Introduction

The Takeover Directive is implemented in Norway through chapter 6 of the Norwegian Securities Trading Act of 29 June 2007 (hereinafter, the ‘Securities Trading Act’). These provisions replace the former rules on takeover bids laid down in Chapter 4 of the Securities Trading Act of 19 June 1997. The Takeover Directive has been further implemented by a Regulation on the Securities Trading Act of 29 June 2007 (hereinafter the ‘Regulation’). The new rules entered into force on 1 January 2008.

As was the case before, the supervisory authority for Norway remains the regulated market on which the shares are listed. Currently, only the Oslo Stock Exchange (hereinafter the ‘OSE’) lists Norwegian shares in Norway through its two trading platforms ‘Oslo Børs’ and ‘Oslo Axess’.

The legal provisions on takeovers are supplemented by the Norwegian Code of Practice for Corporate Governance of 4 December 2007, which also contains recommendations that are applicable in a takeover situation. The board of directors shall also establish guidelines as to how it will act in a takeover situation. The OSE stipulates that companies listed on Oslo Børs and Oslo Axess must publish an annual statement on the company's principles for corporate governance in accordance with the Norwegian Code of Practice for Corporate Governance or the equivalent code for companies with a primary listing on a foreign exchange. The rules also require that companies must account in particular for any deviation from the Norwegian Code of Practice for Corporate Governance and the reason for such deviation.