The Swedish Competition Authority (“SCA”) is sharpening its tools for tackling harmful mergers. On 27 March 2025, the Authority adopted new regulations and general guidelines for merger notifications. The new regulations extend the list of documents and market data that must be included in the notification, increase the expectations for the parties to engage in pre-notification contacts and bring Swedish merger control requirements more in line with those of the EU merger control procedure. In addition, the SCA and a public inquiry have made several proposals for amendments to the merger rules in the Swedish Competition Act. If adopted, these amendments would significantly strengthen the SCA’s powers to detect, investigate and intervene against harmful mergers.
The main changes and proposals and their key implications are described below.
New Regulations on Merger Notifications
On 27 April 2025, the Swedish Competition Authority adopted new regulations, KKVFS 2025:1, and general guidelines for merger notifications under the Swedish Competition Act, which will become effective on 26 May 2025 (“the Regulations”). The amendments are based on the SCA’s experience with the current regulations from 2010, KKVFS 2010:3. The Regulations aim to optimise the merger control process. They broaden the scope of information and data required in the merger notifications and increase the expectations on the parties to engage in pre-notification contacts. The SCA believes that the information requirements in the Swedish merger control procedure should be roughly the same as the requirements in the EU merger control procedure. Where deemed appropriate, the Swedish information requirements have been aligned with the requirements in the European Commission’s notification form, Form CO. In order to streamline the notification process, the SCA has also introduced the possibility of submitting electronically signed notifications. This means that the current requirement to provide a physical original signed declaration will be removed, which is welcome.
The Regulations expand the list of information and the volume of market data to be submitted in Swedish merger notifications.
Some of the new obligations apply to all mergers, i.e. including those with no horizontal overlaps or vertical relationships between the merging parties’ activities. For example, all notifications will have to include a description of the strategic and economic rationale for the merger. Notably, the Regulations also introduce a requirement to disclose the identity of the ultimate controlling entity of the merging parties in a non-confidential summary. Today, the merging parties usually argue that ownership information is covered by secrecy and request that such information be kept confidential.
However, but most of the extended requirements apply only where the merging parties have overlapping activities, i.e. where the merger gives rise to affected markets, reportable markets, or other markets in which the merger may have a significant impact. For such mergers, the Regulations introduce an obligation to discuss all plausible alternative market definitions, extend the list of internal documents and the volume of market data that must be attached to the notification, and clarify that the parties are expected to engage in pre-notification contacts with the SCA.
For mergers that give rise to affected markets[1] the list of documents and data to be attached to the merger notification is extended to include
- minutes from all meetings of the notifying party’s management, board of directors and shareholders’ meetings at which the merger has been discussed,
- analyses, reports and similar documents prepared in the last two years to assess any affected market in terms of market shares, competitive conditions, competitors, potential for sales growth or expansion into other product or geographic markets,
- information about economic data that the merging parties collect and store in their business and that may be useful for quantitative economic analysis,
- estimated market shares and contact details for all competitors with a market share of more than 5 percent, and
- estimated market shares of the merging parties over the next three years for planned (pipeline) products or services.
For mergers that give rise to reportable markets[2] or other markets where the merger may have a significant impact[3] the list of documents and data to be attached to the merger notification is extended to include
- presentations prepared by or for the notifying party’s management, board of directors or shareholders’ meeting to assess the notified merger, and
- the market size and estimated market shares of the merging parties for the preceding three years (today one year is sufficient).
The Regulations increase the expectations on the mering parties to engage in pre-notification contacts with the SCA. They do not impose any formal requirements to take pre-notification contacts, but they clarify that such contacts are encouraged
- for mergers that may give rise to affected markets,
- for mergers that may give rise to other markets where the concentration may have a significant impact,
- for questions concerning the competence of the SCA to review a merger, and
- for requests for exemption from information requirements.
Proposals for Amendments in the Swedish Competition Act
The new regulations were accompanied by proposals for legislative amendments both from the SCA and a public inquiry. If adopted, the proposed amendments will significantly strengthen the SCA’s powers to detect, investigate and intervene against harmful mergers.
SCA proposal
The SCA’s proposal, which was submitted to the government on 24 February 2025, contained a call for both substantive and procedural changes in the merger control rules.
First, and most importantly, the SCA proposes to relax the substantive test for intervention by abolishing the geographic requirement, i.e. the requirement that the merger must restrict competition in a substantial part of Sweden. Today, the SCA can only block mergers with local effects if the relevant geographic market affected by the merger constitutes a significant part of Sweden, either in terms of size or in terms of population. The SCA has on several occasions stressed the need for more flexibility to block mergers in smaller, local markets. It refers to a 2019 decision in which it cleared a merger in the food retail sector that would have a negative impact in two local markets, as the turnover represented only 0.09 per cent of the total turnover in the market. In its submission to the legislator, the Authority notes that most EU/EEA Member States do not have similar geographical requirements in their substantive test.
Second, the SCA also proposes several procedural amendments, i.a. that the investigation period for Phase 2 is extended from 3 calendar months to 90 working days, and that the periods for judicial review are extended from 6 to 8 months for the Patent and Market Court and from 3 to 4 months for the Patent and Market Court of Appeal. With regard to liability for legal costs in court proceedings, the SCA proposes a new provision stipulating that the State is not liable for the merging parties’ legal costs if the case is dismissed on the grounds that the notified merger cannot be implemented.
Public inquiry proposal
Moreover, on 7 March 2025, a public inquiry tasked with investigating the need for a new broader competition tool in Swedish law proposed two important amendments to the SCA’s powers to investigate mergers.
