
Norway International Update Q1 2026
In this quarterly update, we present key legal developments and market trends from the first quarter of 2026 within areas of strategic importance to the Norwegian market, including ESG and compliance, tax, financial regulatory and employment law. We also share selected firm updates, reflecting Wiersholm’s ongoing commitment to providing relevant, high-quality insight to both Nordic and international clients.
Some highlights include:
M&A: The new year 2026 began with a solid foundation for increased M&A activity, following a strong end to 2025 and a substantial pipeline driven by private equity. While Q1 activity was more measured than initially anticipated, underlying market dynamics remain supportive, with significant capital available for deployment and continued investor demand for transactions. Despite ongoing macroeconomic and geopolitical uncertainty, deal activity is progressing across sectors, including IT and software, and we expect momentum to build throughout the year. Public M&A activity has remained selective but stable, while IPO markets have shown encouraging signs of reopening, particularly within energy, shipping and maritime sectors. Overall, we remain confident that 2026 will see a gradual strengthening of market activity, with improving conditions as the year progresses.
Tax and VAT: Several Norwegian tax and VAT developments of practical importance have recently been progressed or clarified. Key topics include the ongoing work on amendments to the rules on paid-in capital, new administrative guidance from the OECD under Pillar II aimed at simplifying compliance and reducing double taxation risks, and upcoming VAT changes relating to intra-group cross-border services. Together, these developments highlight continued regulatory focus on simplification, anti-avoidance and alignment with international tax frameworks, while also raising practical considerations for taxpayers in structuring and reporting.
ESG and Compliance: Several developments have shaped the ESG, compliance and regulatory landscape in early 2026. At EU level, the Omnibus I Directive has entered into force, introducing significant changes to the scope of sustainability reporting, although the implications for Norwegian companies will not materialise until its implementation into Norwegian law. At the same time, simplifications to EU taxonomy reporting may be applied for the 2025 financial year pending formal incorporation. In Norway, the national intelligence and security authorities have published their annual threat assessments, highlighting continued geopolitical tensions, cyber risk and supply chain vulnerabilities. The Norwegian Consumer Authority has also signalled increased enforcement of the Transparency Act, while legislative work on a broader Norwegian investment screening regime continues, with a proposal expected to be circulated for consultation before summer 2026. Finally, the European Commission has proposed a new sanctions package against Russia, underlining the continued development of the sanctions framework, although the timing of its adoption remains uncertain.
Intellectual Property Rights: In the first quarter of 2026, the Norwegian Board of Appeal for Industrial Property Rights (KFIR) confirmed protection in Norway for an international trademark, despite objections based on the protected geographical indication (PGI) “Méditerranée” for wine. The decision illustrates that while PGI protection may extend broadly, it does not preclude all use of general geographic or lifestyle references in branding. The key assessment remains whether the relevant public is led to associate the sign with a specific protected origin. The case provides useful guidance for brand owners in the food, beverage and hospitality sectors, highlighting the importance of ensuring that marketing elements do not create an impression of origin linked to protected designations.
Renewable Energy: In the first quarter of 2026, a proposal to significantly reduce the threshold for resource rent tax on hydropower production – from 10 MVA to 1.5 MVA – was rejected by the Norwegian Parliament. The proposal, which would have brought small-scale hydropower plants within the scope of resource rent taxation, faced substantial opposition during the consultation process, particularly due to concerns over project profitability and investment predictability. Although the proposal was ultimately voted down, it has introduced a degree of regulatory uncertainty for the sector. This may impact investment decisions and contractual practices going forward, including an increased focus on tax-related risk allocation in new agreements.
Insolvency and Restructuring: In December 2025, the Oslo District Court rendered a judgment concerning the interpretation of a restructuring agreement in the Havila Shipping group. The case centred on whether the issuance of secured bonds in connection with a refinancing breached agreed restrictions on financial indebtedness and negative pledge provisions. The court, applying an objective interpretation and placing significant weight on the wording of LMA-based documentation, concluded that the bond issuance fell within the scope of the contractual prohibitions and that no relevant exceptions applied. It further held that the agreed default regime did not require any additional threshold such as material adverse effect or loss. The judgment underscores the importance of clear drafting and the limited scope for implied carve-outs in restructuring contexts involving sophisticated parties. The decision has been appealed, with a hearing expected in September 2026, and enforcement steps have already been initiated by the lenders.
Financial Regulatory: In the first quarter of 2026, several important legislative and regulatory developments took place within Norwegian financial markets. The Norwegian Parliament adopted amendments implementing capital requirement rules for investment firms (IFD/IFR) and a new act implementing the EU Crowdfunding Regulation. In parallel, the Ministry of Finance published a legislative proposal covering the implementation of CRD6, as well as proposed rules on confidentiality, information sharing and administrative sanctions. In addition, the Supreme Court clarified that investment firms and AIFMs may use silent partnerships (indre selskap) for profit distribution to key employees, without breaching applicable corporate form requirements.
