The MO for M&A in Norway

By Tormod Ludvik Nilsen; Arne Didrik Kjørnæs and Geir Sviggum, Wikborg Rein
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We will in a series of articles focus on mergers and acquisitions in Norway. The Norwegian legal system supports a free and open business environment, and acquisitions are no exception. Norway is sixth out of 183 economies in the World Bank’s ease of doing business ranking. This article concentrates on forms of acquisitions, registration of shares and marketplaces in Norway. Following articles will focus on inside information and disclosure obligations, mandatory bid and squeeze-out regulations. We’ll also look at merger regulations, and finally concentrate on competition law, employment laws and other areas of interest.

Forms of acquisitions

Company or business acquisitions can take numerous forms depending on the requirements of the acquirer, the corporate structure of the target company and the nature of its business. When structuring an acquisition, you should consider whether it will take form as an acquisition of the entire corporate entity or certain subsidiaries, of certain assets or as a merger. In determining the structure, which liabilities will be assumed from the target company and tax aspects are important. An acquisition of a listed company incurs stricter statutory requirements than an acquisition of a privately held company. For the latter, shareholders’ agreements and the articles of association are normally of greater importance.

Acquisition of entities

Shareholders of a private or a public limited liability company have a statutory pre-emption right in connection with share capital increases. Shareholders frequently rely on the company’s articles of association and shareholders’ agreement to raise the barrier for acquisitions of such companies. The provisions in the articles of association and shareholders’ agreement may impose restrictions or qualifications in respect of prospective partners or shareholders in order to avoid competitors buying into the business, or provide for rights to ensure the current shareholders receive part of any premium to be paid for the shares.

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Tormod Ludvik Nilsen is a senior associate at Wikborg Rein in Shanghai and Arne Didrik Kjørnæs is a senior partner at Wikborg Rein in Oslo. Geir Sviggum, a partner at Wikborg Rein in Shanghai, also contributed to this article

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