Category Archive: Okategoriserade

  1. Sweden´s new law on Review of Foreign Direct Investments effective as of December 1, 2023

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    This law is poised to have a significant impact on the conditions for investing in Swedish companies. The extent of its impact will depend on how the law will be interpreted and applied by courts and authorities. As legal practitioners, we welcome the forthcoming guidance since the law itself leaves room for interpretation.

    The following are some highlights to be considered by potential investors in Swedish companies henceforth:

    1. The law encompasses investments in entities conducting “protected activities” – what´s that?

    – The term “protected activities” is quite broad as per the wording of the law, encompassing security-sensitive operations, critical societal functions, large-scale handling of sensitive personal data, and activities in emerging or strategically protected technologies. Depending on how this term will be defined and applied, many businesses and industries could fall under the category of “protected activities.” The definition of this term will significantly impact the new legislation’s practical implications.

    2. The law applies to all investments, also domestic.

    – The review system under the new law, regardless of nationality or location. This includes Swedish investments in protected activities, which also must be reported. To minimize the inconvenience for Swedish investors in terms of delays and additional costs, it’s crucial for the review authority to establish procedures for swift approvals of domestic investments with no ties to non-EU countries.

    3. Effect on existing agreements for investment rights or obligations.

    – It appears that the law applies to investments made after November 30, 2023, irrespective of when the agreements were concluded. This could have significant consequences for existing agreements related to options to to buy or sell shares, follow-on investments, or acquiring shares in protected activities.

    4. Investments in non-protected activities that later become protected:

    – According to the law’s wording, it’s unclear if the review authority can intervene in an investment made in an entity that did not engage in protected activities at the time of investment but later started such activities. The definition of “protected activities” is still ambiguous, and entities may switch between protected and non-protected activities over time.

    5. Are all existing investments exempt from the new legislation?

    – It appears that existing holdings in Swedish entities are exempt from the law’s application, even if there’s evidence of an “inappropriate” foreign investor’s involvement. To trigger the review authority’s intervention, some form of direct or indirect ownership change must occur, meeting the law’s threshold values.

    6. Revision of decisions in light of new information about foreign investors.

    – It might be challenging for the review authority to ascertain the presence of an “inappropriate” foreign investor in many cases. Additionally, circumstances related to a foreign investor may change over time, revealing their unsuitability. It’s unclear how the review authority can retroactively address an investment already approved on paper.

    7. Indirect ownership changes in foreign owners.

    – The treatment of indirect ownership changes is an intriguing question. Companies engaging in protected activities might have multiple layers of foreign ownership, making it difficult for them to have a complete overview. It remains unclear how Swedish legislation’s sanction structure can be applied outside Sweden’s borders.

    8. Potential impact on Shareholder´s Agreement.

    – For corporations, the obligation to report arises when a foreign investor’s voting rights in the company exceed specified thresholds. To avoid surpassing these thresholds during capital raises, companies might consider issuing low-voting shares to foreign investors. In unlisted corporations, shareholder agreements often contain provisions granting investors (individually or jointly) influence in the company’s management via veto rights. It would be beneficial to receive guidance on whether such arrangements trigger reporting obligations in themselves.

    9. Interpretation of the term “investment” within the scope of the new legislation.

    – Concerning corporations, the term “investment” likely primarily refers to the purchase of existing shares and/or subscription to newly issued shares. The law’s preparatory works indicate that an investment can be made in exchange for money or other property (e.g., in-kind contributions). However, the boundary for what constitutes an “investment” remains somewhat vague. For instance, could a buyback of shares from certain owners leading to an investor’s increased ownership be considered an investment? Presumably, the term “investment” should be interpreted relatively broadly to prevent circumvention. Moreover, the law’s exemption for rights issues potentially opens avenues for circumventing its provisions.


    With very few exceptions, Sweden has historically had no restrictions on foreign investments. The new law is a change of this path. However, regulating this area is complex. To encourage investment in Sweden, the legislation needs to provide predictability while also offering flexibility to protect Swedish society from inappropriate ownership. We will have to observe how this new legislation unfolds in practice and what obstacles and opportunities it brings.

  2. Front Advokater has assisted NTEX in the acquisition of Scanroad Belgium

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    Front Advokater has acted as legal advisor to NTEX AB in the acquisition of Scanroad Belgium BVBA (Belgium)

    On December 1, 2021, NTEX AB completed the acquisition of all shares in the transport and freight forwarding company Scanroad Belgium. The transaction is a consequential acquisition following NTEX’s previous acquisitions of other companies (in Sweden and France) within the Scanroad group, see previous press release via the following link: scanroad-sweden-and-france-becomes-one-of-sweden-largest-freight forwarders-on-france-and-belgium-3105415.

