About the Swedish Securities Council
Through statements, advice and information, the Swedish Securities Council (Sw. Aktiemarknadsnämnden) promotes good practices in the Swedish stock market.
The Council began its operations in 1986 at the initiative of the Federation of Swedish Industries and the Stockholm Chamber of Commerce. Today the Council is one of three organizations that make up the Association for Generally Accepted Principles in the Securities Market. The others are the Swedish Corporate Governance Board and the Swedish Financial Reporting Board. The members responsible for the association are the Swedish Association of Listed Companies, FAR (the institute for the accounting profession in Sweden), the Swedish Investment Fund Association, the Institutional Owners Association, Nasdaq Stockholm, the Swedish Bankers’ Association, the Swedish Association of Stockbrokers, the Confederation of Swedish Enterprise and Insurance Sweden.
Any action by a Swedish limited company whose shares are admitted to trading on a regulated market in Sweden or listed on one of the multilateral trading facilities First North, Nordic MTF and Aktietorget, or by a shareholder of such a company, which relates to or may be of importance to a share in such a company may be subject to the Swedish Securities Council’s evaluation. The same applies to foreign limited companies whose shares are admitted to trading on a regulated market in Sweden or listed on any of the abovementioned trading facilities, to the extent such actions must comply with Swedish rules. At present, there are two regulated markets in Sweden; Nasdaq Stockholm and NGM Equity.
Companies whose shares are admitted to trading on a regulated market in Sweden or listed on any of the abovementioned trading facilities are equated with companies which have taken actions to list their shares on any of these marketplaces.
The Financial Supervisory Authority has delegated to the Swedish Securities Council the duties referred to in chapter 7, section 10 of the Act on Public Takeover Offers on the Stock Market (FFFS 2006:4). This means it is incumbent upon the Council to rule on the following issues cited in the act:
a) Extensions of the time limit to prepare and apply for approval of offer documentation (chapter 2, section 3, paragraph 2)
b) Whether a mandatory bid must be offered by a party closely related to the bidder (chapter 3, section 4) c) Decisions whether a mandatory bid applies according to the provisions in chapter 3 of the act (chapter 7, section 4)
d) Decisions whether a particular action conflicts with the provisions on defensive measures in chapter 5 of the act (chapter 7, section 4)
e) Exemptions from the provisions on mandatory bids (chapter 7, section 5)
f) Exemptions from the provisions on defensive measures (chapter 7, section 5)
Nasdaq Stockholm and NGM have delegated to the Swedish Securities Council the right to decide on exemptions from the provisions in each marketplace’s rules on public takeover offers on the stock market and how these rules are interpreted.
Organization and decision-making process
The Swedish Securities Council is comprised of representatives of the business community. The Council consists of a Chairman, Vice Chairman and up to 30 other members. The Council has a secretariat led by the Executive Director.
At least four and not more than eight members participate in the evaluation of a case. The composition is determined according to the principles in the rules of procedure. An especially important case can be considered by a plenary session at the initiative of the Chairman.
On behalf of the Council, the Chairman or Executive Director may rule on cases that are urgent, where similar issues have already been considered or cases of lesser importance.
The Swedish Securities Council can issue statements on its own or after a petition. The Council itself determines whether a petition should lead to an evaluation. Special consideration is given to issues that set a principle or are of practical importance to the stock market. The Council will also consider whether the issue is or is expected to be considered elsewhere.
The Council’s statements are issued in writing. If it is issued as a result of a petition, a statement will be sent to the applicant as soon as it is completed.
To contribute to the development of good practices in the stock market, the Council releases its statements publicly, unless a specific case must be kept confidential for certain reasons.
A statement concerning a planned action may not be made public by the Council before the action is taken, is made public by those planning the action or has otherwise become public knowledge. If the Council determines that a statement is of particular importance to promoting good practices in the Swedish stock market and that its release could be handled in such a way that company secrets or other sensitive information are not revealed and that no one is damaged in any other way, such a statement may be released anonymously and in summarized form.
If a statement concerns an interpretation whether a mandatory bid applies according to the provisions in chapter 3 of the Takeover Act or a ruling whether a specific action conflicts with the provisions on the defensive measures in chapter 5 of the same act, and the ruling means that the application will be accepted wholly or in part, the statement is always made public. Public notification is made immediately or, if special reasons exist, at a later date determined by the Council.
Statements are publicly released on the Council’s website. The website allows visitors to subscribe to public statements.
Reevaluations and appeals
Statements by the Chairman or Executive Director may be reevaluated by the Council at the request of the applicant. Reevaluations of such rulings are made by the Council in its usual composition, unless it is obvious that the ruling will be amended.
When the Council issues a statement on an issue delegated by the Financial Supervisory Authority, its ruling may be appealed to the Financial Supervisory Authority by the person involved, if the ruling went against him or her. The appeal must be filed in writing. The appellant must indicate which ruling is being appealed and the change being requested.
A written appeal must be received by the Swedish Securities Council within three weeks of the date the appellant was informed of the ruling. If the appeal relates to an interpretation by the Council whether a mandatory bid applies according to the provisions in chapter 3 of the Takeover Act or a decision whether a specific action conflicts with the provisions on the defensive measures in chapter 5 of the same act, and the decision is appealed by someone other than the appellant, the appeal must be received by the Council within three weeks of the date the ruling was made public. The same applies if the ruling concerns an exemption from the provisions on mandatory bids and defensive measures.
Companies, advisers or others can request an opportunity discuss an issue with the Council’s secretariat without having the issue evaluated by the Council. Such consultations are arranged through personal meetings, by e-mail or telephone.
Members and rapporteurs of the Council, who, in connection with the consideration of a case, obtain information on circumstances not indicated in any public statement or otherwise publicly accessible, must abide by the rules of confidentiality and may not improperly utilize this information. The same applies to others who have access to the information in connection with the Council’s consideration.
Petitions to the Council must be submitted in writing, unless the Chairman has stated otherwise. The circumstances that compelled the petition must be clearly spelled out. If a petition is incomplete, it may be declined.
A hard copy of the petition must be filed with the Swedish Securities Council’s secretariat, in addition to a copy e-mailed as a Word attachment to email@example.com.
In urgent cases, the secretariat should be contacted by telephone before a petition is filed.
It is the responsibility of anyone who has contact with the Council regarding a ruling to provide relevant, exhaustive, accurate and clear information. Questions from the Council are to be answered without delay and all contact with the Council is to be characterized by transparency and urgency.
The Swedish Securities Council charges a fee to consider petitions and for consultations.
For cases ruled on by the Council, the basic fee is SEK 75,000 (excl. VAT), in addition to fees paid to participating members and the rapporteur.
For cases ruled on by the Chairman or Executive Director, the basic fee is SEK 20,000 (excl. VAT), in addition to fees paid to the Chairman and the rapporteur.
If a petition is withdrawn the day before or on the day of the scheduled meeting, one-half of the applicable basic fee is charged.
For consultations regarding questions of fact that require investigation, the minimum fee is SEK 3,000 (excl. VAT). Simpler questions are answered free of charge.
An invoice is sent to the applicant when the Council’s consideration of the case or the consultation is completed. The basic fee and the minimum variable fee payable to the chairman and the rapporteur shall, if so requested by the Council, be paid in advance.
Unless agreed otherwise, the invoice will be issued to the applicant's legal counsel.