Norway International Update Q1 2025

This update explores some high-level trends and legal developments in the first quarter of 2025 across some of Norway’s key sectors with international impact, including Tax and Duties, Renewable Energy, ESG and Compliance, Financial Regulatory, Restructuring and Insolvency and M&A and Capital. In addition, we give you the latest business updates from Wiersholm.
Some highlights include:
- Tax and Duties: The Norwegian government recently released a consultation proposal for changes to the tax rules of securities funds and capital insurances in response to recent capital flight. The proposals include removing ongoing taxation of interest income, redefining securities funds, expanding the exemption provision to include dividends and derivatives, but tightening it for investments in low-tax countries and indirect investments through partnerships.
- Renewable Energy: As of 1 January 2025, new provisions in a regulation under the Norwegian Energy Act lay down more detailed rules for the grid connection process. The new provisions stipulate that the grid companies, when receiving a request for grid capacity, has an obligation to undertake a so-called «maturity assessment» of the applicant’s project. The main objective of the new provisions is to make sure that mature projects – i.e. realistic projects which have a relatively high likelihood of reaching commercial operation – are prioritized.
- ESG and Compliance: Norway has introduced a new set of sanctions in response to Russia’s military aggression against Ukraine, in force from 19 February 2025. These sanctions mirror the EU’s 15th package of sanctions, which was adopted by the EU on 16 December 2024. This package specifically focuses on preventing the current circumvention of EU sanctions by targeting the Russian shadow fleet and weaken Russia’s military and industrial complex. The package includes new anti-circumvention measures, 84 additional listings (54 individual and 30 entities), measures related to trade, protection of European companies and new financial sector measures.
- Financial Regulatory: In March, the Norwegian Ministry of Finance announced that amendments to the Norwegian Regulations on Capital Requirements and implementations of CRR/CRD due to Regulation (EU) 2024/1623 («CRR 3»), will enter into force on 1 April 2025 and without a significant delay compared to the EU, where CRR 3 entered into force on 1 January 2025. Significant changes include the new standardized approach for credit risk, including for mortgages, as well as the output floor for IRB banks, which sets a lower limit for the amount of capital required to 72.5 % of the calculation under the standardized approach.
- Restructuring and Insolvency: The Ministry of Justice and Public Security has announced a permanent Reconstruction Act and has circulated two consultation papers for public consideration. The Proposal, if adopted by the parliament in its current form, will to some degree build upon the existing legal framework as well as introduce new mechanisms in Norwegian law retrieved from Directive (EU) 2019/1023 on restructuring and insolvency («Directive»). Although the Directive is not considered to be EEA-relevant by the EFTA states, The Ministry has expressed an intention to align the permanent framework closer to the Directive with the aim of achieving better harmonisation with EU rules regulating insolvency proceedings.
- M&A and Capital: Transaction volume decreased from 236 deals in Q4 2024 to 162 deals in Q1 2025. This decline aligns with traditional seasonal patterns where Q1 typically sees fewer completed transactions, but also signals continued caution among market participants in the current economic environment.
We hope you find these updates useful and informative. If you have any comments or
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Tax and Duties
Key contacts: Nicolay Vold, Bettina Banoun, Andreas Bullen and Egil Stefan Eilertsen
In the first quarter of 2025, there have been some significant updates in the area of tax and duties. The government has, among other things, proposed a consultation on new tax rules for securities funds and capital insurances. Furthermore, the expansion of the stock option scheme for start-ups became effective as of March 13, 2025.
In the following section, we will give you the latest updates in the tax and duties area.
Tax: Proposal of new tax rules for securities funds and capital insurances
On January 30, 2025, the Ministry of Finance released a consultation proposal for changes to the tax rules for securities funds and capital insurances in response to recent capital flight. The aim is to provide Norwegian securities funds with more competitive conditions by reducing double taxation and adjusting tax rules, while also limiting unintended adaptations to the exemption method. The proposals include removing ongoing taxation of interest income, redefining securities funds, expanding the exemption provision to include dividends and derivatives, but tightening it for investments in low-tax countries and indirect investments through partnerships.
In the consultation proposal, it was initially proposed that the exemption method would not apply to companies investing via capital insurance where the insurance element is minor and the investment part is dominant. The new proposed rules were to be effective from January 29, 2025, without transitional rules, which would imply that the rules would have retroactive effect for any gains (and loss) derived from investments made prior to this date. After several reaction from industry players and other interested parties, the Ministry of Finance concluded in an announcement March 24, 2025 that the suggested tightening of the rules affects more broadly than necessary and that the Ministry on this basis will make changes to its proposal and the effective date for any new rules.