    The parties to the transaction have decided not to disclose further details about the transaction.

    NTEX is Sweden’s largest privately owned transport and logistics company and provides road, sea and air transport as well as terminal management at its terminals in Gothenburg, Stockholm, Gislaved, Helsingborg and Malmö. The company was founded in Gothenburg in 2003 and has since grown to almost 600 employees and a turnover of just over SEK 2 billion. The head office is located in Gothenburg and offices are also located in Norway, the United Kingdom, Germany, Poland, Estonia, Latvia and Lithuania. NTEX also has agents in a number of European countries.

    NTEX was represented by Front Advokater, whose team of lawyers consisted of lawyer Bob Lee and associate lawyer Laura Shwan, as well as lawyers from Monard Law in Belgium.

  3. Robert Moldén new doctor in competition and public procurement law at the Stockholm School of Economics

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    We at Front Advokater are very happy and proud that our competition and public procurement law expert Robert Moldén today has successfully defended his doctoral thesis att the Stockholm School of Economics. The title of the thesis is ”Competition Law or the New Competition Principle of Public Procurement Law – Which is the more suitable legal instrument for making public procurement more pro-competitive?”. The doctoral thesis can be downloaded here.

  4. Robert Moldén re-elected as president of the Swedish Public Procurement Law Association

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    Front Advokater’s competition and public procurement law expert Robert Moldén has been re-elected as president of the Swedish Public Procurement Law Association. Founded 12 years ago in Gothenburg, the Association regularly arranges seminars on current issues of Swedish and EU public procurement law. While most of the seminars are held in Swedish, some of them are held in English language on-line, thus being open to participants from all around the world. Upcoming seminars will be listed on the homepage of the Swedish Public Procurement Law Association


  5. Robert Moldén is recommended by Legal 500

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    Yesterday, Legal 500 published the new rankings for 2021. We at Front Advokater are very happy and proud that Robert Moldén was ranked as one of the eight leading EU and competitions lawyers in Sweden.

    Legal 500 said following:

    “With a sizeable footprint in Gothenburg, Front Advokater’s EU and competition practice is a go-to name for industrial-sector clients, utilities companies and public bodies in the south of Sweden. Practice head Robert Moldén recently acted in price cooperation disputes and cartel proceedings. The firm also has strength in handling issues at the cross section of competition and public procurement law.”

    Read more about Robert Moldén and Front Advokater in the links below:

  6. What is the role of competition in public procurement?

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    This was the topic of 12 hours of on-line lectures last week at the International Master Program in Public Procurement Management organized by the Universities of Rome and Belgrade. Front’s Robert Moldén – ranked by Legal 500 as one of the leading competition law experts in Sweden – lectured on the practical implications of the new competition principle in EU public procurement law.

    The English language master program at the University of Rome Tor Vergata is open to public procurement officers from around the world, information on how to apply is available on


  7. Business in Sweden and the coronavirus disease (COVID-19)

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    You have probably heard about the term force majeure by now, and you probably know that the legal implications of it may be relevant in extraordinary situations. But, you may find yourself wondering what force majeure entails for your company.

    Does COVID-19 constitute a force majeure event? What are you required to do in a force majeure situation? Are you required to do anything? What are your rights and obligations?

    What happens if your company cannot perform in accordance with your agreements? Will you risk damages? Can you modify existing agreements to mitigate the effects of COVID-19 with regards to your contractual obligations?

    Your commercial agreement, whether it is about the supply, distribution, production, or purchase of goods, may have a clause regarding force majeure. You may have certain rights and/or obligations stemming from this ongoing situation.

    Many of the questions above can be answered in a general matter. Hence, COVID-19 may generally constitute a force majeure event, provided that the specific force majeure clause has taken into account such a scenario (e.g. epidemic). However, the answer will always depend on your particular circumstances and the agreement at hand. Our general advice to our clients is to look into your specific circumstances and agreements to analyze how COVID-19 affects or may affect your business relationships.

    Contact us and we will look into your specific situation and provide guidance.


    Front Advokater has appointed a focus group with members from our various business areas to best assist clients in the various issues and challenges arising from the outbreak of COVID-19. If you have any questions, you are always welcome to contact us.