Business Updates from Wiersholm

Wiersholm entered 2026 on the back of strong performance in 2025, particularly within transactions and dispute resolution, reflecting a market marked by both sustained activity and increasing complexity. Transactional work continues to be driven by refinancing processes, strategic portfolio adjustments and selective M&A activity, with investors maintaining interest in high-quality assets despite a more cautious macroeconomic backdrop. At the same time, processes are generally more structured and time-consuming, with heightened focus on risk allocation and downside protection.
In parallel, dispute resolution activity remains elevated, with a growing number of complex commercial disputes arising from contractual interpretation, financial arrangements and restructuring situations. This trend illustrates how tighter financing conditions and a more uncertain market environment are contributing to increased contention between parties. Overall, the combination of steady deal flow and rising dispute levels underscores a market where legal considerations play an increasingly central role in both transaction execution and post-transaction risk management.
Nordic Buy Out Forum 2026 – The largest M&A conference in the Nordics
Nordic Buy Out Forum is the leading annual meeting place for the Nordic private equity, venture capital, and M&A community. Bringing together senior investors, fund managers, corporate leaders, and top advisers, the Forum offers a unique platform for insight, dealflow, and high-level networking across the region.
We hope to see you there on the 3rd of December.
Please request an invitation here to secure your place.
Seafood Expo in Barcelona, 21st 23rd of April
Our seafood sector experts, Erik Staurset Andersen, Svein-Helge Hanken and Sigrid Ratvik Østvik, will be attending Seafood Expo Global in Barcelona – one of the seafood industry’s most important international meeting arenas. We look forward to engaging with industry peers, clients, and partners, and to establishing new connections while further strengthening our existing relationships.
Please get in touch should you wish to connect during the event.
Nordic Employment Summit in Stockholm, 21st of May
Wiersholm is proud to be a Gold Sponsor of the Nordic Employment Summit, hosted by International Employment Lawyer on Thursday 21 May in Stockholm.
The summit brings together leading in-house counsel, HR and ER professionals, and private practice lawyers from across the Nordic region to explore key developments, challenges, and opportunities in employment law.
We are pleased to be represented by our delegates Christel Søreide, Eli Aasheim, and Julie Piil Lorentzen from our team. Christel will also be contributing as a speaker during the programme.
We look forward to engaging discussions and to connecting with peers and partners across the Nordic employment law community.
The 23rd annual IBA Corporate and M&A Law Conference in New York
Wiersholm is pleased to attend the 23rd Annual IBA Corporate and M&A Law Conference.
Our delegation is led by partner Kai Thøgersen, representing the firm. We look forward to connecting with leading M&A practitioners from around the world.
This year’s IBA in Copenhagen
The Wiersholm team is excited to be part of this year’s annual IBA program in Copenhagen. Please let us know if you would like to schedule a meeting during the conference!
Our delegation during th IBA week consist of Stephan L. Jervell, Anne Lise Ellingsen Gryte, Jarle Kvam, Georg Abusdal Engebretsen, Kristine Hasle, Gunhild Dugstad, Kai Thøgersen, Karsten Kreiling and Christine Liæker Lindberg.
For further information or to get in contact with our delegation, please use the link here.
M&A
Key contacts: Anne Lise Ellingsen Gryte
The new year 2026 began with a notable degree of optimism. Following significant M&A activity in Q4 2025, the expectation was for 2026 to start out strong, with a substantial pipeline of transactions. This was particularly driven by the view that private equity would begin divesting portfolio companies and acquiring new platforms once valuations had stabilised. By the end of 2025, sponsors had been holding many portfolio companies for significantly longer than usual and were, at the same time, seeking to deploy record amounts of «dry powder» into new investments. Combined with continuously increasing investor pressure for cash returns, this contributed to expectations of a busy start to 2026 driven by private equity.
These expectations were not fully met in Q1 2026. Data from Mergermarket shows that There were 183 recorded transactions in Q1 2026. This is consistent with how we perceive the market. There are several reasons for this, but in our view two principal trends should be emphasised.
Private M&A
First, macroeconomic conditions and geopolitics remain key factors affecting the M&A market. By the end of 2025, our impression was that market participants were increasingly adjusting to a higher level of uncertainty in the near term, but with an expectation that this would broadly stabilise, albeit at a different level than in prior years. The conflict in the Middle East, and in particular its impact on energy prices, has altered that assessment. Among several consequences, it has introduced renewed uncertainty regarding the trajectory of interest rates and inflation, which materially affects M&A activity.
Second, valuations for IT and software companies are under pressure. Driven by the rapid rise of generative AI, valuations, particularly for SaaS businesses, have weakened. The Norwegian M&A market is relatively exposed to this, given the significant share of target companies in that sector relative to the total number of transactions. According to Mergermarket, A total of 163 tech deals were recorded in 2025, with 31 recorded so far in 2026.