First, the inquiry proposes that the SCA be given the power to impose a duty on undertakings to provide information about mergers that fall below the thresholds for mandatory notification. The purpose of this power is to ensure that the SCA is informed about, and has the possibility to call in and review, mergers that do not meet the turnover thresholds, but which may nevertheless give rise to competition concerns (e.g. where companies with significant market shares acquire many small companies that do not meet the turnover thresholds (salami slicing), or where the turnover of the merging parties underestimates their competitive position in the market). According to the proposal, the SCA’s power to impose such orders should not be limited to certain sectors but rather allow the SCA to target any market where competition is already weak or at risk of weakening. The orders are proposed to have a maximum duration of two years. Companies subject to such orders will have to provide details of the merger, the parties involved and the timing of the transaction. Upon receipt, the SCA will have 15 working days to decide whether to call in the merger. During this period, and the possible review period (if the merger is called in), a stand-still obligation will apply.
Second, the inquiry proposes that the SCA be given the power to impose fines on merging parties that provide incorrect, incomplete or misleading information in response to a request for information (“RFI”) from the SCA or fail to provide the required information within the deadline. Today, the SCA’s power to impose fines for non-compliance during an investigation is limited to investigations under Articles 101 and 102 TFEU and their Swedish equivalents. The inquiry proposes to introduce a similar power for the SCA to impose fines of up to 1 % of the group’s worldwide turnover during merger investigations. Notably, the proposal does not cover information provided in the merger notification. When submitting the merger notification, the notifying party certifies that the information contained therein is true, accurate and complete, which means that the information is provided under criminal liability pursuant to Chapter 15 Section 10 of the Swedish Criminal Code. For this reason, the inquiry considers that the SCA should, as a starting point, be able to assume that the information in the merger notifications is correct and accurate.
Impact on Merging Parties and the SCA’s Review
The Regulations mark a shift towards a stricter approach and a more time-consuming merger control procedure in Sweden.
Compared to the Commission and many other competition authorities in the EU/EEA, the SCA has been known to take a rather pragmatic approach in merger cases, especially when it comes to mergers that are clearly unproblematic. This approach has been appreciated by companies and legal advisors. However, some controversial clearance decisions in recent years have led commentators to question whether the Authority’s approach has been too relaxed. The SCA, for its part, has questioned whether the market definition and other market information provided by the merging parties give a true and accurate picture of the merger.
The Regulations increase the requirements on the merging parties and bring Swedish merger control requirements more in line with those of the EU. By introducing an obligation to discuss all plausible alternative market definitions and extending the list of internal documents that must be attached to the notification, the SCA aims to increase the chances of having a true and unadulterated picture of the merger, its rationale and the potential effects of the merger.
While most of the additional information requirements are clear and straightforward to apply (albeit more time-consuming), the obligation to discuss all plausible alternative market definitions leaves considerable room for interpretation and uncertainty. The purpose of this requirement is to ensure that the SCA is not misled by the parties’ primary market definition and wastes time by focusing its investigation in the wrong direction. However, considering that the market definition is a legal assessment, and not an exact science, the SCA will hopefully be reluctant to conclude that a merger notification is incomplete and restart the deadlines on the basis of diverging views on the market definitions to be included. In practice, uncertainty in this regard is likely to be resolved in the pre-notification contacts.
The clarified expectations on pre-notification contacts are welcome. And the expectations run both ways. In order for pre-notification contacts to be constructive, the SCA must ensure that the case handlers participating in such contacts are familiar with the matter and prepared to be transparent about their findings and concerns at an early stage. The regulations do not provide any details on the procedure for pre-notification contacts, e.g. on the deadlines for information from the merging parties and feedback from the SCA, but the SCA has signalled that the process will be formalised and more aligned with the Commission’s procedure, which is welcome.
Going forward, companies involved in Swedish mergers should be prepared to spend considerably more time preparing the merger notification and providing the Authority with the information necessary to obtain approval. When setting the timetable and drafting the transaction documents, it is important to ensure that the increased requirements are taken into account. To avoid unexpected delays in the timetable, the parties’ overlapping activities should be identified and analysed at an early stage. In addition, as the SCA’s focus on internal documents is clearly increasing, merging parties should have routines in place to review and cleanse internal documents for exaggerations, ambiguities and aggressive sales language before they are put into final form.
It remains to be seen whether the proposed amendments to the merger rules in the Swedish Competition Act will be adopted. If they are, as seems likely, they will further increase the administrative burden on merging parties who are already subject to a complex regulatory landscape. Arguably, the amendments would strengthen the SCA’s powers to detect, investigate and intervene against harmful mergers, to the benefit of competition and consumers. In some respects, however, the SCA might want to be careful what it wishes for. While the power to impose fines would increase the incentives for merging parties to ensure that the information provided to the SCA is correct, accurate and complete, it may prove to be a double-edged sword. As the merger investigations become increasingly data intensive, RFIs are often issued with very short deadlines. If inaccurate or incomplete responses may be sanctioned with fines, the SCA may need to adjust its deadlines to give the parties a real chance to ensure that the response is indeed complete and accurate.
[1] Combined market shares of 20 percent or more, or vertical links with market shares of 30 percent or more.
[2] Horizontal overlaps with combined market shares below 20 percent or vertical links with market shares below 30 percent.
[3] E.g. where one of the merging parties has a market share of more than 25 percent and the other is a potential competitor in that market, or where the merging parties are active in closely related neighbouring markets and their individual or combined market share in any of these exceeds 30 percent.
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