In 2025, Wiersholm marked a significant milestone as we celebrated 150 years since our founding, reflecting on a legacy that stretches back to 1875. The anniversary offered an opportunity to honor our deep roots in the Norwegian legal landscape, while also looking ahead to the future. Throughout our history, we have evolved alongside our clients and society, building on a tradition of excellence, integrity, and innovation that continues to shape who we are today.

This year of Nordic Buy Out Forum marks for us 15 years as the Nordic region’s leading M&A and private equity meeting place – bringing together investors, corporate leaders, advisers and asset managers for a full‑day, forward‑looking programme.

At this years edition, we focused on how the transaction market is being reshaped by regulatory changes, AI‑driven due diligence, shifting financing trends and the integration of ESG considerations into investment decisions.

The day began with an opening address from Jarle Kvam, followed by a session where Christian Sinding, Bjarne Kveim Lie, Hugo Maurstad, and Guillaume Rubens explored how private equity is adapting and evolving amid uncertainty.

The agenda continued with a focus on sustainable value creation. Reynir Indahl, Marc Lino, Allon Groth, and Andreas Ehrenclou offered perspectives on integrating sustainability, responding to regulatory developments, and understanding the Norwegian investment landscape.

The final session featured Sabina Pennings, Kevin McGurgan OBE, and Pål Ringholm, who shared their analysis on managing global risks and pursuing opportunities in today’s macroeconomic and geopolitical environment.

This year we also had a panel discussion that brought together distinguished voices to reflect on the future of the Nordic investment landscape.Anders Onarheim, Martin Bech Holte, Pernille Erenbjerg, and Henrik Ehrnrooth engaged in a lively and insightful conversation on reinventing the Nordic model, attracting capital, and cultivating new industry champions. Their combined experience offered valuable perspectives on the evolving role of the region in the global market and the factors that drive long-term growth.

Thank you to all speakers and participants for contributing to the 15th anniversary of the Nordic Buy Out Forum with such engaging discussions and perspectives.

Pre-event NAD 2026 – 5. February

For the third consecutive year, we have the pleasure of inviting you to the Wiersholm pre-event, organized alongside the 2026 Norwegian Arbitration Day in Oslo – with the main theme: Confirmation Bias in Arbitration: Hidden danger and strategic opportunity

Learn more about the event here.

Nordic Buy Out Forum 2026 – December 3

As the leading annual meeting place for private equity professionals, investors, advisors and industry leaders across the Nordic region, the Forum continues to offer unique insights, high-level discussions and valuable networking opportunities.

The 2026 edition will once again gather key decision-makers to explore the trends, challenges and opportunities shaping the Nordic buyout landscape.

Learn more about the event here.

Norway implements new sanctions against Russia

Norway has introduced a new set of sanctions in response to Russia’s military aggression against Ukraine, which entered into force on 27 October 2025. These sanctions mirror the EU’s 18th package of sanctions, which was adopted by the EU on 18 July 2025. Norway has previously enacted measures implementing parts of the package. Previously enacted measures included listing 14 individuals subject to travel restrictions and asset freezes and 41 entities subject to asset freezes, as well as lowering the price cap on Russian oil.

This package specifically targets the Russian shadow fleet, and Russian banking and energy sectors. Like earlier sanctions packages, the 18th package’s measures aim to prevent circumvention of current EU sanctions and weaken the Russia’s military and industrial complex.

Norway has adopted all EU sanctions 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 Consumer Authority updates its Transparency Act guidance

On 12 December 2025, the Norwegian Consumer Authority (Nw. «Forbrukertilsynet») published updated guidance on due diligence assessments under the Norwegian Transparency Act. The updated guidance is relevant for larger enterprises in Norway subject to the Transparency Act – currently about 9,000 enterprises. The updated guidance contains concrete examples, practical advice, and clarifications on how to carry out risk-based due diligence, why meaningful stakeholder dialogue is important, and how companies can set realistic and fair requirements for suppliers. The guidance draws on experience from dialogue with companies, civil society, and other stakeholders.

The guidance clarifies that it is not necessary to have complete oversight of all levels of the supply chain in order to carry out effective due diligence pursuant to the Act. Instead, an overall risk mapping is recommended to identify the most serious risk areas, which should then be assessed in further detail. The Consumer Authority has also divided Step 2 of its guidance (regarding identification and assessment of negative impacts) into four phases to clarify the relationship between mapping, assessment, and prioritization of negative impacts.

Furthermore, the guidance clarifies how an enterprise’s connection to negative impacts affects responsibility and expected measures. The enterprise’s responsibility increases with the strength of its connection to an adverse impact. The guidance also highlights the importance of setting realistic and fair requirements for suppliers and notes that an enterprise’s own practices – such as short deadlines and price pressure – can undermine responsible business conduct. In some cases, collaboration, support, and capacity-building may be more effective for achieving real improvements than one-sided, strict requirements. The updated guidance provides more information on how expectations can be incorporated into agreements and how negative impacts may be managed in practice.

Norway implements the UNCRPD in Norwegian law

On 1 January 2026, amendments of the Norwegian Human Rights Act, incorporating the UN Convention on the Rights of Persons with Disabilities (UN CRPD) into domestic law, entered into force.

Since Norway’s ratification of the UNCRPD in 2013, there have been debate and critique on the fact that the convention had not been implemented in Norwegian law. The implementation entails that the rights under the UNCRPD gains equivalent status to domestic law before Norwegian courts, and gains precedence over other Acts in the event of conflict.

The Marine Protection Act enters into force

On 1 January 2026, the Marine Protection Act (Nw. «Havvernloven»), which was adopted in summer 2025, entered into force. The Marine Protection Act provides legal basis for establishing marine protective areas outside the territorial waters; in the Norwegian exclusive economic zone and on the Norwegian continental shelf, as defined in Norwegian legislation. Section 3 of the Act provides for the precedence of rules of international law over its provisions in the event of conflict.

The Act, among other things, provides that the potential effects of an activity on a marine protective area shall be taken into account when deciding whether license for that activity shall be given. This applies even though the activity takes place outside such a protective area. Moreover, the Act explicitly provides a basis to reject applications for licenses and similar permits for activity inside planned marine protective areas on the grounds of announcement of such proposals. A license can only be given in such instances if it does not contradict the conservation purpose or by the ministry responsible when it is necessary due to security considerations or significant public interests.

EU postpones EUDR

On 18 December 2025, the EU Council adopted a revision of the EU regulation on deforestation-free products (EUDR). Importantly, the revision postpones the application of the EUDR by one year, to 30 December 2026, with an extra six months for micro and small operators. The revision also includes limitations on the scope of the EUDR and aims to reduce administrative burdens and ease implementation. By 30 April 2026, the Commission is required under the revision to carry out a simplification review of the EUDR. The review shall give rise to a report on the impact and administrative burdens of the EUDR and, if appropriate, a legislative proposal.

See our previous newsletter for more information on the EUDR and the legislative process for its implementation in Norway.

Home offices and permanent establishments – update to the OECD Commentary

At the end of November, the OECD published a revised version of the Commentary to its Model Tax Convention. The revised version delineates, inter alia, when a home office abroad creates a permanent establishment.

The Commentary establishes two main criteria that must be satisfied for work from a home office to be regarded as having such scope and character that the enterprise obtains a right of disposal over the home office, thereby potentially creating a permanent establishment. A first criterion is that at least 50 percent of the working time of the employee or other person is performed from a home office in the permanent establishment state during any 12‑month period. If the working time requirement is met, a specific assessment of the facts and circumstances must then be made to determine whether the home office constitutes a place of business of the enterprise. In that assessment, a key factor is whether there are commercial reasons for the employee to work from the home office.

We have experienced that the Norwegian tax authorities adopted the updated Commentary with immediate effect, including for earlier income years.

Paid-in capital for tax purposes in limited liability companies

In connection with the 2026 national budget, the Ministry of Finance has sent two alternative proposals for amendments concerning paid-in capital for tax purposes for consultation. Under the current rules, the tax position paid-in capital follows the shares, not the shareholder, thus a shareholder may have a tax position relating to paid-in capital that far exceeds the acquisition price for the shares. The proposed solutions aim both to simplify the rules and to counteract undesirable tax planning. Both alternatives limit the tax exemption for distributions of previously paid-in capital up to the shareholder’s cost basis, either as a cap or as a replacement for paid-in capital.

The consultation paper has a deadline of 15 January 2026. The legislative changes are proposed to take effect from and including the 2027 income year. No transitory rules have been proposed, so the proposal has prompted tax payers with paid-in capital for tax purposes to consider steps to safeguard their current position of paid-in capital before a new rule is implemented.

Tax exemption for interest income, etc., in securities funds

The tax rules for securities funds have, with effect from 1 January, 2026 been changed. The objective of the new rules is to provide Norwegian funds with a more competitive tax framework, reduce unnecessary double taxation (especially on fixed income funds) and ensure that the rules are better harmonised with similar systems in our most important European neighbouring countries, while at the same time preventing erosion of the Norwegian tax base.

The adjustments relating to interest income entail that Norwegian fixed income funds will be able to accumulate the income within the fund and will no longer need to distribute taxable dividends to shareholders to avoid taxation as per the current tax rules.

The changes include, among other things, that qualified securities funds will be broadly exempt from tax on income from shares, interest and other financial instruments at fund level.

However, to enable the funds to invoke tax treaty protection in relation to income from abroad a minimum of continuous taxation at fund level of 1% has been introduced. The tax basis is gross income from investments, with a deduction for management costs. Losses may be carried forward for a maximum of five years.

Further, it has been clarified which funds will qualify for the tax exemptions and special rules, namely (a) UCITS funds, (b) Norwegian national funds, and (c) funds established in other EEA countries that «correspond» to Norwegian national funds. Transitional rules have been proposed to ensure that fund units that do not qualify under the new rules will have their new taxable input value determined at market value as per 31 December 2025.

