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Foreign Direct Investment (FDI) and the Swedish Protective Security Act

Foreign Direct Investment (FDI) and the Swedish Protective Security Act

There is an ongoing global trend of introducing national legislation requiring extensive scrutiny of acquisitions or investments in operators of critical infrastructure or sensitive technologies that may pose risks to a country’s security.

Sweden is preparing to introduce an FDI screening mechanism to assess foreign direct investments based on EU directive 2019/452. The new legislation is expected to enter into force on December 1, 2023. 

The scope of the proposal is quite broad and will apply to many transactions with Swedish nexus. Under the proposal, investments made by investors from third countries and EU Member States (including Sweden) are subject to a notification obligation prior to the implementation of the investment. The screening authority will have the power to clear investments subject to conditions, as well as prohibit investments. Please find more information about the proposal here: Bokwall Rislund – Swedish FDI-Regime in December – March 2023

In addition, there is an obligation under the Swedish Protective Security Act to notify business transactions that involve the transfer of security sensitive activities. The relevant authorities have received extensive powers and can prohibit a transaction for national security reasons.

This type of legislation has become an additional regulatory process that may play a crucial role in the planning of a transaction. Without a well-balanced strategy early in the process, a proposed transaction may be exposed to legal challenges, timing implications and increased costs.

Bokwall Rislund has extensive experience of handling regulatory reviews by national authorities. We provide legal and strategic advice to our clients throughout this process. This includes determining whether there is a filing obligation, ensuring that there are protection mechanisms in the transfer agreement and assisting in the preparation of the filing and consultation with the relevant authorities.

For filings required outside of Sweden, we coordinate the process together with reputable law firms from the relevant jurisdictions.

Enforcement under the Swedish Protective Security Act
In addition to reviewing transactions, Sweden has also strengthened the Swedish Protective Security Act and designated 13 national authorities that supervise and enforce compliance with the act.

The designated authorities have been given extensive powers to investigate and sanction non-compliance with the law. This includes requesting all necessary information, making inspections at the premises of the entities conducting security sensitive activities as well as their suppliers and issuing fines amounting to up to SEK 50 million for non-compliance with law. 

At Bokwall Rislund, we have extensive experience of assisting companies through this type of investigations. This includes appeals and court procedures based on the authorities’ decision. During the process, we assess the legal risks and provide continuous legal and strategic advice to ensure the best possible outcome.

For more information contact:
Omar El Khatib