Tax: Expansion of the Stock Option Scheme for start-ups
As mentioned in the former Norway International Update for Q3, the government proposed in the state budget to expand the stock option scheme for start-ups. The scheme is very attractive, with deferred taxation until shares acquired under the scheme are realized, and then taxation as capital, not salary. The expansions were approved by the Parliament in December last year but had to be approved by ESA (EFTA’s Surveillance Authority) to become effective. ESA approved the expansions on March 12, 2025.
Effective from March 13, 2025, the scheme is expanded to include companies:
- With up to 150 full-time equivalent employees (up from 50 under previous rules)
- With up to 200 million NOK in balance sheet total (up from 80 million under previous rules)
- Not older than twelve years in the year options are distributed (up from ten years under previous rules)
Other conditions of the option tax scheme, such as the requirement that the company’s total operating income in the fiscal year before the distribution date must be 80 million NOK or less, are continued.
The requirements apply at group level if the company is part of a group.
Tax: The Norwegian Tax Appeal Board changes established practice and grants tax treaty protection to Regulated Investment Companies (RICs) on dividends from Norway to the USA
A recent decision from the Tax Appeal Board (SKNS1-2024-97) creates a subtle echo back to the 1970s. The Tax Appeal Board came to the conclusion that so-called Regulated Investment Companies (RICs) are not covered by the Limitation on Benefits clause in Article 20 of Norway’s tax treaty with the USA. The taxpayer was therefore entitled to reduced withholding tax rate under Article 8 of the same treaty. The Tax Appeal Board’s decision also confirms that RICs are to be considered as beneficial owners of the dividend and are thus entitled to a lower withholding tax rate. The Tax Appeal Board’s premises deviate from the Tax Administration’s previous practice while clarifying that the Ministry of Finance’s circular of 1972 was based on an incorrect understanding of U.S. legislation.
We have provided a detailed commentary of this in English in a previous newsletter, which can be read here.
VAT: Appeals Court ruling regarding right to elect VOEC registration (Boozt)
In a ruling by the Norwegian Appeals Court, Boozt was granted the option to choose VOEC registration over registration through a VAT representative. This decision is expected to save Boozt approximately 45 million NOK in customs duties annually.
Boozt operates an online store from Sweden, selling to 14 countries, including Norway. The domain is .com, but with subdomains for different countries (.com/no). The websites are available in various languages, including Norwegian. The revenue in Norway accounts for about 13 percent of the total revenue.
As of April 1, 2020, foreign sellers of low-value goods (under NOK 3,000) could register in Norway under the simplified registration and reporting scheme VOEC (VAT On E-Commerce). A condition for such registration is that the seller does not have a business establishment in Norway. Under VOEC, the seller must report VAT quarterly. Registration in VOEC does not entitle the seller to claim deductions for input tax (but refunds for foreign businesses can be applied for in the usual manner). Such sales also do not give the buyer the right to deduct input tax, because the rules on sales documentation do not apply.
Boozt Fashion AB was registered in the VAT register through a representative. Packages were collectively cleared into Norway and forwarded to customers in Norway.Boozt applied for VOEC registration, which was rejected by the Tax Administration. The rejection was brought to court. Both the District Court and the Court of Appeal found that the rejection of the registration application was invalid.
The court of appeal, like the district court, believed there was a decisive difference between Boozt’s sales to Norwegian customers and the IFI Oy case, in that IFI OY only marketed to Norwegian customers and it did not appear outwardly that the seller was domiciled abroad. Boozt targets customers in several countries, and it is outwardly apparent that one is dealing with a Swedish online store. Therefore, it was irrelevant that prices were stated in Norwegian kroner and that the right of withdrawal law was applied.
The ruling may set a precedent for assessing «sufficient connection» to Norway and the right to VOEC registration.
VAT: Proposal for amendments to the rules for VAT.
Under current rules, Norwegian VAT is not imposed on remotely supplied services between different geographical establishments within the same legal entity (e.g., head office and branch). This is due to the fact that transfer within the same legal entity is not considered a supply that triggers VAT.
The lack of taxation of services consumed in Norway is in conflict with a fundamental principle in tax law, the destination principle. In a previous newsletter, we mentioned that the Ministry of Finance is working on an amendment proposal to expand the taxation of remotely supplied services that are to be consumed in Norway.
The Ministry of Finance has now published a consultation paper proposing changes to VAT rules for remotely supplied services. The goal is to ensure that Norway utilizes its taxation rights for services used within the VAT area. The proposals are based on OECD guidelines and the destination principle, which implies that the right to tax belongs to the country where consumption occurs. The consultation proposal presents two models for VAT treatment of remotely supplied services in Multi Location Entities, namely the allocation method and the separate entity model:
Allocation Method: This model focuses on limiting the tax obligation to the value of services that the Multi Location Entities (MLE) acquires externally. Internal value creation is excluded from the tax base. When a company with multiple locations purchases a service, it must allocate the cost based on where the service is used. If a service is used in Norway, that portion of the cost should be taxed in Norway.
