About The Swedish Securities Council


The mission of the Swedish Securities Council is to promote good practice in the Swedish stock market through rulings, advice and information. In addition, The Financial Supervisory Authority,
Finansinspektionen, has delegated to the Council the authority to issue rulings on certain issues within the field of takeovers.

Along with the Swedish Corporate Governance Board and the Swedish Financial Reporting Board, the Council forms part of the self-regulation system in the stock market under The Association for Generally Accepted Principles in the Securities Market. The work of the Council is completely autonomous.

The Swedish Securities Council can issue rulings on actions by a listed company or a shareholder in such a company. More specifically, this means actions by a Swedish limited company that has issued shares that are admitted to trading on a regulated market or traded on a trading platform or actions by a shareholder in such a company.

The Council can also issue rulings on such actions by foreign limited companies that have issued shares that are admitted to trading on a regulated market or traded on a trading platform in Sweden, to the extent that the action is to be assessed according to Swedish regulations. The action is to involve a share in such a company or be of relevance for the assessment of such a share

When the Council interprets what is to be considered good practice regarding a particular matter, it is often a question of supplementing an existing regulatory framework with assessments of matters that are not explicitly regulated already or issuing rulings on situations for which no regulation currently exists.


When the EU's Takeovers Directive was implemented in 2006, the rules on public takeover bids on the Swedish stock market acquired a new legal form. Some fundamental rules were incorporated into the legislation, the stock exchanges were required to have detailed rules on the subject area and the Financial Supervisory Authority was appointed competent authority. At the same time, the right to issue rulings on the interpretation of and exemptions from these rules was delegated by the Authority and the stock exchanges to the Swedish Securities Council. The Council’s role and duties thus rest to some extent on public regulation and delegation.

 

The Council’s role with regard to takeover bids for companies traded on a trading platform, (Nasdaq First North, Spotlight Stock Market or Nordic MTF), is essentially identical to that for corresponding offers on regulated markets, (Nasdaq Stockholm's main market or NGM Equity). However, there is no public regulation at the core, and the Council’s role is to interpret and rule on exemptions regarding the Takeover Rules for Certain Trading Platforms issued by the Swedish Corporate Governance Board.