SWEDEN: An Introduction to Competition/European Law

Introduction

The Swedish competition law scene has seen major movement during the past year. Recent developments range from proposals to expand the enforcement toolbox of the Swedish Competition Authority (SCA) and lowering the statutory bar for intervention in merger control cases, to the introduction of a new filing form. With a newly appointed and seasoned antitrust lawyer, Marie Östman, at its helm the SCA can be expected to take a more active role, fuelled by a boost in budgetary resources. Recent cases from the Swedish courts demonstrate that competition law cases are finding their way up to the highest level of the judiciary, but that outcomes continue to be difficult to predict. Several statutory amendments are proposed to enter into force within the next 18 months and are expected to have a direct impact on deal-making and competition law compliance more generally. The SCA’s study into price transparency in the veterinary sector, announced in March 2025, also shows that the authority is attuned to sectors that are in the spotlight elsewhere in Europe. In this article, we summarise some of the key competition law updates from Sweden.

Legislative Proposals to Expand the SCA’s Powers

On 7 March 2025, the inquiry on new competition tools commissioned by the government presented its report. The inquiry addresses three main areas: the introduction of a new competition tool, a duty to provide information about mergers, and amendments to rules on anti-competitive public sales activities. The suggested entry into force is 1 August 2026 (ahead of the general elections in September 2026), but the proposals remain subject to approval by parliament.

First, the inquiry proposes the introduction of a new competition tool for well-functioning markets; ie, a form of market investigation tool. The inquiry identified the limited possibilities for the SCA to impose behavioural or structural remedies that are forward-looking and suggests a broader competition tool, enabling the SCA to direct measures towards entire markets or sectors, rather than just individual undertakings. This tool would allow the SCA to implement pro-competitive measures, addressing market-wide issues and not only react to specific anti-competitive practices. The proposed tool would align with practices in neighbouring countries and aims to improve competition, especially in digital markets or structurally deficient markets.

Secondly, the inquiry signals that transactions falling below the current filing thresholds could be anticompetitive and proposes to give the SCA authorisation to impose a duty to provide information on any merger or acquisition that currently does not need to be notified. In order to address the alleged enforcement gap, the new duty would require undertakings to inform the SCA about intended mergers, providing a description of the parties, the transaction and the expected time for implementation. The SCA would review the information provided and decide whether formal notification is necessary within 15 working days. This change aims to enhance the effectiveness of merger regulations and ensure better market competition.

Finally, the inquiry recommends enacting a new Act on public sales activities. The inquiry suggests a new law prohibiting public actors from conducting sales activities that unduly affect private actors’ market opportunities unless justified by public interest. The new law would also extend to state actors and require regular evaluations and separate reporting of public sales activities. The SCA would oversee the new Act, with powers to issue orders and impose fines for non-compliance.

The inquiry concludes that these proposed changes would enhance competition in Swedish markets by providing the SCA with more effective tools and oversight capabilities. The new proposals aim to create a more level playing field between public and private actors, fostering a competitive and dynamic market environment.

SCA Seeks Extensions of Statutory Review Periods in Merger Cases and Powers to Intervene in Small/Local Markets

In parallel to the suggestions of the abovementioned inquiry, the SCA has asked the government for two additional amendments to the Competition Act’s rules on review of notified concentrations.

First, the SCA argues that cases are becoming increasingly complex and that the current review periods are too short to allow a meaningful and efficient review. Under the current rules, concentrations may be reviewed for 25 business days in Phase I, and three calendar months in Phase II. Under specific circumstances or with the parties’ consent, these periods can be by extended one month at the time. In case of appeals, the court of first instance may review a concentration for six months whereas the court of appeal may review a concentration for three months.

The SCA suggests that Phase II is extended to 90 business days (instead of today’s three calendar months), exceptional extensions may be extended to 25 business days (instead of one calendar month), the review of the court of first instance is extended to eighth months (instead of six), and the review of the court of appeal extended to four months (instead of three).

Secondly, the SCA argues that it is unable to intervene against concentrations effecting small or local markets as the current rules require that a concentration affects the nation as a whole or a significant part of it in order for the SCA to intervene, regardless of any foreseeable effects on small or local markets. Against this background, the SCA asks that the threshold for intervention is lowered to allow for intervention to the benefit of such small or local markets.

New Notification Form

The SCA has announced new requirements for submitting a Swedish merger control notification, with effect from 26 May 2025.

The underlying driver, according to the SCA, is that the previous requirements had been in place since 2010 and were due an update to reflect the SCA’s decisional practice, the overall increased digitalisation of society, and to conform with the European Commission’s Form CO.

By imposing several new information disclosure requirements, the revised requirements will increase the time, complexity, and cost associated with preparing a Swedish merger control filing. For example, the notifying party is required to disclose a wider set of internal documents than previously, such as certain market-related documents even if they were not prepared specifically for the notified transaction. The notifying party will also have to comment on all plausible relevant market definitions and explain what data it has that could be used for quantitative market analysis.