Separate Entity Model: This model treats each part of the company as if they are separate companies for tax purposes. This means that if the parent company in one country provides a service to a branch in another country, VAT should be calculated as if it were a regular transaction between two different companies.
The deadline for the consultation is June 21, 2025, and the changes are proposed to take effect on January 1, 2026.
Renewable Energy
Key contacts: Inge Ekker Bartnes, Jon Rabben, Svanhild Vesterheim and Frode Støle
In the first quarter of 2025, a new regulation for Norwegian power grid companies’ management of the queue for grid capacity entered into force. Grid capacity has become a scarce resource, and the allocation of grid capacity between competing projects is a hot topic which affects many international investors in industry and data center developments in Norway. In the consumer market for electricity, the Norwegian government has launched an initiative called «Norway Price», which aims to give Norwegian households a government-funded price hedge equaling a fixed price of NOK 0.4 per kWh (appr. EUR 0.035 per kWh). Energy market experts and large power users are concerned the initiative will lead to increased and more volatile prices in the wholesale power market.
In the following sections, we will give you an update on these developments.
Grid capacity – new regulation on maturity assessments
Up until a few years ago, grid capacity and power access were not a real limiting factor for new industry developments. Since around 2018, the demand for capacity has increased significantly due to new plans for battery and hydrogen production, data centers, aquaculture facilities, as well as electrification of traditional manufacturing industries and petroleum installations for decarbonization purposes. Grid capacity needs for power production is also on a steep incline due to offshore wind plans, solar power and other renewable electricity developments.
The Norwegian transmission system operator Statnett has currently granted capacity reservations for more than 8.3 GW in existing grid and grid which is planned and under construction and has a capacity queue of more than 8.4 GW for allocation of grid capacity in future grid infrastructure. In addition to Statnett’s reservations and capacity queue, the regional grid companies have their own queues for smaller projects.
For several years the grid companies’ management of reservations and the capacity queue has only been subject to high-level regulatory requirements of neutrality and applying objective, non-discriminatory criteria. As of 1 January 2025, new provisions in a regulation under the Norwegian Energy Act lay down more detailed rules for the grid connection process. The new provisions stipulate that the grid companies, when receiving a request for grid capacity, has an obligation to undertake a so-called «maturity assessment» of the applicant’s project. The main objective of the new provisions is to make sure that mature projects – i.e. realistic projects which have a relatively high likelihood of reaching commercial operation – are prioritized. Less realistic projects should not take up place in the queue, thus creating a market access barrier for mature projects.
The regulation sets out seven mandatory criteria on which the maturity assessments must be based:
- a description of the project
- the project’s real capacity need
- a timeline for when the requested capacity will be used
- a committed progress plan with milestones for the project development
- status for relevant agreements and permits required to realize the project
- location
- financing plan
The applicant must submit documentation demonstrating to the grid company that the criteria are met. The list of criteria does not mean that for instance all permits and agreements must be secured or binding financing must be in place before a reservation for grid capacity can be granted. However, the submitted documentation must show that the applicant has a realistic project, inter alia by having an understanding of which permits and agreements are necessary and a realistic plan to obtain them, and a realistic plan for obtaining financing. The progress plan must outline when the various milestones are expected to be met.
Once a reservation or a place in the capacity queue has been granted, the grid company will require periodic progress reports from the project. Material delays in progress and material deviations in the fulfillment of other criteria can lead to the project losing its reservation or place in the capacity queue.
The grid companies’ maturity assessments are still to a large extent discretionary, and we have seen that grid companies apply and interpret the new regulation inconsistently. Assessment of the maturity of industrial development projects is a complex matter and a new task for grid companies, for which they have not needed to build competence in the past. The grid companies’ maturity decisions will have a significant impact on major investment plans in Norway going forward, and it is likely that some of these decisions will be contested by project owners and that disputes will need to be resolved by the regulatory authorities and the courts.
Norway Price – a government-funded price hedge for households
In March 2025, the Ministry of Energy published a consultation paper proposing a new «Act on Norway Price and electricity price support for households». After the consultation, the aim is to present a proposition to the Norwegian parliament before summer and to have the new Act enter into force in October 2025.
Since December 2021, Norwegian households have had the benefit of an electricity price support scheme where the state pays 90% of electricity prices above a certain threshold (currently NOK 0.75/kWh). The scheme was introduced in response to sharply increased prices and volatility in the electricity market from the fall of 2021. The support is channeled through the grid companies, which pay out the support by deducting the amounts from household customers’ grid invoices.
