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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;
  • licenses;
  • 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’ Responsibility

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.
IMPORTANT

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);
  • bonds.

Conclusion

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.