A party to a swap agreement

An agreement between two counterparties to exchange one cashflow type for another at regular intervals on pre-agreed terms, for a pre-agreed timespan.

This can refer to where shares are given to managers/founders in either a MBO or venture capital context, not in return for cash, but based on the recipient’s effort and contribution to the MBO/venture capital project. Here, the intention is to reward the company’s management/founders by providing them with stakes in the relevant business for their past and continuing efforts within such enterprise. Such arrangements will typically involve an allotment and issue of shares by an investee company (usually a private limited company) to managers/founders for non-cash consideration. Such consideration can take many forms, eg the relevant provision of services by such managers/founders to such investee company, their continued involvement in the business affairs of such company etc. The specific nature of such consideration will be agreed by the relevant parties to the transaction.

1. What is the applicable legislation? Sweden has two key investment control regimes. The Swedish Screening of Foreign Direct Investments Act (the FDI Act), which entered into force on 1 December 2023, is the main regime covering foreign direct investment screening in Sweden. The FDI Act applies to investments in businesses with activities deemed protection-worthy (see more below under Section 3). The object of protection is ‘Sweden’s security and public order or public security in Sweden’. The Swedish Protective Security Act (the PSA), which has been in force since 1996, has a narrower scope than the FDI Act in terms of investment screening, applying only to investments in businesses conducting security-sensitive activities. This covers activities of importance to Sweden's security or that are subject to an international protective security commitment binding to Sweden. The object of protection is ‘Sweden’s security’. The FDI Act and the PSA have partly overlapping scopes of application. As a result of the overlapping scope,

This table summarises all completed investigations by Sweden’s competition authority (the Swedish Competition Authority—SCA) into alleged cartels, anti-competitive agreements and abuses of dominant positions (Articles 101/102 TFEU and national equivalents) since 2018.w Note—only investigations that have been made public are included in this table. 2025 Investigations under Article 101 TFEU/Chapter 2, Section 1 of the Competition Act Case name, companies under investigation and industry Issues Developments Digital healthcare services• Doktor.se• Min Doktor SEK• Doktor24• Kry Restrictive agreements • Infringement decision announced—03/04/2025; fines totalling SEK 26m imposed Investigations under Article 102 TFEU/Chapter 2, Section 7 of the Competition Act The Swedish Competition Authority has not yet issued any decisions under Article 102 TFEU/Chatper 2, Section 7 2024 Investigations under Article 101 TFEU/Chapter 2, Section 1 of the Competition Act The Swedish Competition Authority did not issue any decisions under Article 101 TFEU/Chapter 2, Section 1 in 2024 Investigations under Article 102 TFEU/Chapter 2, Section 7 of the Competition Act The Swedish Competition Authority did not issue any decisions under Article 102 TFEU/Chatper 2, Section 7 in

NOTE—to see whether notification thresholds in Sweden and throughout the world are met, see further: Where to Notify. 1. Have there been any recent developments regarding the Sweden merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Sweden? The Swedish merger control rules are found in the Swedish Competition Act (Competition Act). The latest reform of the Competition Act has been adopted and entered into force on 1 August 2026. It follows the 2018 reform, under which the Swedish Competition Authority (SCA) was given decision-making power to prohibit mergers and clear mergers conditionally, and gives the SCA further tools to detect and intervene against problematic mergers. The existing turnover thresholds will continue to apply. A merger must be notified if the combined turnover in Sweden of all undertakings concerned exceeds SEK 1 billion and the turnover in Sweden of each of at least two of the undertakings concerned exceeds SEK 200 million. The SCA may also request notification where the first

The responses provided in this article are general. Kindly note that specific situations and circumstances might lead to different answers. Loan market and developments Please provide a brief overview of the current state of the loan markets in your jurisdiction and any significant recent market developments The Swedish financial market, including its loan sector, has faced a notable shift in recent years amid rising macroeconomic uncertainties and interest hikes. By the first quarter of 2024, buyout deal volumes in Sweden saw a significant decline, mirroring a broader slowdown across the Nordic region. Nevertheless, the market has shown resilience, with investors increasingly concentrating on high-growth sectors like technology, renewable energy, and healthcare, where long-term potential remains strong. Further, Software as a Service (‘SaaS’) entities have been interesting targets. In response to changing market dynamics, alternative financing sources have grown in importance within Sweden's loan market. Direct lending funds and private credit vehicles have gained substantial traction, providing corporate borrowers with flexible, non-bank financing options. This trend reflects investors' strategic shift toward private credit. The

