M&A Regulation in Sweden

The Kingdom of Sweden ranks high on the list of countries with the most favorable conditions for doing business. And one of the reasons for this is, undoubtedly, Swedish laws. In fact, M&A regulation in Sweden is one of most investor-friendly in the world, which is why crowds of investors wishing to start a business in Sweden flock to the country every year.

Sweden: Acquisitions & Mergers of Private Companies

M&A transactions involving private companies, businesses or assets usually presuppose a significant degree of contractual freedom. By structuring their deal as a sale of shares, parties achieve greater flexibility when selling a company in Sweden. 

Normally, transferring of ownership rights is done by concluding:

• an SPA; 
• a business or asset transfer agreement.

Involving several potential bidders, the process of selling a business in Sweden is usually structured as an auction consisting of the following stages:

• sending a teaser containing a notification of an upcoming transaction & a brief overview of a target company's financial status to bidders;
• signing an NDA agreement;
• providing bidders with a sales memorandum during the 1st stage;
• inviting bidders to the 2nd stage & providing them with an opportunity to conduct DD of a Swedish company;
• submitting final bids;

• negotiating with a preferred bidder prior to signing an SPA.

Sweden: M&A Regulation

Sweden’s SGA applies to the sale of movable property & goods, including shares. However, SGA isn’t mandatory & can, therefore, be disregarded (partially or wholly), which is common for private M&A transactions in Sweden (especially when it comes to selling shares). CA, which is another piece of legislation, contains provisions for the transfer of shares in LLCs.

Conclusion

Generally speaking, conducting an M&A transaction in Sweden entails no restrictions on the transfer of shares. The only exception is made for investments in publicly important businesses & industries..