16 - Sweden

Summary

Introduction

1. On 8 October 2004, the Act on Employee Involvement in an SE (Lag (2004:559) om arbetstagarinflytande i europabolag), transposing into national law Council Directive 2001/86/EC of 8 October 2001 on employee involvement in an SE (the‘Directive’), entered into force along with the SE Act (Lag 2004:575 om europabolag) (the‘SE Act’), complementing Council Regulation No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (the ‘Regulation’), and a national SE regulation (Förordning (2004:703) om europabolag) (the ‘Swedish SE Regulation’). The SE Act and the Swedish SE Regulation are applicable to SEs with their registered offices in Sweden (Sec. 1(2) SE Act). On the same date, certain amendments to Swedish tax law entered into effect so as to bring domestic tax law into line with the Regulation. As of 8 October 2004, it has thus been possible to form an SE in Sweden.

Reasons to opt for an SE

2. In our opinion, the SE could be an interesting alternative for corporate groups with European-wide operations. Above all, we believe that in certain sectors, such as banking, use of an SE could allow existing corporate groups to streamline their operations. The Nordic banking group Nordea has made public its intention to restructure as an SE with its registered office in Sweden as of 2006. Moreover, Alfred Berg, a Nordic investment firm, has announced its intention to become an SE in September 2005, by turning its subsidiaries in Denmark, Finland and Norway into branches of an SE with its registered office in Sweden.