The proposed new «Norway Price» is a more advanced price hedge offer for households. The concept is that when the spot market price is above the Norway Price (NOK 0.4 per kWh throughout 2026, later to be stipulated for one year at a time), the state pays the excess amount to households – hour by hour. The flip side: When the spot price is below Norway Price, the households pay the difference to the state. The net effect is the same as providing households with a fixed electricity price equal to Norway Price. However, Norway Price is not an actual electricity supply contract. It is a government-funded financial hedge which in effect is quite similar to the two-way Contract for Difference used as state aid instrument in the first Norwegian offshore wind development. Households will still need to have a contract with an electricity supplier and will receive the same amount from the Norway Price scheme regardless of which electricity supply contract they have. The Ministry intends to impose the task of handling the support scheme on the grid companies as a new statutory obligation.
The Ministry of Energy has stated that the scheme may cost the state NOK 3.8 billion a year, while independent experts from Thema Consulting Group have stated that the actual cost will likely be several times higher, indicating a level of NOK 11.5 billion for 2026.
The initiative has received strong political support and appears to be a successful political play in an election year where voters are highly concerned with energy prices. Energy market experts and large industrial power users are less enthusiastic, pointing out that Norway Price will decrease households’ price sensitivity and lead to increased household power consumption. This contradicts energy efficiency goals and is expected to cause increased prices and increased volatility in the wholesale electricity market, particularly in peak load hours. As electricity is traded in a cross-border market, concerns have been raised that Norway Price will not only be detrimental to Norwegian commercial power users but also cause increased electricity prices for households and businesses in neighboring countries.
ESG and Compliance
Key contacts: Georg Abusdal Engebretsen
In the first quarter of 2025, the EU Commission published the first Omnibus package, with proposals to simplify EU sustainability reporting and due diligence requirements. Furthermore, Norway has introduced a new set of sanctions against President Putin and the Russian regime. These sanctions mirror the EU’s 15th package of sanctions. Last year, the Norwegian Consumer Protection Authority issued its first infringement penalty under the Norwegian Transparency Act, which has now been overturned by the Market Council.
In the following section, we will give you a summary of these key developments.
The EU’s Proposed Omnibus Package: Simplified rules on ESG reporting requirements
On 25 February 2025, the EU Commission published the first proposal to streamline its ESG regulations through an Omnibus Simplification Package. The package includes amendments to the Corporate Sustainability Reporting Directive (CSRD), the Corporate Sustainability Due Diligence Directive (CSDD), the Carbon Adjustment Mechanism (CBAM), and the InvestEu Regulation. The Commission has also issued a draft Taxonomy Delegated Act for public consultation, amending the taxonomy delegated acts.
The purpose of the proposal is to balance the EU’s ambitions for a sustainable transition with the need to enhance EU companies’ competitiveness. The proposed amendments aim to reduce administrative burdens by 25% for large companies and 35% for small- and medium-sized enterprises (SMEs). According to the EU Commission’s press release, the proposals are conservatively estimated to bring total savings in annual administrative costs of around €6.3 billion and to mobilize additional public and private investment capacity of €50 billion to support policy priorities.
The main changes e.g. include:
- The CSRD reporting requirements would only apply to large undertakings with more than 1000 employees (up from 250 employees) and which either has a turnover above EUR 50 million or a balance sheet total above EUR 25 million (unchanged). This means that the number of companies in scope will be reduced by about 80%. In Norway, this means that only around 200 companies will be required to report under the CSRD. For companies falling outside the scope of the CSRD, the Commission will adopt a voluntary reporting standard based on the standard for SMEs (Voluntary Sustainability Management and Evaluation), developed by EFRAG. The application of all reporting requirements in the CSRD will be postponed by two years for companies that are not already reporting.
- Companies will only be obligated under CSDDD to conduct due diligence on their own operations and direct business partners (tier 1). However, these companies are required to conduct in-depth assessments beyond tier 1 only in cases where they have plausible information suggesting adverse impacts have arisen or may arise there. Furthermore, the due diligence review would occur once every five years, instead of annually. The proposal will also postpone the transposition period of the CSDDD into national legislation for the member states by one year (to 26 July 2028).
While some critics have raised concerns over undermining corporate accountability and transparency, others have welcomed efforts to streamline the EU rules.
