Norway’s merger regulations can require a degree of concentration

When acquiring or merging with a Norwegian business, certain mandatory Norwegian regulations apply, such as merger and competition regulations. There is no general legislation in Norway applicable to foreign investments. Within some sectors there is special legislation on concessions, limitations on ownership, etc., in particular within the finance, media and energy sectors. In the first of two articles on this topic, we look at some of the most relevant merger and competition regulations, without looking at specific legislation for individual sectors of business. Next month, we will explore employees’ rights in connection with a transfer of business.

The regulations

The relevant legislation for merger control in Norway is Chapter 4 of the Norwegian Competition Act of 5 March 2004 and the Regulation on Notification of Concentrations of 28 April 2004. The Norwegian Competition Authority (NCA) is the primary enforcer.

The merger control rules of the Norwegian Competition Act apply to “concentrations”. A concentration is deemed to arise where two or more previously independent undertakings, or parts of undertakings, merge, or one or more persons already controlling one or more undertakings acquire direct or indirect control on a lasting basis of the whole or parts of one or more other undertakings. The creation of a joint venture performing on a lasting basis all the functions of an autonomous economic entity constitutes a concentration, and is therefore subject to the merger control rules of the act.

Geir Sviggum is a partner at Wikborg Rein in Shanghai and Arne Didrik Kjørnæs is a senior partner at Wikborg Rein in Oslo