What should be expected for the remainder of 2026? While certain factors affecting the outlook have shifted, as described above, the underlying need for private equity activity to accelerate has not. Accordingly, we remain cautiously optimistic that the market will improve, at the latest after the summer. For Norway in particular, higher oil and gas prices may also translate into increased activity in this industry and adjacent areas, including suppliers, transport, and so on. Transactions are still progressing, including within IT and software. However, we expect that deals will continue to take longer in 2026, with a greater risk of stalling and with due diligence processes remaining thorough and extensive. Sellers will need to be prepared for this and structure processes accordingly. For prime assets, we will still see the occasional structured auction process with several competing bidders and short paths to completion. For many other transactions, sellers will need to show patience. Preparation of processes will be key.
Public M&A
Oslo markets have been trading at all-time highs, with energy, offshore and defence as leading sectors, while the AI race among global tech giants remains a key investor focus area, putting pressure on Nordic tech valuations.
A handful of issuers have announced strategic reviews which may result in transactions (Golar LNG, BW Offshore, Måsøval AS, Lime Petroleum, Green Minerals). Yet the Norwegian public M&A landscape remained selective and broadly in line with the start seen in early 2025, with one transaction launched on Euronext Oslo Børs during the quarter.
The HR platform provider Zalaris ASA announced in March that it had entered into a transaction agreement with an acquisition vehicle of Norvestor IX SCSp for a voluntary public offer for all the shares in the company. The transaction followed a two-year strategic process to identify the right partner, with the Nordic private equity firm Norvestor prevailing as the chosen candidate. The offer price valued Zalaris at NOK 2.2 billion, representing a premium of 40.1% compared to the closing price on Euronext Oslo Børs the day prior to the announcement, and 31.9% compared to the 30-day volume-weighted average. Certain management investors agreed to roll over their shareholdings into the offeror, representing approximately 9% of the shares outstanding, while approximately 21% of the shares were pre-committed to accept the offer, which is customarily subject to, among other things, acceptance of 90% of the shares and voting rights.
Other public M&A events in Norway during the quarter included the cross-border mining deal announced in late 2025, Champion Iron’s voluntary offer for Rana Gruber ASA, reaching the 90% minimum acceptance rate, paving the way for swift closing and delisting of Rana Gruber from the Oslo market.
Looking ahead, we expect the public M&A landscape to remain influenced by financing conditions and broader macroeconomic and geopolitical developments. Expectations of interest rate easing have shifted towards a higher-for-longer scenario, or potentially further increases, keeping the cost of capital elevated. A strengthened and more volatile Norwegian krone against USD and EUR also affects cross-border buyer economics. Sector-specific drivers and seller initiatives are nevertheless expected to support continued deal activity in the Norwegian public M&A market during the year.
IPOs
IPO activity increased in the first quarter of 2026 compared to 2025 levels, with energy, shipping and maritime services dominating deal flow. Following the reintroduction of Borr Drilling Limited to Oslo trading at year-end, the headline transaction of the quarter was Capital Tankers Corp’s USD 500 million placing and listing on Euronext Growth Oslo, which demonstrated the surge in market appetite within the sector. Another notable transaction included the maritime technology company General Oceans NOK 1 billion IPO and listing on Euronext Oslo Børs.
While energy, shipping and maritime services have driven listing activity in the first quarter of the year, we also expect well-positioned players in other industries to be preparing to come to market as part of the listing upswing, if conditions remain favourable. The reopening of the Norwegian IPO market represents a welcomed alternative for mature industrials, as well as PE-held companies looking to take the next step in their development cycle.
Tax and VAT
Key contacts: Nicolay Vold, Egil Stefan Eilertsen
In the first quarter of 2026, several Norwegian tax and VAT developments of practical relevance were progressed or clarified. Key topics include, among other things, the ongoing work on changes to the tax rules regarding paid-in capital, the OECD’s publication of its «Side-by-Side» administrative guidance under Pillar II, and VAT updates on forthcoming rules on intra-group cross-border imports of services.
In the following section, we will give you the latest updates in the tax law area.
Paid-in capital for tax purposes in limited liability companies
As previously noted in our Norway International Update Q4 2025, amendments to the rules on paid-in capital for tax purposes are under consideration. Under the current framework, the paid-in capital tax position is attached to the shares rather than the shareholder, meaning that a shareholder may acquire shares where the paid-in capital tax position substantially exceeds the acquisition price.
In connection with the 2026 national budget, the Ministry of Finance has sent two alternative proposals for consultation, aimed at simplifying the regime and avoid tax planning:
- Alternative 1: Paid-in capital may continue to be distributed tax-free, but is capped at the shareholder’s cost basis in the shares.
- Alternative 2: Distributions are tax-free up to the shareholder’s cost basis regardless of historical paid-in capital; in practice, the shareholder’s cost basis (rather than paid-in capital) sets the limit for tax-free distributions.
