From a global point of view, Europe seems to be a puzzle whose pieces are difficult to put together and which are constantly changing and sometimes disappearing altogether. This view applies not only to business executives who think in terms of markets but also to lawyers as well who are supposed to think in terms of jurisdictions.
In the Nordic region, there are countries that are members of the European Union (“EU”) and countries that are non-EU members. Among the Nordic EU member states, Finland is the only country that is also a member in the European Economic Monetary Union (EMU), while Sweden and Denmark are non-euro EU members, and Norway and Iceland are neither EU nor EMU members.
It is no simple task, therefore, to reach decisions with respect to business, or to assess legal questions concerning the acquisition of Nordic businesses. Subsequently, the relevant laws of the jurisdiction where the M&A transaction will be made must definitely be consulted with local lawyers.
Contrary to the confused situation stated above, Nordic countries have a long tradition in harmonizing and modernizing legislation beyond the EU. As a result, the Nordic countries can be considered as a single regional jurisdiction in some relevant issues.
Consistent with this, investors are seeking to treat the Nordic as a regional market and this trend is likely to continue and strengthen.
Direct investment in the Nordic region can be made by purchasing an existing business. Laws governing such acquisitions in Europe have been almost exclusively national. Over the past few years, regulations governing sizeable mergers and acquisitions have been harmonized in EU law as part of the EU’s competition policy. Despite such competition legislation being the most harmonized of all EU legislation, it has not been necessarily harmonized to the same degree among and between all Nordic countries.
Furthermore, M & A transactions always contain a number of legal problems beyond the competition aspects and the primary concern with smaller transactions is not usually related to competition legislation at all.