Introduction

As a result of the implementation of the Takeover Directive, a new Act Concerning Public Takeover Bids in the Stock Market (SFS 2006:451) entered into force on 1 July 2006 (the ‘Takeover Act’). However, the Takeover Act is merely framework legislation. Under the Swedish Securities Market Act (SFS 2007:528), Swedish stock exchanges and other regulated markets must have rules for public takeover bids in respect of shares listed on the exchange. Such rules must comply with the Takeover Directive. The principal stock exchange for this purpose is the OMX Nordic Exchange Stockholm (the ‘OMX Nordic Exchange’), which adopted the latest edition of its Rules Concerning Public Takeover Bids in the Stock Market on 1 July 2007 (the ‘Takeover Rules’).

Under the Takeover Act, a public takeover bid may only be launched by a party that has made an undertaking to the stock exchange that operates the regulated market on which the offeree company is listed to (i) comply with the rules adopted by the stock exchange for such bids, and (ii) accept any sanctions which may be imposed by the stock exchange where such rules are infringed.

The Swedish Securities Council (Aktiemarknadsnämnden) (the ‘Securities Council’) oversees compliance with good practice on the Swedish securities market. Under the Takeover Rules, the Securities Council is empowered to issue statements and rulings on points of interpretation of the Takeover Rules, as well as to grant exemptions from the Rules. In addition, the Swedish Financial Supervisory Authority (Finansinspektionen) (the ‘SFSA’) has empowered the Securities Council to issue statements and rulings on matters under the Takeover Act, including granting waivers from the requirement to make a mandatory bid.