The consultation deadline was 15 January 2026. While Alternative 2 has received broader support in the consultation round due to its simplicity and flexibility, it has also been criticised for potentially enabling new tax planning opportunities, particularly in cross-border situations and for foreign shareholders avoiding Norwegian withholding tax on distributions through repayment of paid-in capital.
Although the final outcome remains uncertain, it is widely expected that new rules will be introduced from the 2027 income year. The proposals may have material implications for existing shareholder structures, and taxpayers should consider whether any measures should be taken prior to the entry into force of new legislation.
OECD «Side-by-Side» package under Pillar II
On 5 January 2026, the OECD published new administrative guidance under Pillar II, commonly referred to as the «Side-by-Side» (SbS) package. The package introduces additional Safe Harbour rules and extends existing transitional simplifications, with the aim of reducing compliance burdens and mitigating conflicts between jurisdictions.
A key feature of the SbS package is the introduction of a Side-by-Side Safe Harbour, which allows multinational groups to be exempt from the Income Inclusion Rule (IIR) and Undertaxed Profits Rule (UTPR) where the ultimate parent entity is located in a jurisdiction with a qualifying SbS regime. As of now, the United States is the only jurisdiction considered to meet these criteria.
For Norwegian entities that are part of US-headed groups, this may imply that no top-up tax will be payable in Norway from 2026, provided that the group elects to apply the Safe Harbour. However, the rules do not apply retroactively and will not affect the 2024- and 2025-income years.
The SbS package also extends the transitional Country-by-Country Reporting (CbCR) Safe Harbour regime to include 2027, providing additional time for groups to adapt to the full Pillar II framework.
VAT: Changes to the rules on intra-group cross-border imports of services
As of 1 June 2026, new rules on VAT calculation for intra-group cross-border transfers of remotely deliverable services will enter into force. The Norwegian Tax Administration has proposed rules on the timing of VAT reporting, currently subject to consultation (deadline 26 May 2026).
Under the proposal, businesses may choose between (i) budget-based reporting, with periodic reporting and a subsequent true-up, or (ii) ongoing reporting based on the invoice date for each individual invoice.
The budget period may be any period up to 12 months, with an obligation to adjust the budget for material changes during the period. Any difference between actual and budgeted (reported) imports must be adjusted within six months after the end of the budget period, and reported in the last reporting period (typically via an amended VAT return).
The proposal further states that all invoices issued by the foreign supplier to the foreign head office or permanent establishment, that are subject to reverse charge, would constitute accounting documentation subject to retention in Norway, regardless of whether the direct timing method or the budget/true-up model is used. This may entail a relatively burdensome documentation requirement.
VAT: Sale of data services to a foreign company – Decision by the Norwegian Tax Appeals Board
In March this year, the Norwegian Tax Appeals Board (Skatteklagenemnda) published a decision from 2020 concerning an appeal of a binding advance tax ruling on the VAT treatment of supplies of data centre-related services to a foreign company (A), which was to own the servers. The services comprised both operations which, viewed in isolation, could meet the criteria for remotely deliverable services, and services such as monitoring, cooling, storage and operation of the equipment, as well as security services (guarding and access control), which, viewed in isolation, could be regarded as location-bound services.
The case raised two issues: (i) whether the supplies should be treated as a single composite supply and, if so, whether that composite supply would be VAT-exempt as a remotely deliverable service under Section 6-22(2) of the VAT Act; and (ii) in the alternative, whether the location-bound elements were entirely for use abroad and therefore VAT-exempt under Section 6-22(1).
The tax office took the view that the supply of data centre operations services involved separate supplies of goods and services, requiring a specific VAT assessment of each individual element. The tax office further concluded that the services could not be regarded as entirely for use abroad and therefore did not fall within the exemption in Section 6-22(2) of the VAT Act.
The Tax Appeals Board unanimously rejected the appeal.
ESG and Compliance
Key contacts: Georg Abusdal Engebretsen
In the first quarter of 2026, the EU’s Omnibus I Directive entered into force, However, the revised CSRD scope will not affect Norwegian reporting obligations until 2026. Simplified EU taxonomy reporting may nevertheless be used for the 2025 fiscal year pending formal implementation in Norway. Furthermore, Norway’s intelligence and security authorities (including Etterretningstjenesten, PST and NSM) have published their annual threat assessments, highlighting continued geopolitical tension, cyber threats, and supply chain vulnerabilities. The Norwegian Consumer Authority has published a statement on its 2025 controls and has intensified its enforcement of the Transparency Act through guidance and infringement penalties. In addition, The Ministry of Trade, Industry and Fisheries is continuing its work on a broader Norwegian investment screening regime, with a proposal for a new Investment Control Act expected to be circulated for public consultation before summer 2026. Lastly, the European Commission has proposed its 20th sanctions package against Russia, although the timing of adoption remains uncertain. In the following section, we summarize these key developments.