The proposal for delaying the dates of application of the CSRD and CSDDD has been adopted by the Council and will be voted on by the Parliament in early April. It is expected that the other proposal amending the reporting and due diligence requirements will be treated with urgency by the Council and the Parliament. However, negotiations are to be expected. The Norwegian Ministry of Finance has expressed that Norwegian companies should be subject to the same requirements as EU companies, signaling that any amendments in the EU also will be implemented into Norwegian law.
Going forward, it will be important for Norwegian companies to stay informed about EU developments and announcements from Norwegian authorities.
For an overview of what the Omnibus package, see the EU Commission’s Q&A on simplification omnibus I and II.
Wiersholm’s ESG & Compliance team has published two podcast episodes about the Omnibus proposal and what it means for Norwegian businesses: [AR1]
New sanctions against Russia have been implemented in Norwegian law
Norway has introduced a new set of sanctions in response to Russia’s military aggression against Ukraine, in force from 19 February 2025. These sanctions mirror the EU’s 15th package of sanctions, which was adopted by the EU on 16 December 2024.
This package specifically focuses on preventing the current circumvention of EU sanctions by targeting the Russian shadow fleet and weaken Russia’s military and industrial complex. The package includes new anti-circumvention measures, 84 additional listings (54 individual and 30 entities), measures related to trade, protection of European companies and new financial sector measures. Notably, the EU has for the first time imposed ‘fully-fledged’ sanctions (i.e. a travel ban, an asset freeze and a prohibition to make funds available) on various Chinese actors. This includes one individual and two entities facilitating the circumvention of EU sanctions, along with four entities supplying sensitive drone components and microelectronic component to the Russian military industry in support of Russia’s war against Ukraine.
Norway has adopted all EU sanction packages against Russia, with only a few exceptions and national adjustments. The sanctions are implemented in the Norwegian Regulations of 15 August 2014 No. 1076 relating to restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty, independence and stability of Ukraine. The Norwegian Agency for Export Control and Sanctions (DEKSA), which is the national authority for export control and sanctions in Norway, has now updated its guidance on sanctions against Russia, reflecting the latest package, which can be read here.
On February 24, 2025, the EU adopted the 16th sanctions package against Russia. The latest package targets important sectors of the Russian economy, including energy, trade, transport, infrastructure and financial services. Several measures have also been put in place to prevent circumvention of the sanctions, as well as additional listings. In addition to the prohibition for imports of processed aluminum goods from Russia, already in place, this package includes a ban on EU imports of primary aluminum from Russia. For an overview of the additional measures, see the press release from the EU Commission. The Norwegian Government has announced that the work to incorporate the new sanctions into Norwegian law is under way.
First infringement penalty under the Norwegian Transparency Act has been overturned
On 25 September 2025, the Norwegian Consumer Authority issued its first infringement penalty under the Norwegian Transparency Act. A retail company was fined NOK 450 000 for failing to respond to two information requests about how the company is addressing human rights impacts within its organization.
Upon written request, any person has the right to information from a company subject to the Transparency Act regarding how the company addresses actual and potential adverse impacts on fundamental human rights. The company must provide such information within a reasonable time and no later than three weeks after the request for information is received.
In case of repeated infringements of the duty to account for due diligence (section 5) or the duty to provide information upon request (section 6 and 7), an infringement penalty may be imposed by the Consumer Authority under section 14 of the Transparency Act. In addition, the authorities must demonstrate that the individual acting on the company’s behalf acted with negligence or intent.
The Market Council has now overturned the Consumer Authority’s decision, providing clarity on what constitutes repeated infringements. In their decision on 12 February 2025, the Market Council addressed whether the term should be interpreted as two violations being sufficient, as the Consumer Authority argued, or if more violations are necessary to establish the legal grounds for imposing an infringement penalty. The Market Council concluded in favor of the latter interpretation; although the wording allows for both interpretations, decisive weight was given to the fact that the infringement penalty is considered a form of punishment, necessitating a narrow interpretation of the wording. Additionally, the Market Council emphasized that the imposition of an infringement penalty is intended to be a subsidiary measure when the Consumer Authority is unable to enforce the rules in other ways or when there are repeated qualified violations of section 6 of the Transparency Act.
In any case, it is important for companies subject to the Act to establish robust internal routines and systems to ensure timely and accurate reporting. The Consumer Authority has announced a stricter enforcement of the Transparency Act going forward, making it increasingly important to maintain compliance efforts. According to the preparatory works of the Transparency Act, an infringement penalty can only be imposed for repeated violations of the duty to provide information upon request, not the content and quality of the information provided. However, a coercive fine may be imposed in such cases.
Financial Regulatory
Key contacts: Kjersti T. Trøbråten and Stian A. Endre
In the first quarter of 2025, several proposals for amendments to the Norwegian financial markets regulations were published by the Norwegian Ministry of Finance. The proposals include the implementation of The Markets in Crypto-Assets Regulation (MiCA) and the Digital Operational Resilience Act (DORA).
