One step closer to a new Swedish competition tool, amended merger control rules and a new act on public competition

On 12 February the Swedish Government referred three major proposed changes to the Swedish Competition Act to the Council on Legislation. The Government has largely endorsed the recommendations of a previous inquiry (SOU 2025:22), as well as additional amendments to the merger control rules proposed by the Swedish Competition Authority (the “SCA”), by putting forward a new competition tool, certain amendments to the merger rules and a new Act on Public Commercial Activities (the “new Act”).

Timeline of the Proposed Amendments

The inquiry “Improved Competition in the Public and Private Sectors” was published on 7 March 2025 and was followed by a public consultation, see the Delphi Competition Blog here. After considering the responses received, the Government published its referral to the Council on Legislation on 12 February 2026.

The Council on Legislation is expected to issue its opinion shortly. The Government will subsequently draft and present a Government Bill to the Swedish Parliament on 17 March 2026, after which the Parliament will vote. The proposed amendments and the new Act are scheduled to enter into force on 1 August 2026, with the exception of the rules on evaluation and separate accounting for public entities under the new Act, which are proposed to enter into force on 1 January 2027.

The New Competition Tool for Proactive Market Interventions

The Government has largely endorsed the inquiry’s recommendations and proposes to introduce the much debated “new competition tool” into Swedish law. Under the proposal, the Competition Authority would be empowered, where obstacles to effective competition exist in one or more markets, to require an undertaking to adopt measures necessary to remove such obstacles. However, in contrast to the inquiry, which proposed the possibility of structural remedies, the Government does not propose to grant the SCA the power to impose such remedies on private actors, limiting the tool instead to behavioural measures.

The new competition tool would grant the SCA the power to impose ex ante behavioural measures on markets or companies, even when companies have not violated competition laws, and without a particular threshold for intervention.

A decision to initiate an inquiry must include information on (i) the market or markets to which the inquiry relates, and (ii) the obstacle or obstacles which the measures are intended to remove.

Before adopting a decision ordering one or more companies to take measures, the draft decision must be published for public consultation. Interested parties may submit comments within the time limit set by the SCA. The Authority shall publish all comments that are submitted.

By comparison, the Danish, Norwegian, Icelandic and German ex ante instruments require the competition authorities to perform a market analysis to determine the existence of a competition issue and the need for ex ante action.

In its referral, the Government has agreed with the inquiry that the new tool would fill a regulatory gap and would likely lead to economic benefits for private actors, consumers and society at large. The Government acknowledged, however, that the use and implementation of such powers might lead to an increase in administrative costs both for authorities and companies, but argued that these would be negligible, and that any measures would need to be proportionate to their purpose.

The Government has set stricter time limits than the inquiry; a decision must be taken within a maximum of 12 months (compared to 24 months as proposed by the inquiry).

Merger Control: Enforcement Proposed for Local Markets and Information Obligations for Certain Companies as well as Extended Deadlines for Complex Mergers

Currently, mergers are subject to mandatory notification if (i) the combined turnover of the Purchaser Group and the Target exceeds SEK one billion in Sweden (approximately EUR 940,000), and (ii) at least two companies each had a turnover exceeding SEK 200 million (approximately EUR 190,000). The SCA may require notification where only the first threshold is met, i.e. use so-called call-in powers, if special reasons exist.

The Government has found, as did the inquiry, that turnover thresholds alone may fail to capture potentially anti-competitive mergers, particularly in the digital sector where large companies acquire smaller competitors with low turnover. The Government proposes granting the SCA power to order certain companies to disclose planned mergers in order to assess whether these shall be called in. A 15-day standstill period would thereby apply.

The proposed disclosure obligation is expected to contribute to more effective competition by providing the SCA with knowledge of potentially problematic mergers. The obligation is limited to a maximum of two years and only covers information needed to assess whether a merger should be called in.

Moreover, the Government has endorsed the inquiry’s proposal to grant the SCA the power to prohibit mergers even where the relevant geographical market constitutes only a limited part of the country, which may be a game changer for certain transactions in narrowly defined geographic markets.

In addition, the Government has proposed amendments relating to extended procedural timelines, based not on the inquiry but on suggestions put forward by the SCA in a memorandum to the Government.

Under the proposal, the SCA would be granted more time to assess mergers in Phase 2, with the review period extended from three months to 90 working days. Moreover, the six months and three months which are currently the statutory deadlines for assessing appeals of a prohibited merger in the Patent and Market Courts are proposed to be extended by two months and one month respectively.

A New Proposed Act on Public Commercial Activities

The proposed Act on Public Commercial Activities aims to address more effectively the negative effects of public commercial activities on private actors. The Government has endorsed the inquiry’s proposals in order to address two shortcomings in the current legislation. First, the existing provisions of the Competition Act require the relevant market to be defined before action can be taken, a process that is both time- and resource intensive. Second, the current rules give insufficient weight to the impact on private actors. The Government’s proposal reverses the assessment order: the first step is to determine whether the public commercial activity unfairly affects private actors’ ability to operate in the market. If so, the activity is presumed to be prohibited unless it can be justified on public interest grounds. A separate new Act has therefore been proposed.

Additionally, it is proposed that state actors should be treated in the same way as municipal and regional actors, which currently is not the case, and that public entities engaged in commercial activities be required to prepare an annual financial report. Another novelty is that the SCA is proposed to have the powers to prohibit certain actions, under penalty of a fine and to impose interim measures. Moreover, appeals are suggested to be handled by the Administrative Court of Stockholm as first instance, instead of the Patent and Market Court as is the case today.

Concluding remarks

The Government appears determined to go ahead with the amendments proposed in the inquiry, as well as with the SCA’s suggestions regarding extended timelines in complex merger cases. It may be noted that the SCA has received an additional SEK 11 million (approximately EUR 1.03 million) in funding for 2026, in order to implement the rules, which have not yet been voted by Parliament.

Thus, we would recommend companies as well as public entities involved in sales activities to monitor the legislative process closely, considering that it may enter into force already in August 2026.

We recommend inter alia that companies, in particular in oligopolistic markets or markets where competition in the past has been perceived as not functioning properly, to review their market positions and strategies in light of the new competition tool. The proposed reforms, if enacted, will position Sweden alongside other Nordic and European jurisdictions with ex ante competition powers. However, the practical implementation and interpretation of these tools will ultimately determine their effectiveness and impact on the Swedish competitive landscape. The Government’s assertion that the costs for companies under scrutiny will be negligible appears highly unlikely; on the contrary, the proposed rules may create increased uncertainty for businesses rather than resolving existing problems.

We also recommend companies to assess whether they may be subject to merger disclosure obligations and implement appropriate compliance procedures, in particular in light of the extensive internal documentation that the SCA may require in connection with a merger filing (see the Delphi EU and Competition Blog regarding new merger control guidelines in May 2025 here). We further note that the proposed extension of court deadlines in merger cases is unfortunate, as it primarily serves the interests of the SCA rather than those of the companies concerned, given that time is often of the essence in merger transactions.

Where private companies compete with public entities, or vice versa, we recommend evaluating whether the new Act provides grounds for challenging unfair public commercial activities. Public entities should also prepare for the forthcoming reporting obligations although these are not proposed to enter into force until 1 January 2027.

As these developments unfold, Delphi will continue to monitor them closely, providing insights and updates to ensure that companies and public entities are well-equipped to navigate the evolving competition law landscape in Sweden.