The revised requirements will likely also increase the timeline for a Swedish merger control process by putting an increased emphasis on pre-notification discussions with the SCA prior to formally filing the transaction. It is already the case that arties commonly engage in pre-notification discussions with the SCA on more complex cases, but the new guidelines indicate that pre-notification discussions should now be considered the norm for all cases giving rise to affected markets.

It remains to be seen whether, and if so how, the SCA will adjust its internal processes to ensure that case teams engage constructively and quickly with notifying parties throughout the filing process while simultaneously having to handle increased volumes of documents and data. The second half of 2025 is likely to be characterised by such “teething” issues while the SCA and all other stakeholders adjust to the new requirements.

Three-to-Two Merger Cleared by the Patent and Market Cout and Court of Appeal

In April 2024, the SCA blocked Apotekstjänst Sverige AB’s acquisition of Svensk dos AB. Both companies provide automated dose dispensing of fixed dose pharmaceuticals. Dose dispensing means that tablets/capsules are removed from the original packaging and repackaged into separate sachets. The dosage in each sachet is tailored to the needs of the patient. The majority of customers are public bodies.

The SCA’s blocking decision was appealed by all parties; ie, Apotekstjänst (buyer), Svensk dos (target) and Oriola (seller), resulting in separate decisions from the Patent and Market Court (PMC) regarding the right to appeal a blocking decision. The appeal was ultimately submitted by Apotekstjänst with Oriola intervening on the side of Apotekstjänst. In November 2024, the PMC dismissed the appeal and upheld the SCA’s blocking decision. Apotekstjänst appealed the PMC’s decision to the Patent and Market Court of Appeal (PMCA). In March 2025, the PMCA quashed the PMC’s decision, thereby allowing the merger to proceed. It should be noted that the PMCA’s decision was adopted by the court’s head of division and two economic experts. The remaining two judges on the five-seated bench delivered a (joint) dissenting opinion.

The PMCA’s decision is largely based on an analysis of the dose dispensing market being a bidding market. With references to Klemperer’s bidding market model, the PMCA found that the market was “lumpy”, that an existing contract did not afford an advantage in future tenders (empirical data showed that existing contracts were afforded to another player in 70% of the cases examined, which was deemed to be close to “perfect competition”) and that there were no capacity constraints. The PMCA therefore concluded that a reduction from three to two players would not impede competition since competition takes place anew in each tender. The PMCA also assessed barriers to entry, the risks of price dumping and tacit collusion, but none of these elements were sufficiently aggravating for the court to reach another conclusion.

The dissenting judges pointed out, among other things, that the empirical data (referred to by the majority) was based on a set of 20 tenders, that this was a relatively low number of tenders and that concluding that there had been a change of supplier in 70% (ie, 14 out of 20) of tenders was vitiated by material flaws. The dissenters therefore called for a closer examination of competitive dynamics and the competitive pressure exerted by Apotekstjänst on Svensk dos and vice versa.

The SCA’s newly appointed director general, Marie Östman, has commented on the judgment in a separate press release. Östman notes that guidance from the top courts is important for the SCA’s supervision, that the outcome in the PMCA is not what the SCA had wished for, and that the PMCA rarely has the opportunity to assess concentrations.

Digital Care Providers Fined for Anti-Competitive Co-operation

In addition to mergers and markets reforms, the SCA has demonstrated that it continues to monitor horizontal and vertical agreements between companies. This is likely to continue going forward, particularly in markets where consumers are seen as more vulnerable.

In April 2025, the SCA fined three digital care providers for illegally co-operating on the purchase of search ads on Google. A fourth provider avoided sanctions by blowing the whistle on the arrangement. The digital care providers were found to have agreed that a user searching on Google for one company would not see search ads relating to the other companies (and vice-versa). This arrangement was held to be anti-competitive by the SCA on the basis that the parties were therefore not competing fully against each other for such customers.

The combined fine amounted to around SEK26 million while the highest individual fine was a SEK15 million fine imposed on one participant.

Market Studies Published by the SCA in 2024

During 2024, the SCA published three market studies addressing market conditions and suggesting possible measures to enhance competition.

In the Review of the food industry, the SCA observes a lack of competition in the food supply chain which could be explained by the fact that there are few players in processing and retail, a lack of store locations in the country’s municipalities, and that retailers’ contractual arrangements create barriers to entry and negatively affect market dynamics.

In the Analysis of fuel prices, the SCA observes that fuel prices have increased significantly in recent years and concludes that the fuel market in Sweden is characterised by few players and a high degree of price transparency in terms of recommended prices, but limited opportunities to compare pump prices.

In the Municipalities’ impact on competition in public charging of electric vehicles, the SCA observes that the municipalities have a number of roles to play to facilitate a functioning electrical charging market and that the market is characterised by a lack of comprehensive approach, which affects market developments.