Competition & FDI Quarterly – Q1 2025
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The Director General of the Norwegian Competition Authority has left her position mid-term
Earlier this year, it was announced that the Director General of the Norwegian Competition Authority, Ms. Tina Søreide, decided to step down from her position as of 31 January 2025, three years before the end of her six-year term.
Ms. Søreide’s resignation follows internal conflicts at the competition authority that was extensively covered in Norwegian media. Through several interviews, the former Director has communicated that she led an organisation that proved to be unprepared for transformation, and that it became impossible for her to effectively fulfil her duties following several occurrences of employee whistle blowing.
Under Ms. Søreide’s tenure, the authority has faced setbacks in several high-profile cases and has been criticised for long processing times in investigative matters. Additionally, the authority has been under political pressure to tackle concerns in the grocery sector.
Looking ahead, the pressure on the authority is unlikely to diminish as the Parliament in December 2024 adopted a new Market Investigation Tool, set to be implemented in July 2025. The tool empowers the authority to conduct market investigations and impose remedies to address competition concerns across various sectors, with the grocery market being a prime candidate for scrutiny.
Pending the appointment by the King in Council of a new authority lead, Mr. Gjermund Nese is currently serving as the acting Director General. We are now waiting for the appointment of a permanent Director General and await with interest to see how the new Director will shape the authority’s direction in the coming term.
Ruling in landmark follow-on damages case
On 17 March 2025, the Court of Appeal delivered a much-awaited judgement in favour of the Norwegian postal operator Posten, in its follow-on damages claim against four truck manufacturers — Volvo/Renault, DAF, Daimler and MAN. The claim was based on the European Commission’s finding that the truck manufacturers had colluded in the setting of gross list prices over a period of 14 years.
Awarding Posten approx. EUR 10 million plus interest in damages, the judgement is a landmark decision in Norwegian competition law enforcement and sets a precedent for the assessment of causation and quantification of damages in follow-on cartel damages claims. The decision demonstrates that Norwegian claimants have a fair chance of recovering damages following anti-competitive conduct and may encourage more companies to seek compensation going forward.
Read more about the substantive assessment of the court in our in-depth newsletter on the ruling.
Proposal for regulation on the investment control notification regime
On 21 February 2025, the government published a proposal for a regulation on the notification regime for foreign investment control under the Norwegian National Security Act. The regulation is intended to clarify and supplement comprehensive amendments to the notification regime that were adopted by the Parliament in June 2023, which have not yet entered into force.
The amendments and proposed regulation detail a comprehensive regime for stricter screening of foreign investments in companies, infrastructure and property deemed to be of importance to national security interests. The initiatives are part of the broader international trend towards stricter investment control and are inspired by regulations such as the EU’s Screening Regulation.
The amendments that have not yet entered into force include, inter alia, an extension of the entities covered by the notification regime, lower requirements for ownership thresholds, a stand-still obligation until approval by the authority has been obtained, as well as sanctions for failure to comply with notification requirements. The proposed regulation sets out, inter alia, the information requirements for notification, a far-reaching ban on information exchange before clearance, and guidance on the aspects to be taken into account by the authority in its substantive assessment.
We advise investors to carefully consider the impact of the new regulations on their existing or future investments in Norway. Notification requirements and potential risks to national security interests should be clarified as part of the due diligence process, keeping in mind the bans on information exchange that will enter into force. Investors should also ensure that any notifications, which will require comprehensive information on the investment and ownership structures, are filed in a timely and accurate manner to avoid infringement fees and other sanctions.
It is expected that both the amendments adopted in June 2023 and the newly proposed regulation will enter into force during 2025. The government has also confirmed that it is working on a proposal for a more general Foreign Direct Investment regime in Norway, which eventually will result in two parallel regulations on investment control being applicable in Norway.
Further details can be found in our newsletter from February 2025.
The Norwegian Competition Authority exercises its power to call in transactions
In September 2024, the European Court of Justice handed down its dramatic judgment in Illumina/Grail, rejecting the Commission’s extensive Article 22 referral policy. Up until that point, the Commission had encouraged and accepted referrals from Member States, typically related to suspicion on so-called ‘killer acquisitions’, where the target company’s turnover did not meet the turnover thresholds for national jurisdiction. In its judgement, the Court held that a Member State is required to have jurisdiction to refer under Article 22 of the EU Merger Regulation.
As the dust has settled, several Member States have introduced call-in powers, securing their national competition authorities to review and refer below-threshold mergers.
Norway is not an EU Member State and can only support (not itself initiate) a request for Article 22 referral to the Commission. Note however that the Norwegian Competition Authority already has the power to call in acquisitions falling below the turnover thresholds in Norway. The same applies to minority acquisitions that do not confer the change of control in the target company.
The threshold for calling in acquisitions is low, and the Norwegian Competition Authority exercises its powers frequently to review and intervene in acquisitions deemed to significantly impede effective competition. As per Q1 2025, the authority is still reviewing a merger between the media monitoring and communication insights companies Infomedia and Retriever, which was completed and subsequently called in by the authority in September 2024. The case is still pending in phase 2, and as the deadline for the Statement of Objections approaches it will become clear whether the authority yet again will attempt to unscramble the eggs in a merger case several months post-closing.
In light of the recent developments in Europe, companies should be aware of the call-in power also of the Norwegian Competition Authority when considering investments in companies with only limited presence in Norway, especially if there is any risk of competition concerns in markets affecting Norway.