Competition Blog
EU and Competition Blog | februari 26, 2025

The Swedish Competition Authority Proposes Amendments to the Swedish Merger Control rules

On 24 February 2025, the Swedish Competition Authority (the “SCA”) submitted an official letter to the Swedish Government, proposing significant amendments to the Swedish merger control rules. The proposed changes emerge from the SCA’s own initiative, calling on the Swedish Government to initiate a formal legislative procedure for the proposed amendments. This follows an inquiry initiated by the Swedish Government in 2023 to assess the need for new and expanded competition tools. The SCA’s proposals mark another step towards changing and strengthening competition law enforcement in Sweden. For more details on the inquiry initiated in 2023 which is due to be published soon, please read our blog post here.

The SCA’s proposed amendments

The SCA highlights its current inability to intervene in mergers that distort competition in small and local markets, even when such mergers could significantly harm consumers and the market economy. According to the SCA, competition authorities in other countries are able to intervene and ultimately prohibit such mergers given that they are not bound by a geographical requirement as in Sweden. According to Swedish merger control rules, a merger can only be prohibited if it restricts competition in a “substantial part of Sweden”. Therefore, the SCA has proposed amendments to enable intervention in these cases.

Additionally, the SCA wishes to extend the timelines for its merger investigations. Currently, the SCA must conduct its Phase II investigations within three months, which is less than the statutory timeframes applying for the European Commission and other national competition authorities (which provide for 90 business days). The extended timelines are likely of high importance for the SCA, particularly given that it cleared a merger in 2023 due to lack of time, despite having competition concerns as we have previously reported (see blog post on the Remondis-case here). The SCA also proposes to extend the review period for the Patent and Market Courts, the specialised courts which handle all administrative competition law cases in Sweden, in appeals against the SCA’s merger decisions.

Summary of Proposed Amendments

The SCA proposes the following amendments:

  • Removing the requirement concerning the geographic area size (“substantial part of Sweden”) as a condition for prohibition or injunction against a merger in Sweden.
  • Changing the deadline for the SCA’s Phase II merger investigations from three months to 90 business days.
  • Allowing extensions of the Phase II investigation deadline, due to exceptional reasons or the parties’ consent, up to a maximum of 25 business days per decision, instead of one month.
  • Extending the deadline for the Patent and Market Court’s review of an appeal from six months to eight months.
  • Extending the deadline for the Patent and Market Court of Appeal’s review of the lower court’s decision from three months to four months.
  • Introducing a provision stating that the State is not responsible for the parties’ legal costs if the court dismisses the case because the notified merger cannot be implemented.

The SCA proposes that these amendments enter into force simultaneously with any potential changes resulting from the inquiry on new competition tools. The results from the on-going inquiry are expected to be presented on 28 February 2025.

Concluding remarks

The proposed amendments aim to enhance the SCA’s ability to investigate and potentially prohibit mergers. These developments align with trends in competition law across the EU.

Currently, few parties involved in a merger are willing to endure the time-consuming process of court proceedings, even if they believe they have a strong case. It remains to be seen whether the additional three months in appeal proceedings will further deter parties from appealing merger decisions adopted by the SCA.

By addressing perceived gaps in the current legislation, particularly concerning local market impacts, and extending review periods, the SCA aims to increase its ability to protect consumers and fair competition. Whether the Government and the Parliament will agree with the suggestions of the SCA and if so, whether that will be the case in practise is yet to be determined. Delphi will continue to monitor these developments closely.

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