CSRD and CSDDD: Omnibus I has entered into force, but the revised CSRD scope will not affect Norwegian reporting obligations until 2026
The Omnibus I Directive, which aims to simplify the rules on sustainability reporting under the CSRD and due diligence under the CSDDD, was formally approved by the Council on February 24, 2026, and has now entered into force.
Under Omnibus I, the thresholds for mandatory sustainability reporting are significantly increased. Compared with the original 250-employee threshold, this means that a large majority of companies previously in scope will now fall outside the reporting requirements. Only EU companies with more than 1,000 employees and net turnover exceeding EUR 450 million will fall within the scope. However, the revised scope of CSRD will not fully apply until the 2027 fiscal year. For the 2025 and 2026 fiscal years, the current scope continues to apply unless member states adopt specific transitional rules.
The Norwegian Ministry of Finance has considered whether companies that will fall outside the revised scope could be exempted already from the 2025 fiscal year, but has concluded that there is no legal basis for doing so. As a result, current reporting obligations will remain in place for Norwegian companies that were already in scope in 2024. This means that, for 2025, certain Norwegian companies may face stricter reporting obligations than comparable companies in the EU.
On February 16, 2026, the Ministry also launched a public consultation on legislative amendments to implement Omnibus I into Norwegian law, with a consultation deadline of April 17, 2026. The CSDDD-related amendments will be considered separately in connection with the future implementation of the directive into Norwegian law.
Simplifications in EU taxonomy reporting may be used for the 2025 fiscal year
The European Commission has adopted simplifications to the EU taxonomy for sustainable activities, with the aim of reducing the administrative burden on European companies through more streamlined sustainability reporting requirements. The amendments were published in the Official Journal of the European Union on January 8 2026, and apply from the 2025 fiscal year.
Before the simplifications can formally take effect in Norway, the relevant Commission Regulation must be incorporated into the EEA Agreement and implemented in Norwegian regulations. The Ministry of Finance has stated that it intends to implement the changes into Norwegian law as soon as possible, although the timing remains uncertain.
Pending formal implementation, the Financial Supervisory Authority of Norway has stated that, in its supervisory follow-up, it will proceed on the basis that Norwegian companies may apply the simplifications on the same basis as companies in the EU. The Ministry has also recommended that reporting entities take into account the European Commission’s guidance when preparing their 2025 taxonomy reporting.
In parallel, the European Commission has launched a public consultation on a draft set of further amendments to the Taxonomy, with a deadline of April 14, 2026.
The Norwegian intelligence and security authorities publishes their annual threat assessment
Norway’s intelligence and security authorities has now published their annual threat assessments. The Norwegian Intelligence Service (Nw.: Etterretningstjenesten), the Norwegian Police Security Service (PST), and the Norwegian National Security Authority (NSM) provided their individual reports on 6 February 2026.
Taken together, the reports describe how heightened geopolitical tensions continue to shape Norway’s threat environment, including state-sponsored intelligence activity, influence operations, and efforts to exploit political and societal vulnerabilities. The threat assessments also underline that cyber threats remain persistent and increasingly professionalized, with hostile actors and criminal networks targeting public authorities, businesses, and critical infrastructure, including by exploiting vulnerabilities in suppliers and supply chains.
The assessments reiterate the importance of safeguarding knowledge and technology of strategic value and highlight that security risks increasingly cut across traditional boundaries, spanning digital security, physical protection, and information integrity. The prevailing threat picture is largely characterized by activity below the threshold of military force. In this context, NSM’s threat assessment points to several shortcomings identified through its oversight of Norwegian enterprises’ security efforts. Overall, the three assessments emphasize the persistence and evolution of significant security risks facing Norway, and the important role of civil society, including private enterprises, in strengthening Norway’s resilience to these risks.
The Norwegian Consumer Authority strengthens Transparency Act enforcement
On 9 March 2026, the Norwegian Consumer Authority (NCA, Nw.: Forbrukertilsynet) published a statement on its control conducted in 2025 to assess compliance with the reporting requirement under the Norwegian Transparency Act. The NCA reported that it had imposed an infringement penalty on one enterprise and provided guidance to 20 enterprises in connection with breaches of the Act’s reporting duty in 2025.
The Transparency Act imposes obligations on businesses including a duty to provide information and to carry out due diligence assessments; that must be disclosed in a report for the consecutive year no later than 30 June of each year. The NCA reported that its controls carried out in 2025 identified that some enterprises had not published the required reports at all. Where deficient reports had been published, they generally lacked sufficiently concrete descriptions of findings and the measures taken. The NCA’s director stated that these findings raised concerns about shortcomings in the enterprises’ due diligence work.
