Global Competition Law is primarly a practitioner's guide presenting the most salient aspects of the major competition laws country by country, giving an overview of their structure and most charasteristic elements.
Global Competition Law also provides insight into possible future developments in the field.

Global Competition Law

  The notion of concentration was defined in previous Section 34(1) of the Swedish Competition Act of 1993 as arising where either two or more previously independent undertakings merge, or either one or more persons, already controlling at least one undertaking, or one or more undertakings acquire whether by purchase of securities or assets, by contract or by and other means, direct or indirect co …

Concept of concentration

Mergers are governed by Chapter 4 of the Swedish Competition Act and the Swedish Competition Authority's Regulations on the Notification of Concentrations between undertakings under the Swedish Competition Act, which provide for an administrative review of concentrations exceeding certain defined thresholds. Like EU law, Swedish law has a system of mandatory prior notification. The Competition Authority has issued a Guidance document for the notification and examination of concentrations between undertakings on 11 January 2018 (No 617/2017).

On 27 April 2025, Sweden adopted a new regulation and general guidelines on merger notifications under the Swedish Competition Act, which entered into force on 26 May 2025 ("KKVFS 2025:1"). It governs the form and content of merger notifications submitted to the Swedish Competition Authority under Chapter 4 of the Swedish Competition Act (2008:579). The updated regime introduces significantly enhanced information requirements, mandating the submission of internal documents such as board minutes, market analyses, and estimated market shares in cases involving horizontal or vertical overlaps. It is to be noted that Articles 6 and 7 of KKVFS 2025:1 introduce important procedural elements aimed at enhancing both the substantive and administrative dimensions of Swedish merger control. Article 6 requires notifying parties to disclose any ancillary restraints directly related and necessary to the implementation of the concentration - such as non-compete clauses, exclusivity agreements, or transitional service arrangements. This provision ensures that the SCA can evaluate not only the merger itself but also associated contractual restrictions under the general framework. Article 7 encourages notifying parties to engage in pre-notification discussions with the SCA. Such discussions are not mandatory, but they serve a critical function by enabling the Authority to provide informal guidance on data sufficiency, relevant market delineations, and procedural requirements. A further innovation is the acceptance of electronically signed notifications, which replaces the prior obligation to submit original signed declarations. 

Context

  The notion of concentration was defined in previous Section 34(1) of the Swedish Competition Act of 1993 as arising where either two or more previously independent undertakings merge, or either one or more persons, already controlling at least one undertaking, or one or more undertakings acquire whether by purchase of securities or assets, by contract or by and other means, direct or indirect control of the whole or parts of one or more undertakings (this is similar to the definition contained within Section 3 of the EU Merger Regulation No 139/2004).

  Today, pursuant to the Swedish Competition Authority's Guidance for the notification and examination of concentrations between undertakings, a concentration between undertakings arises if there is a lasting change to the control of an undertaking.

  A change of control on a lasting basis may occur through two or more independent undertakings amalgamating or through one or more undertakings gaining control (sole or joint control) of an undertaking or part of an undertaking. An internal restructuring within a group of companies does not constitute a concentration. Control means the possibility of exerting a decisive influence over an undertaking.

  The creation of a joint venture which on a lasting basis fulfils all the functions of an autonomous economic entity constitutes a concentration (Chapter 1, Article 9). However, under Chapter 4, Section 1 of the Act, where the creation of a joint venture, which constitutes a concentration in accordance with Section 34 of Swedish Competition Act of 1993, has the aim or effect of coordinating the competitive behavior of the undertakings which remain independent, the coordination is assessed in accordance with Chapter 2, Sections 1 and 2.

Chapter 4, Article 6 of the Act sets out the thresholds that a concentration must meet in order to be notifiable to the Authority:

a) the combined aggregate turnover in Sweden of all the undertakings concerned in the preceding financial year exceeds SEK 1 billion (EUR 96,578 million); and

b) at least two of the undertakings concerned had a turnover in Sweden in the preceding financial year which exceeds SEK 200 million (EUR 19,316,114) for each of the undertakings.

Where particular ground exists to do so, the Swedish Competition Authority may require a party to a concentration to notify the concentration even if the undertaking's turnover in Sweden does not exceed SEK 200 million (EUR 19,316,114).

A party to a concentration is also entitled to voluntarily notify a concentration to the Swedish Competition Authority in that case (Chapter 4, Article 7 of the Act).

Thresholds

  Pursuant to Chapter 4, Article 1 of the Act, a concentration is prohibited if it significantly restricts occurrence or the development of effective competition within the country as a whole, or a substantial part thereof. During the examination of the concentration account must be taken of whether it creates or strengthens a dominant position.

Global Competition Law

727. Concept of concentration

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Les notions juridiques connexes

727. Concept of concentration

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Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise