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

Stephan L. Jervell, Managing Partner

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.

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.

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.

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.

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.

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.

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.

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.


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