The Ministry of Finance has also announced that amendments to the Norwegian Regulations on Capital Requirements and implementation of CRR/CRD due to CRR3, will enter into force on April 1, 2025. The new Act on the Financial Supervisory Authority will also enter into force April 1, 2025.
Regulatory proposals for amendments to Norwegian regulations following the MiFID II/MiFIR Review, the implementation of CRD6 and certain requirements from CRD4, CRD5 and BRRD, income sharing agreements for management companies, as well as the CSDR Refit, have also been sent for public consultations.
Proposals for implementation of MiCA and DORA
In March, the Norwegian Ministry of Finance («the MoF») presented proposals for the Norwegian implementation of Regulation (EU) 2023/1114 («MiCA») and Regulation (EU) 2022/2554 («DORA»), where the EU legislative acts are incorporated in a new act on crypto-assets and a new act on digital operational resilience in the financial sector.
Entry into force of CRR 3
In March, the MoF announced that amendments to the Norwegian Regulations on Capital Requirements and implementations of CRR/CRD due to Regulation (EU) 2024/1623 («CRR 3»), will enter into force on 1 April 2025 and without a significant delay compared to the EU, where CRR 3 entered into force on 1 January 2025. Significant changes include the new standardized approach for credit risk, including for mortgages, as well as the output floor for IRB banks, which sets a lower limit for the amount of capital required to 72.5 % of the calculation under the standardized approach.
Entry into force of the new Act on the Financial Supervisory Authority
The MoF has announced that the new Act on the Financial Supervisory Authority will enter into force on April 1, 2025. The Act regulates the tasks and organization of the Financial Supervisory Authority, including how the supervisory work should be carried out. A significant amendment in the new act is the introduction of a new independent complaints board which will process complaints on decisions from the Norwegian Financial Supervisory Authority.
Public consultation on CRD 6
The Norwegian Financial Supervisory Authority (the «NFSA») has drafted a proposal for public consultation on amendments to the Norwegian regulations due to Directive (EU) 2024/1619 («CRD VI»). More information can be found in our newsletter available at the following link: Forslag til omfattende endringer i bank- og forsikringssektoren – Advokatfirmaet Wiersholm. The deadline for the public consultation was 31 March 2025.
Public consultation on MiFID II/MiFIR Review
The amendments to Directive 2014/65/EU («MiFID II») and Regulation (EU) No 600/2014 («MiFIR») following the MiFID II/MiFIR Review aim to enhance transparency, improve market data access and improve competitiveness, and includes updated such as amendments to requirements on pre-trade transparency, data quality standards to be met by investments firms and market operators, and a ban on the practice of payments for order flow. Implementation in Norway requires amendments to the Norwegian Securities Trading Act, and a proposal has been drafted for public consultation, with a deadline of 26 May 2025 for the consultation.
Public consultation on income sharing agreements for fund managers
As discussed in the latest update, the NFSA was tasked with considering legislative changes to allow securities fund managers to enter into income sharing agreements. The NFSA has now published its proposal for public hearing, with a deadline of 23 May 2025. The NFSA proposes to amend the Securities Funds Act section 4-5 to allow for such income sharing agreements.
Public consultation on CSDR Refit
Regulation (EU) 2023/2845 («CSDR Refit») includes updates to the rules related to, inter alia, mandatory buy-ins, the introduction of ownership assessments for qualifying holders, including assessments of suitability for proposed acquirers, simplifications related to cross-border activities, and requirements on recovery and orderly wind-down plans for CSDs. The NFSA has drafted a proposal for public consultation, with a deadline of 5 June 2025 for the
Restructuring and Insolvency
Key contacts: Gunhild Dugstad, Kristine Hasle, Ståle Gjengset and Ingrid Tronshaug
The Reconstruction Act came into force 11 May 2020 following the Norwegian government’s set of measures to reduce the difficulties caused by the COVID-19 pandemic on Norwegian enterprises. Originally adopted as a temporary act to facilitate effective restructuring proceedings during recession, the duration of the Reconstruction Act has been extended twice and was set to be replaced by permanent rules before 1 July 2025, however the temporary act was just suggested prolonged until 1 July 2026.
This international update will provide insight into what 2025 might hold for changes in this field.
On 28 March 2025, the Ministry of Justice and Public Security («the Ministry») proposed to further extend the temporary Reconstruction Act until 1 July 2026, pending the adoption of a revised and permanent act. The extension of the Reconstruction Act has not yet been passed by the Norwegian parliament, however an approval is expected.
