Sweden: What happened in 2018 and significant events in 2019
Corporate and Commercial
Foreign investment control: The European Commission has proposed a new regulation for investment screenings in the EU, which includes (i) a framework for screening by member states, (ii) a co-operation mechanism between member states and the Comission and (iii) a Commission screening for EU projects. The new regulation looks likely to become law in 2019.
Shareholders rights directive: The Swedish implementation of the EU Shareholder Rights Directive is due to come into force in June, resulting in, among other things, ‘say on pay’ rules and a new chapter in the Swedish Companies Act regarding a special decision-making arrangement for “significant transactions with related parties”. Transactions with a related party with a value exceeding SEK 1 million which corresponds to at least 1 per cent of the company’s value shall be subject to shareholder approval.
Shareholders’ right to request items on the agenda restricted: The implementation of the EU Shareholder Rights Directive in June also proposes that the shareholders’ right to request items to be included on the agenda of the general meeting in public limited companies should be restricted. The board of directors shall only be obliged to include items on the agenda if owners of at least 1/10,000 of all shares in the company or at least 25 of the company’s shareholders stand behind the inclusion of an item.
Leo rules amendment: In addition to the implementation of the EU Shareholders Rights Directive in June, the so-called Leo rules are due to be amended, entailing, among other things, that the rules of majority are reduced from nine-tenths to two-thirds of both the votes cast and the shares represented at the general meeting.
Review of the Swedish Corporate Governance Code: The Swedish Corporate Governance Board (Sw. Kollegiet för svensk bolagsstyrning) has initiated a major review of whether the Swedish Corporate Governance Code (Sw. Svensk kod för bolagsstyrning) is still relevant and up to date, starting with a number of round table discussions with Swedish and foreign Code users. The board’s plan is to present proposals for any required revisions in the coming year.
Modernisation of the Arbitration Act: In August 2018, the Swedish Government put forward a bill which aims to modernise the Arbitration Act (Sw. lag (1999:116) om skiljeförfarande). The amendments are due to come into force in March and adapt the act to multi-party arbitration, introduce the possibility to appeal decisions regarding the arbitrators’ competency to the Court of Appeal and limit the time period under which a party may challenge an arbitral award from three to two months. Read more...
Proposed EU copyright directive: The EU has proposed a controversial new directive which will reform online copyright by, among other things, placing greater liability on platforms that allow users to share content.