Navigating Merger Control

Understanding concentrations and the notification obligation

Under Swedish law, the term “concentration” covers transactions that leads to a lasting change in company control, such as mergers, acquisitions, or arrangements where one entity gains control over another. While these transactions can bring economic benefits, such as increased scale and improved market offerings, they may also reduce competition, potentially resulting in higher consumer prices, limited product choices, and other negative outcomes. To safeguard the market, the SCA mandates notification of concentrations that reach specific revenue thresholds.

The obligation to notify arises under the Swedish Competition Act if the combined revenue of the involved parties exceeded SEK 1 billion in Sweden in the previous fiscal year, and if at least two of the parties individually generated over SEK 200 million in revenue within Sweden during the same period. If these thresholds are not met, notification is generally unnecessary, although the SCA retains discretion to require notification even for concentrations below these thresholds where particular grounds exist to suspect that effective competition may be significantly impeded. Companies may also choose to voluntarily notify a concentration if they wish to obtain legal certainty. The new regulations formally encourage parties considering a voluntary notification to discuss the matter with the SCA through pre-notification contracts before filing.

The notification must be filed before the transaction is implemented. The appropriate moment is typically once sufficiently concrete plans exist, such as a signed letter of intent or preliminary agreement. For public takeover bids, announcement of the offer generally constitutes a sufficient basis for notification. From the point of receipt of a complete notification, the SCA has 25 working days to decide whether to proceed with an in-depth investigation, a period that extends to 35 working days where the parties submit commitments during the initial phase. The transaction may not be implemented prior to clearance unless the SCA grants a specific exemption.

A structured approach to market classification

One of the most notable features in KKVFS 2025:1 is the classification of markets into three distinct categories, each carrying different information requirements. Under the previous regulations, no equivalent framework existed, and parties had greater latitude in how they approached market analysis.

The first category, affected markets, arises where the parties have a combined horizontal market share of 20 per cent or more, or where a vertical relationship exists and one party holds at least 30 per cent. A vertical relationship in this context means that one party operates at a different level of the supply chain from the other, for example as a supplier to a market in which the other party is active as a buyer or distributor. Transactions touching these markets attract the comprehensive information requirements, covering market size and structure, the competitive position of each party and its principal rivals, customer relationships, barriers to entry, and research and development activity, among other matters.

The second category covers markets that horizontally overlap or vertical relationship exists but falls below the thresholds of the first category markets. These are markets that may be affected by the transaction where more limited information requirements apply. 

The third category, other markets where the concentrations may have a significant impact, is designed to capture situations such as potential competition, where one party holds more than 25 per cent and the other is a potential entrant, or where the parties operate on closely related adjacent product markets with combined shares of at least 30 per cent.

Importantly, the new regulations require notifying parties to discuss all reasonable alternative product and geographic market definitions, and to present data for each plausible scenario. The market categorization, and therefore the information burden, must be assessed against all alternative definitions, creating an expansion compared to the previous regulations, under which parties had greater discretion to direct the analysis toward a single preferred market definition. 

Expanded documentary requirements 

The new regulations expand the categories of internal documents that must accompany the notification at the time of filing, rather than being requested subsequently during the investigation. The SCA stated rationale is that this information was in practice regularly required at a later stage of the review and requiring it from the outset is intended to enable a more efficient process to the benefit of all concerned.

Where an affected market exists, parties must submit internal materials prepared for or received by senior management, board members, or equivalent decision makers that evaluate the transaction with respect to its strategic rationale, market shares, competitive conditions, and potential for expansion. This encompasses analyses, reports, studies, markets surveys, and presentations. 

Where no affected market arises, but the transaction gives rise to markets in the second or third category, the documentary obligation is more limited. In those circumstances, the notifying party must submit presentations prepared for senior management or the board in connection with the transaction.

In addition to these internal documents, a complete notification must include the most recent annual reports for each party, the transaction agreements or, where final versions are not yet available, their most recent drafts, and turnover figures for each party covering both worldwide revenues and revenues generated in Sweden. All information provided must be accurate, complete and submitted on oath, and documents may not be redacted except to the extent permitted under the Swedish Competition Act.

Key considerations and summary

In summary, the updated notification requirements and procedures under KKVFS 2025:1 represent a meaningful increase in the demands placed on notifying parties. The obligation to analyze all reasonable alternative market definitions, combined with the expanded upfront documentary requirements, means that merger control cannot realistically be treated as a process to be initiated at a late stage of transaction planning. Engaging legal and economic advisers early, beginning document collection in parallel with commercial and legal due diligence, and initiating pre-notification contacts with the SCA where the transaction may raise competition concerns are all measures that will materially reduce the risk of delay and facilitate a timely and orderly clearance process.

Early experience with the framework since its entry into force suggests that these concerns have proved well-founded in practice, though the increased burden has been manageable for parties that approached the process with adequate preparation. The three-tier market classification system and the obligation to assess all reasonable alternative market definitions have added a meaningful layer of analytical work to the pre-filing phase, requiring deal teams to engage with market definition questions earlier and more systematically than under the previous framework. Similarly, the expanded upfront documentary requirements have placed greater demands on internal document identification and review processes, with strategic analyses, board materials and presentations needing to be gathered and assessed well before the notification is filed. For transactions giving rise to affected markets, these requirements have in some cases been substantial. That said, parties that have integrated merger control planning into their overall transaction timeline from the outset, in line with the recommended approach recommended above, have generally been able to navigate the new requirements without material disruption to deal timelines. The SCA's encouragement of pre-notification contacts has also proved a constructive development, as early dialogue with the SCA has enabled parties to obtain useful guidance, reducing uncertainty and facilitating more targeted and complete filings. For transactions that do not give rise to affected markets, the information burden has remained comparatively contained. The overall picture is therefore one of increased rigour rather than prohibitive complexity, provided the process is approached with appropriate planning and resourcing from the outset.

If you have any questions regarding a notification to the SCA, please feel free to contact us at Deloitte Legal.

*The information provided should not be considered exhaustive or as legal advice. For advice on specific cases, please contact us through the channels listed below.