The NCA indicates that guidance and supervision remain its preferred, and effective, response when it identifies breaches of the Transparency Act. At the same time, it underscores that repeated violations will result in economic sanctions. The NCA’s statement following its 2025 controls also signals that enterprises should ensure their Transparency Act reporting includes sufficiently detailed and concrete information. Even so, enterprises should keep in mind that robust due diligence, including proportionate risk assessments and appropriate measures, is fundamental to achieving Transparency Act compliance and meeting expectations for responsible business conduct.
Development in Norwegian FDI – The Ministry is working on a new Investment Control Act
Legislation governing foreign direct investment – FDI – has become commonplace across jurisdictions in recent years. The EU has recently proposed a strengthened FDI framework to impose mandatory FDI control requirements for member states. In this context, Norway sticks out, as its current FDI regime is quite limited and confined to certain specific national security contexts.
However, there is currently a legislative process towards a sector-based, more wide-ranging FDI Act in Norway. Process in this respect has been somewhat slow, following the Official Norwegian Report (Nw.: NOU) on the Act in 2023. The Ministry of Trade, Industry and Fisheries – responsible for putting together a proposal to the parliament – has spoken with, among others, Wiersholm to receive input on the topic. The Ministry stated in its meeting with us that they are working towards a proposal to be subject to public consultation before summer 2026. It will, thus, still take a good while before a new Norwegian FDI Act enter into force.
The new FDI Act will aim to safeguard both competitive force and economic growth as well as national security, to a greater extent than the current framework. Should the proposals be adopted in the form currently under discussion, the Norwegian FDI framework will align much more closely to the regimes commonly found in other Western jurisdictions, thereby materially enhancing predictability. At the same time, the proposed expansion of the regime’s scope would, inevitably, result in a significantly larger number of national and/or cross-border transactions being required to factor in Norwegian regulatory clearance considerations.
Wiersholm is closely monitoring the Norwegian legislative process and will circulate separate updated as soon as the authorities issue any official communications.
The EU proposes a 20th sanctions package against Russia
On 6 February 2026, the European Commission presented a proposal for a 20th sanctions package against Russia. The proposal entails further tightening measures in areas including the energy sector, financial services, and trade. Norway has adopted all EU sanctions packages against Russia and has now implemented the 19th package into Norwegian law with effect from 27 March 2026.
Within the energy sector, the European Commission proposes a full ban on maritime services for vessels transporting Russian oil. Such services are already largely prohibited under the current sanctions regime. However, an important exception applies when crude oil or petroleum products are purchased below the oil price cap. The price cap aims to reduce Russia’s revenue from oil sales to third countries, while still allowing exports to continue. Under the proposed 20th sanctions package, this exception would be removed, resulting in a complete ban on such services. The Commission also purposes further measures targeting the shadow fleet, including listing of 43 additional vessels.
As sanctions circumvention is an increasing concern, the EU proposes for the first time an anti-circumvention tool, by prohibiting export of any computer numerical control machines and radios to jurisdictions assessed as high risk for re-export to Russia.
The process surrounding the 20th sanctions package illustrates the close link between sanctions policy, internal EU politics and energy security. The EU had aimed to adopt the package by 24 February 2026, marking four years since the full-scare invasion of Ukraine. However, Hungary has signaled its intention to veto the proposal, due to the suspension of oil supplies to Hungary and Slovakia through the Druzhba pipeline. Ukraine, for its part, states that the pipeline has been shut down due to damage caused by a Russian attack in late January. Hungary’s opposition therefore leaves the timing of the package’s adoption—both within the EU and in Norwegian law—uncertain.
Intellectual Property Rights
Key contacts: Anne Marie Sejersted, Rune Opdahl
An introduction to what the readers can expect to read in the following text. (example from tax follow below)
On 13 January 2026, the Norwegian Board of Appeal for Industrial Property Rights (KFIR) upheld protection in Norway for the international word mark “FREIXENET – THE MEDITERRANEAN WAY OF LIFE”, despite objections based on the protected geographical indication (PGI) “Méditerranée” for wine (case KFIR-2025-58).
The decision is a practical reminder that GI/PGI protection can be far-reaching, but it does not automatically block all marketing references to broad geographic concepts. For brand owners in beverages, hospitality and food & drink marketing, the key is whether the overall sign makes consumers think of a specific protected origin (and the product covered by it), rather than a general lifestyle or region.
For businesses, the decision underlines a practical point: using broad geographic or cultural references (like “Mediterranean”) in branding will not automatically breach PGI rules – but you must avoid creating the impression that your product is connected to a specific protected wine area.
The legal issue in KFIR-2025-58 was whether the element “MEDITERRANEAN” and the overall slogan constituted an unlawful “evocation” of the PGI under the Norwegian Trademarks Act (section 15(1)(d)), interpreted in line with EU rules on wine designations (Regulation (EU) 1308/2013, Article 103). KFIR applied the established EU-law test: whether the average consumer, when encountering the mark, is directly led to think of the PGI-protected product, requiring a sufficiently clear and direct mental link.