The Supplementary tax rules amended in line with the OECD’s administrative guidance

Global minimum tax is to ensure that large corporations pay at least 15% tax on their activities, regardless of where they operate. The Norwegian Supplementary Tax Act was adopted in January 2024 and implements the OECD/G20 Inclusive Framework’s model rules on global minimum taxation – “Pillar Two”. The latest changes are intended to bring the Norwegian rules into line with two sets of administrative guidance from the Inclusive Framework published in June 2024 and January 2025.

The changes fall mainly into two categories: changes relating to the calculation of the “effective tax rate”, including “deferred tax” on temporary differences, and changes in administrative simplifications (so‑called “Safe Harbours”).

Most adjustments take effect for the 2024 income year (financial years starting after 31 December 2023), while provisions relating to the undertaxed profits rule (UTPR) apply only from the 2025 income year.

The changes were described in more detail and as proposals in our Newsletter of 15 October 2025, section 3.

VAT on intra‑entity cross‑border transfer of services

An amendment has been adopted to the rules on calculating VAT under the reverse charge scheme when a company with an establishment abroad purchases remotely deliverable services that are wholly or partly “for use” in the company’s establishment in Norway.

The obligation applies only to services acquired externally, i.e., from another legal person, but may include group‑affiliated companies. The obligation does not include the value of processing carried out within the legal entity before the transfer to Norway. No VAT obligation arises if the service is used entirely in VATable activities in Norway.

Furthermore, the right to deduct input VAT on acquisitions made by the legal entity’s establishment in Norway has been expanded for the part of the service for use in the entity’s establishment abroad, irrespective of whether the service is for use in VAT liable business abroad.

The Ministry of Finance has announced that regulations to the rules will be sent for consultation in spring 2026.

The amendments will enter into force on 1 July 2026.

VAT – change in the rules on writing off VAT on receivables from related companies

Amendments have been adopted to the rules on writing off output VAT on claims against related companies. The change entails that the right to write off output VAT on claims against related companies lapses after 24 months from the time the VAT was calculated – normally the invoicing date – regardless of whether the claim still exists.

The change enters into force on 1 January 2026 and will apply to VAT calculated after that date.

• rules on taxation of securities funds

The changes in the tax rules for securities funds aim to counteract double taxation and provide Norwegian funds with better and more competitive conditions compared. The changes include, among other things, that (i) income from shares, interest, and financial instruments will be exempt from ordinary taxation within the fund, (ii) the fund will be subject to a separate standard taxation on received dividends, (iii) other taxation will occur at the unit holders’ level, and (iv) the rules for taxation of the fund itself will apply to UCITS funds, Norwegian national funds, and funds established in other EEA countries equivalent to Norwegian national funds. The changes have entered into force.

• Public consultation on AIFMD II

The Ministry of Finance has published a consultation from the Financial Supervisory Authority of Norway with a draft for implementing the amending directive (EU) 2024/927 (‘»AIFMD II«). The consultation deadline was 9 January 2026. In addition to implementing AIFMD II, the Financial Supervisory Authority has proposed certain changes to the rules on marketing alternative investment funds to non-professional investors that do not directly follow from AIFMD II.

• Transitional rules under MiCA

On December 18 2025, the Norwegian Financial Supervisory Authority extended the deadline for obtaining authorisation to perform crypto-asset services under Regulation (EU) 2023/1114 («MiCA«) Art. 63. The amendments entail that the deadline in the Norwegian Crypto-Asset Act section 19 is extended from 30 December 2025, to 30 June 2026, allowing providers already registered with the Financial Supervisory Authority under the (now-repealed) national regime in the Norwegian Anti-Money Laundering Act to continue offering their services until 30 June 2026, or until they have been granted or denied authorization under MiCA Article 63.

While the overarching duty to ensure a fully satisfactory psychosocial working environment remains unchanged, it now follows directly from the Norwegian Employment Act that the work shall be organized, planned and carried out so that the psychosocial working environment factors are fully justifiable with regard to the employees’ health, safety and welfare. Furthermore, the law lists several specific psychosocial working environment factors that employers must take into account in their preventive working environment work. These include factors such as unclear or conflicting demands and expectations, emotional demands and strain involved in work with people, workload and time pressure creating an imbalance between the work to be performed and the time available, and access to support and help in the work.

Although the change is not intended to create materially new rules, the amendment will have practical implications for compliance, governance, and documentation. We recommend that employers ensure they have internal control routines that also cover psychosocial work environment factors, that whistleblowing procedures are updated, approved and provide sufficient flexibility in how different types of concerns are handled, and that the company has adequate systems for monitoring working time. Employers should also ensure that the psychosocial working environment is included as a regular topic in HSE/works council (AMU) work and consider whether there is a need for additional training of both managers and safety representatives/AMU members.