We’ve already covered the specifics of M&A transactions in Norway & importance of DD. Today, we’ll be taking a closer look at the key aspects of DD in M&A deals in Norway & its types.
Types of DD
The scope of DD in Norway can vary substantially depending on the type of business target companies are involved in; however, it often includes a comprehensive financial audit & tax DD.
Legal DD usually focuses on:
- corporate governance;
- control change issues;
- risks associated with material contracts;
- real estate issues;
- environmental responsibility;
- labor & pension issues;
- IP rights;
- disputes & legal issues.
Commercial DD often mainly centers around market analysis (e.g. analyzing trends capable of putting Norway-registered companies in jeopardy).
Sellers may be held responsible for distortion of information in the pre-contractual period; however, the parties can eliminate this possibility by including a corresponding clause in their SPA. An exception is made for claims involving gross negligence, deliberate misrepresentation of facts or misconduct.
Publicly Available Information
DD of M&A transactions in Norway involves an analysis of publicly available information about private companies & their assets. This information can be accessed by filing a request with a register of Norwegian companies.
Potential investors can request:
- incorporation-related documentation;
- information on BoD & general director;
- information on changes in companies’ authorized capital;
- decisions on approving transactions between companies & their shareholders/directors;
- audited accounts & directors/auditors’ reports.
Please note that LLCs registered in Norway are required to provide access to information on their shareholders upon request.
Potential purchasers can also get access to information on:
- real estate (including its cost) & mortgages;
- IP registered in Norway (TMs & patents);
Interested in concluding an M&A deal in Norway? Looking for information on DD of Norwegian companies? Considering establishing a business in Europe? IQ Decision UK is always at your service. Our team of highly qualified experts will be happy to fulfil your legal needs & ensure the result you’ve been looking forward to achieving.