KFIR carried out a broad assessment (visual, phonetic and conceptual), and noted that this is not the same as an ordinary likelihood-of-confusion analysis. Even though “Mediterranean” is conceptually close to “Méditerranée”, the addition “the … way of life” and the prominent “FREIXENET” element were seen as shifting the meaning towards a general lifestyle message, not a reference to wine from the PGI area in Southern France. As a result, the appeal was dismissed and the mark remained protected in Norway.
In practice, companies selling wine (or offering wine-related services) in Norway should build PGI checks into their trademark and marketing review process, especially for slogans. If you use geographic terms, make sure the overall branding does not look like an origin claim, and consider strengthening the distinctiveness of the house brand to reduce PGI risk.
Renewable Energy
Key contacts: Jon Rabben, Inge Ekker Bartnes, Svanhild Vesterheim and Frode Støle
In the first quarter of 2026, a proposal to lower the threshold for the resource rent tax on hydropower production was halted in the Norwegian Parliament (Stortinget), but the proposal may nevertheless have consequences for operators and investors in small-scale hydropower projects. Read more about the proposal below.
Proposal to Lower the Threshold for Resource Rent Tax on Hydropower Production
In connection with the proposal for the State Budget for 2026, the Ministry of Finance circulated for consultation on 15 October 2025 a proposal to reduce the threshold for resource rent tax and natural resource tax for hydropower plants from 10 MVA to 1.5 MVA. The effect of the proposal would be to introduce resource rent tax on small-scale hydropower – for new and existing power plants. During the consultation round, the proposal met massive opposition. The proposal was nevertheless submitted to The Norwegian Parliament, Stortinget, where it was voted down on 12 March 2026.
Resource Rent Tax and Natural Resource Tax, briefly explained
Resource rent tax is a special tax on returns from the exploitation of limited natural resources, such as hydropower, aquaculture, wind power, and petroleum. The rationale for the tax is that a share of the profits arising from the use of collectively owned resources should be returned to the community.
Different resources have different resource rent tax rates. For hydropower, a resource rent tax rate of 45% currently applies, in addition to corporate income tax of 22%. The total effective tax rate for hydropower plants subject to resource rent tax is therefore up to 67%.
Natural resource tax is a special tax paid to the municipality and the county authority, calculated based on the hydropower plant’s production over the last seven years. The tax may be deducted against the ordinary income tax payable to the State, which means that the natural resource tax does not result in an increase in the overall tax burden.
The Government’s rationale for the proposal and critical opposing views
The Ministry of Finance justified the proposed amendment by stating that it observes significant tax-driven adaptation in the construction of hydropower plants, in that developers deliberately choose an installed generator capacity below 10 MVA for the purpose of avoiding resource rent tax. In situations where the optimal development from a socio-economic perspective would be for instance a power plant with 13 or 14 MVA capacity, this adaptation causes, according to the Ministry of Finance, a loss of valuable renewable power generation.
During the consultation round, 231 consultation responses were submitted, of which only one was positive to the proposal. Many responses point out that the small-scale hydropower sector has tight margins, and that resource rent tax may render marginal projects unprofitable. Many also highlighted that a lack of profitability may result in several planned projects not being developed. The introduction of resource rent tax also has problematic aspects relating to depreciation of existing investments and agreements already entered into where the existing tax level is a precondition.
Consequences for operators and investors in small-scale hydropower
As the proposal was voted down in the Parliament on 12 March 2026, it is unlikely that a similar proposal will gain support during the current parliamentary term, lasting until 2029. The question is whether the proposal has nevertheless created uncertainty that will affect the small-scale hydropower sector. The proposal was made without any form of prior notice and was intended to take effect as early as 2027. When investing in projects with small margins and a long investment horizon, stable framework conditions are a key prerequisite for investment decisions. Uncertainty regarding such a central factor as the level of taxation may make it difficult for certain projects to reach final investment decision and causes ripple effects as Norway and small-scale hydropower assets may represent a higher risk for foreign investors. Key industry participants have also indicated that going forward they consider it necessary to include resource rent tax clauses in all new agreements.
Insolvency and Restructuring
Key contacts: Kristine Hasle and Ingrid Tronshaug
An introduction to what the readers can expect to read in the following text. (example from tax follow below)
Oslo District Court delivered judgment in December 2025 on the interpretation of a restructuring agreement. The central issue was whether the Havila Shipping borrower group breached the agreement’s restrictions on incurring financial indebtedness and on granting security under the negative pledge by issuing a secured bond. The next section summarizes the parties’ principal submissions and the court’s reasoning and conclusions.
The case concerned a dispute over a 2020 restructuring agreement. In December 2024, Havila Shipping issued secured bonds to repay exiting lenders. Following the bond issue, a group of banks that had extended their loans declared Havila in default under the restructuring agreement and accelerated the debt. Havila brought proceedings against the remaining banks, contending that the bond issuance did not breach the restructuring agreement.
