislation.

Transferring of Norwegian Companies’ Shares

Purchasers of stakes in private Norwegian entities may only obtain shareholder rights if they enter their transfer in a shareholder register or report & prove that its has been done in full compliance with Norwegian legislation.

There’s an identical provision in PLLCA, with the only exception being that for PLCs a shareholder register must be created in a security register. Besides, it can be specified in a PLC’s charter that attending a GSM & exercising voting rights are only possible if a transfer is entered in a shareholder register not later than 5 days prior to the holding of a GSM.

Sellers & buyers can reach deal whereby assets & stakes can belong to the former & the latter may only have a beneficial interest in those stakes & assets. 

If a deal is structured as an acquisition of a business in the Kingdom of Norway (as opposed to the selling & purchasing of shares), parties may select assets & obligations they want to include in their transaction. Normally, assets & liabilities aren’t transferred by default in such deals. However, buyers may not structure a deal as a business or sale to evade responsibility before a target business’ personnel. When it comes to business transfers, personnel & labor agreements, including each & every obligations & benefits associated with them, get transferred to purchasers.

Conclusion

The key thing in conducting M&A deals in the Kingdom of Norway is the conclusion of SPA agreements. Carrying out DD procedure before buying is also a very important process because it helps to reveal all the shortcoming, if any, of a target company. 

Want to know more on M&A transactions in Norway? Why not order an individual consultation with IQ Decision UK?