The Ministry has announced that the temporary act will be replaced by a permanent Reconstruction Act and has already circulated two consultation papers for public consideration. Following the feedback received during the initial proposal’s consultation phase, the Ministry has proposed several modifications to the temporary Reconstruction Act currently in force («the Proposal»), marking a significant development in Norwegian restructuring framework.
The new act, if adopted by the parliament in line with the Proposal, will to some degree build upon the existing legal framework as well as introduce new mechanisms in Norwegian law retrieved from Directive (EU) 2019/1023 on restructuring and insolvency («Directive»). Although the Directive is not considered to be EEA-relevant by the EFTA states, The Ministry has expressed an intention to align the permanent framework closer to the Directive with the aim of achieving better harmonisation with EU rules regulating insolvency proceedings.
The temporary Reconstruction Act does not bind secured creditors insofar as the value of the secured claim falls within the estimated value of the secured asset, and they are hence excluded from voting on the reconstruction plan.One proposed modification in the Proposal is to involve pledges to a greater extent through granting them a right to vote on the plan.
Furthermore, the Ministry proposes to introduce a more open regulation with regards to which measures the plan may include and opens for allowing reconstruction plans which bind both pledgees and unsecured creditors to measures that alter the rights and obligations of their claims to the extent this is necessary to remedy the debtor’s financial difficulties. Creditors ranking within the same priority must nevertheless be treated equally, unless the offered solution is justified by the respective creditors’ common interests and is considered necessary to achieve the purpose of the reconstruction. In order to better protect the interests of pledgees in a reconstruction plan, they must be treated in a way that meets the «best-interest-of-creditors test«, cf. Directive art. 2 nr. 1 (6), which is satisfied when a dissenting creditor is treated better than what would be the outcome of «the normal ranking of liquidation priorities under national law«. The objective of the inclusion of pledged claims in the reconstruction process is to provide greater flexibility for companies facing financial distress by bringing more of the debtor’s assets into play.
The Ministry further proposes to introduce the Directive’s class-based system for voting on the reconstruction plan, see Directive art. 9 nr. 4. Under the temporary Reconstruction Act, all creditors eligible to vote, i.e. mainly creditors with regular unsecured claims, vote in the same class. A reconstruction plan with voluntary debt settlement requires that all creditors vote in favour of the plan, while a plan with compulsory composition is deemed to be adopted when creditors representing at least half of the total amount of eligible voters have voted in favour of the plan. The Proposal includes provisions for creditors to be divided into and treated as separate classes reflecting their common interests. As a minimum, creditors of secured and unsecured claims, respectively, would be placed in separate classes. In the event that not all classes give their endorsement to the plan, the plan may still be deemed adopted through «cross-class cram down«, see Directive art. 11. Unless otherwise provided, in order to adopt a plan despite dissenting classes of creditors, the reconstruction plan must:
- be supported by more than half of the classes and where at least one of the classes includes creditors who can expect to receive distribution in the event of bankruptcy,
- treat creditors in classes that have not endorsed the plan at least as favourably as other creditors with equal priority, and must be given full coverage before creditors with lower priority are given coverage or retain any rights, and
- ensure that no class receives or retains more than the full value of its claims or rights.
The submission date for the second consultation paper was 27 May 2024. The Ministry has announced that it aims to present a complete proposal for a permanent Reconstruction Act to be adopted by the parliament in the course of 2025.
M&A and Capital
Key contacts: Harald Hellebust and Anne Lise Ellingsen Gryte
The first quarter of 2025 has shown a measured start to the year in Norwegian M&A activity, reflecting both domestic market dynamics and global macroeconomic factors.
Transaction volume decreased from 236 deals in Q4 2024 to 162 deals in Q1 2025. This decline aligns with traditional seasonal patterns where Q1 typically sees fewer completed transactions, but also signals continued caution among market participants in the current economic environment.
Foreign investors have maintained a cautious approach toward Norwegian acquisitions in early 2025. This reflects both global uncertainty and changing perceptions of Norway’s relative attractiveness as an investment destination. The total deal value has seen a notable percentage decrease from late 2024, with no exceptionally large transactions driving the numbers in either Q4 2024 or Q1 2025.
Interestingly, Q1 2025 has witnessed a significant shift in sectoral focus. For the first time in recent years, technology no longer leads in transaction volume, being surpassed by business services. Technology has also slipped out of the top positions in terms of deal value, now ranking fifth behind energy, mining & utilities, transport, consumer, and agriculture sectors.
Capital Markets
The Norwegian capital markets continue to face headwinds in early 2025, with no IPOs completed during Q1. Despite IPOs re-entering boardroom discussions toward the end of 2024, recent geopolitical turbulence has dampened market sentiment and postponed potential listings.