Havila’s principal submissions were that the restrictions on financial indebtedness and the negative pledge should be construed in light of the restructuring agreement’s overall purpose and practical operation. Havila argued that the refinancing was necessary to perform the agreement’s core obligations. It also maintained that the bonds were, in substance, a refinancing or exchange of existing debt rather than “new” indebtedness or security. In addition, Havila submitted that acceleration should require a material adverse effect, and that the remaining banks had not suffered any loss.
The banks argued that the bond issue breached the clear wording of LMA-style documentation negotiated between professional parties, and that there was no basis to imply additional carve-outs. They further contended that any new secured borrowing required lender engagement and, if necessary, a waiver, so that lenders could protect their interests. The banks also submitted that the contractual default regime did not depend on materiality or proof of loss.
The court stated that the starting point is the objective interpretation of the contract, and that the party asserting an understanding contrary to the wording bears the burden of proof. It emphasized lenders’ need for certainty in a restructuring context. It also noted that the restructuring agreement was based on international model documentation, which supported giving very strong weight to the contractual language.
The court held that the bond issue and related security fell within the literal prohibitions in the restructuring agreement, and that the exceptions did not cover refinancing of this kind. Critically, the court found no evidence of a shared understanding at the time of contracting that the negative covenants would not apply to refinancing in a mixed extension and exit scenario. Given the parties’ sophistication and the negotiated nature of the documentation, the court placed the risk of the regulatory gap on Havila. The court further held that the contractual wording did not condition acceleration on any additional requirement such as materiality, loss, or a “substantial effect”. Nor, in the Court’s view, could such a requirement be implied, given that strict covenants in a restructuring operate as lender control mechanisms.
Havila has appealed the judgement, with a hearing expected in September this year. On 1 April 2026, the banks petitioned for the arrest of the vessel “Havila Herøy” and certain other assets in the group.
Financial Regulatory
Key contacts: Kjersti T. Trøbråten & Stian A. Endre
In the first quarter of 2026, the Norwegian Parliament passed several amendments to Norwegian financial market regulations, including the implementation of capital requirement rules for investment firms and a new act implementing the EU Crowdfunding Regulation. In addition, the Ministry of Finance published its legislative proposal to implement CRD6, as well as proposals on confidentiality and information sharing, and on administrative sanctions. In a judgement from the Supreme Court, clarifications were given on investment firms’ and AIFMs access to use silent partnerships for the distribution of profits to key employees.
In the following section, we will give you the latest updates in Norwegian financial regulation.
Clarifications on access to the use of silent partnerships
In a judgment handed down on March 6, 2026, the Norwegian Supreme Court clarified that investment firms and AIFMs are entitled to use silent partnerships (in Norwegian: indre selskap) to distribute profits to key employees. According to the judgement, organizing operations through such silent partnerships does not violate the corporate form requirements set out in the Norwegian Securities Trading Act and the Norwegian Alternative Investment Fund Act. The judgment and its significance are discussed in our newsletter at the following link (Norwegian only): Høyesterett: Meglerhus og AIF-forvaltere har rett til bruk av indre selskap – Advokatfirmaet Wiersholm.
Implementation of the IFD and IFR
The Norwegian Parliament has adopted the implementation of EEA rules that correspond to the Investment Firms Directive (IFD) and Regulation (IFR), through amendments to the Norwegian Securities Trading Act, the Norwegian Alternative Investment Fund Act, the Financial Institutions Act and the Act on EEA Financial Supervision, in order to introduce a capital requirement framework with associated supervisory follow-up that is more adapted to investment firms. No date has been set for entry into force. For more information, please refer to our newsletter available here (Norwegian only): Ett steg nærmere gjennomføringen av IFR og IFD i norsk rett – Advokatfirmaet Wiersholm
Implementation of the crowdfunding regulation
The Norwegian Parliament has adopted a new act on crowdfunding, which implements the Crowdfunding Regulation and supplementary provisions. The implementation means that Norwegian crowdfunding service providers will be subject to a fully harmonized and comprehensive framework for loan and investment-based crowdfunding of business activities. No date has been set for entry into force.
Implementation of changes to the EU Capital Requirements Directive for banks
The Ministry of Finance has published a collective legislative proposal, on the implementation of the sixth EU Capital Requirements Directive (CRD6), confidentiality rules and amendments related to administrative sanctions. The proposal entails implementations of changes in accordance with the CRD6, including certain CRD provisions currently not fully implemented in Norwegian law. Additionally, the proposal contains proposals on confidentiality and information sharing to combat crime, and a separate exemption for research. Lastly, the proposal contains a section on the Financial Supervisory Authority’s ability to impose administrative sanctions. More information can be found in our newsletter at the following link (Norwegian only): Endringer i finansforetaksloven mv. – ny proposisjon på finansområdet om CRD6, taushetsplikt, administrative sanksjoner mv. – Advokatfirmaet Wiersholm
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