Arbitration analysis: The Svea Court of Appeal in Sweden rendered a judgment on 18 April 2023 in response to a challenge to an arbitral award brought by Friendly Building AB (Friendly Building) against ELSAFEMHUNDRANIO KB (Elsa). The Court of Appeal rejected the challenge brought by Friendly Building and applied a pragmatic approach to the arguments raised in the challenge. The Court of Appeal’s judgment considered the obligations imposed on arbitrators under the Swedish Arbitration Act and found that there were no grounds to set aside the arbitral award. The pragmatic approach adopted by the Court of Appeal in this case reflects the Swedish courts’ increasing recognition of the final and binding nature of arbitral awards, and its determination to preserve the remedy for setting aside awards for cases that involve legitimate procedural issues. Written by Andreas Johard, partner at Hammarskiöld law firm, Stockholm, Sweden, Adam Runestam, associate at Hammarskiöld.

The Swedish Arbitration Association (SAA) has announced an expert panel discussion to be held on 21 October 2025 in Stockholm, examining the implications of the EU's Artificial Intelligence (AI) Act for international arbitration practice. The panel will address practical challenges and legal uncertainties arising from the AI Act's application to arbitration proceedings. Key discussion topics include: (1) whether arbitrators' use of AI tools falls within the scope of the EU AI Act; (2) the regulatory framework and jurisdictional boundaries of the AI Act as it applies to arbitration; (3) compliance obligations for arbitrators and arbitration institutions; and (4) potential risks and challenges associated with AI-assisted arbitration proceedings. Registration closes on 17 October 2025.

Arbitration analysis: The Svea Court of Appeal (Court of Appeal) has dismissed a challenge of an arbitral award under the Cyprus-Moldova bilateral investment treaty (BIT). The claimant, Komaksavia Airport Invest Ltd (Komaksavia), challenged the award on the basis that the Tribunal had wrongly dismissed Komaksavia’s claims for lack of jurisdiction by failing to apply the so-called doctrine of assertion. The ruling clarifies that the arbitration clause in the BIT constitutes a standing offer from the contracting states to submit disputes to arbitration, but only to those who qualify as investors under the agreement and who have made an investment. Whether a party requesting arbitration has made an investment is primarily a matter of consent to arbitration, and the so-called doctrine of assertion is not applicable to establish jurisdiction of an arbitral tribunal. Accordingly, the mere assertion of an investment under a BIT is insufficient to establish jurisdiction of an arbitral tribunal. Written by Andreas Johard, partner at Hammarskiöld’s arbitration team, and Zack Norén, associate at Hammarskiöld.

Arbitration analysis: Svea Court of Appeal (the ‘Court’) set aside an award because the tribunal had exceeded its mandate by granting relief which was deemed to be outside the scope of claimant’s request for relief. The Court clarified that the principle of party dispositions, which is a fundamental principle in civil proceedings in Sweden, applies also in arbitration. This means that the tribunal may not rule on anything else or more than the specific request for relief made by a party, also known as non ultra petita. In this case, the Court found that claimant had requested the tribunal to order respondent to post a security for a certain amount in Swedish krona. However, in the award the tribunal ordered respondent to post a security equivalent to guaranteed rental amount for 36 months. The Court held that the tribunal had granted other relief than what had been requested by claimant and, thus, exceeded its mandate. The case has been appealed to the Swedish Supreme Court. Written by Ginta Ahrel (Partner) and Mathilda Wahlgren (Associate) at Westerberg & Partners, Stockholm.

Arbitration analysis: The Svea Court of Appeal (Court of Appeal) and the Swedish Supreme Court (Supreme Court) rendered two separate but related landmark cases on 13 and 14 December 2022, declaring two intra-EU investment arbitration awards invalid as the awards contradict fundamental principles of EU law. The Supreme Court declared an intra-EU investment award invalid as it violated procedural ordre public (public policy). According to the Supreme Court, this applies regardless if the award is based on an ad hoc arbitration agreement or if the arbitration agreement is derived from a Bilateral Investment Treaty (BIT). The Court of Appeal found that an award under the Energy Charter Treaty (ECT) lacks arbitrability and the investment award in question was therefore declared invalid.