The Council decides itself whether a submission is to be considered. It is to take particular consideration of whether the matter is of principle or of practical significance for the stock market. Consideration should also be taken of whether the issue is or can be expected to be handled in a different forum, for example in a court of law.

Only in exceptional circumstances does the Council reject a submission. However, it is not uncommon for the secretariat of the Council to inform petitioners at an early stage of the process, at the first contact before a formal petition is submitted, that matters of interpretation of company law or questions about listed companies' disclosure obligations under the EU Market Abuse Regulation or the marketplaces’ own information rules are not to be included in a petition to the Council.

When a case is heard, no fewer than four and no more than eight members of the Council participate. The members appointed for each case are determined according to principles set out in the Rules of Procedure. At the initiative of the Chair of the Council, a matter of particular significance may be heard by a wider group of no fewer than nine and no more than twelve members or in plenary. The Chairman or the Director General may rule on the Council’s behalf in cases where the matter is particularly urgent, where a corresponding matter has already been dealt with by the Council or where the matter is of less significance.

Most issues are submitted by legal representatives. Submissions that are not filed by a legal representative often result in requests from the Council for supplementary information and clarifications.

The Council charges the petitioner a fee for handling each petition. For matters to be heard by the Council, the basic fee is SEK 75,000; for matters to be ruled on by the Chair or the Director General, the fee is SEK 20,000. In addition, fees for the participation of the Chair, participating members where applicable and the rapporteur are also charged.

All proceedings of the Council are conducted in writing.

It is the responsibility of anyone who is in contact with the Council to provide complete, accurate and clear information relevant to the case as a basis for the Council’s deliberations. Questions from the Council are to be answered without delay and any person communicating with the Council must do so promptly and openly.

The Council’s deliberations take as their starting point the submission by the petitioner and the presentation made by the Council secretariat. The Council may request further information from the petitioner or obtain it from other sources. In addition, the secretariat of the Council may, where relevant, compile information on the legal situation in other countries. The latter occurs in particular in cases involving takeover bids, where the UK Takeover Code may often be of interest.

The Council secretariat often prepares a draft statement, but this is presented to the Council only after the members have been given the opportunity to reflect freely on how the petition should be answered.

The Council aims to have a high degree of accessibility and short processing times. In cases heard by the Chair or the Director General, the Council usually issues its ruling within a few days of the submission of the final petition, sometimes even on the same day. For cases heard by collegial composition, processing times are also short, usually around one week. Issues involving multiple parties, such as competing offerors, who must be allowed to comment on each other's submissions, usually require more time.

Conflicts of interest

Members and staff of the Swedish Securities Council may not participate in the hearing of a case if there are circumstances that could call into question the impartiality of the member or rapporteur. The Swedish Securities Council’s cases are processed in such a way that any possible conflict of interest can be identified as early as possible during the proceedings.

If a case to be examined by the Council is preceded by contact between the petitioner and a member of the Council secretariat, the petitioner will be asked if he or she knows which other advisers etc. are working with the transaction in question. On the basis of this information, the Council may make an initial assessment of whether there could be a conflict of interest for any of the members of the Council which would mean that they should not be asked to participate in the matter. The Council also checks against a full list of board assignments that each Council member has.

When a petition to be considered at a meeting has been submitted to the Council, a number of members are asked whether they are able to attend the scheduled meeting. Members at this stage do not receive information about the persons or companies involved in the case.

Once it has been provisionally determined which Council members are to participate, they will be informed about the persons and companies that the case involves. Members are then given an opportunity to report any potential conflict of interest. If no conflicts of interests are reported, the petition is sent to the Council members appointed to the case, who will then have an additional opportunity to assess whether a conflict of interest exists.

Primarily, it is the Council members themselves, often in consultation with the Council secretariat, who determine whether they are to be regarded as unable to participate in the hearing of a case due to a conflict of interest. The matter can also be referred to the Council.

Any invited Council member who is active at a law firm performs a routine check for any conflict of interest to ensure that no person at the same firm has any assignment that could constitute a conflict of interest when the member participates in the hearing of a case. Equivalent controls exist for Council members who work at banks or securities firms.