Stock market volatility has contributed to the wait-and-see approach from potential issuers, while both institutional and retail investors remain selective with new investment opportunities. Companies that had been considering public listings are extending their preparation phases while monitoring market conditions.
Looking ahead, the pending implementation of the EU Listing Act into Norwegian law—expected in 2026—may provide a catalyst for renewed activity. This regulation aims to simplify requirements and reduce compliance costs for public companies, potentially making capital raisings more attractive for listed entities. Market participants are closely following these regulatory developments as they could significantly impact the Norwegian capital markets landscape in the medium term.
Outlook
The current environment in both M&A and capital markets reflects ongoing macroeconomic uncertainty and geopolitical factors. Market participants remain cautious, with transaction decisions requiring more thorough diligence and strategic alignment than in previous cycles.
Our cross-border practice continues to work closely with international clients seeking to understand the unique aspects of the Norwegian market during this transitional period.
Business Updates from Wiersholm
In the following section, we will give you the latest business updates from Wiersholm, including information about some of our upcoming events.
Wiersholm awarded top results in this year’s lawyer rankings
We are proud to share the firms top results in this years lawyer rankings, Legal500, Chambers Europe and Chambers Global.
In this year’s lawyer ranking by Legal500 – which is an annual lawyer ranking based on market research and client feedback – Wiersholm has been recognized across all 20 practice areas, achieving top-rankings in 15. Additionally, 82 of our lawyers have been individually recognized for their expertise, up from 65 in 2024 – the highest number of individually recognized lawyers the firm has achieved to date.
We also continued to deliver outstanding results in Chambers Europe 2025. In this year’s edition, the firm is top ranked in 12 legal practice areas, with Competition Law newly achieving the highest level (Band 1). Additionally, 51 of the firm’s lawyers receive individual recognition, marking the highest number to date.
Additionally, our results in Chambers Global 2025 did not disappoint either. This year, we once again achieved exceptional results in the prestigious Chambers & Partners rankings, securing numerous top positions at the firm level. Also, 22 of our lawyers have received individual rankings.
“It is highly encouraging to see our continued strengthening in major international rankings. This year’s results affirm the value of the dedication and hard work our entire team puts in every day to ensure we provide first-class legal advice to our clients,” says Managing Partner, Stephan L. Jervell.
Below are some selected client quotes from the ranking:
“Wiersholm ensures quality and professionalism in every part of a legal process”.
“In addition to bringing a wealth of experience and technical know-how to transactions, the team demonstrates an ability to quickly become an extension of our internal team, understanding the genuine commercial drivers for the transaction and ensuring that our ultimate objective is baked into all analysis, considerations and key decisions”.
Wiersholm strengthens the partnership with new hire
We are pleased to announce the hiring of our new partner, Andreas Ehrenclou.
Andreas has extensive experience with complex M&A transactions, corporate law and corporate governance, where his professional weight and commercial insight is in line with our current needs, especially within the TMT sector. In addition, Andreas’ background from Schibsted and his understanding of digital businesses will help strengthen our position in a competitive market.
“I am delighted to have Andreas as a part of our team. With his distinguished background and extensive experience in corporate law and intricate mergers and acquisitions transactions, Andreas is poised to be a significant asset to our Corporate Practice Group. His commercial acumen and profound understanding of digital enterprises, especially within the Technology, Media, and Telecommunications (TMT) sector, align seamlessly with our current requirements. We anticipate leveraging his expertise to enhance our position in a competitive market “, says Stephan L. Jervell, Managing Partner of Wiersholm.
Save the Date – Upcoming Events
Welcome to Trends in Dispute Resolution Forum 2025
On 12 June 2025, we kick off the second Trends in Dispute Resolution Forum– with the main theme:
“Climate Litigation: How To Protect your Business Interests“
Ensure your participation by registering today and keep an eye out for further information as the event date draws closer. For more information and register here.
Welcome to Nordic Buy Out Forum 2025
Every year, Wiersholm organises the Nordic region’s largest annual M&A conference, the Nordic Buy Out Forum. The conference is a recognised arena for networking and knowledge sharing for the venture capital and private equity industry and others involved in the transaction market in Norway and the Nordic region.
This year, the conference will be held on Thursday, 4 December 2025.
Wiersholm initiates and organises Nordic Buy Out Forum with support from the Norwegian Venture Capital & Private Equity Association (NVCA). The conference is a recognised arena for networking and knowledge sharing for the venture capital and private equity industry and others involved in the transaction market in Norway and the other Nordic countries.
Since the first conference was organised in 2011, the number of participants has increased every year. We are now proud to say that the conference attracts the most important players in the industry.
For more information and register here
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