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11 ECFR 1 (2014)

handle is hein.journals/ecomflr11 and id is 1 raw text is: 






                  The Swedish Securities Council:
                    A Takeover Panel, and More


                                       by

                        ROLE SKOG AND ERIK SJ6MAN*


The Swedish securities market has long been known for its prominent self-regulation. The
Swedish Securities Council plays an important role in this regard and is perhaps best described
to an international audience as the Swedish equivalent of the UK Panel on Takeovers and
Mergers. However, importantly, the work of the Council covers securities market conduct
generally and not only takeover bids. This article describes the Council's main functions and
legislative basis. It also provides an outline of the Council's organization and decision-mak-
ing process. Appeals and sanctions are also discussed and examples of Council rulings are
provided. In order to place the description of the work of the Council into an international
context, throughout the article references are made to the corresponding features of the UK
Takeover Panel.


                               Table of Contents              ECFR 2014, 1-14

    I. Introduction  ...........................................          2
    II. Main Functions and Legislative Basis ........................... 3
      1. The overall mission to promote best practices ................... 3
      2. Special tasks regarding takeover bids .........................  5
  III. Organization and Decision-Making Process ...................... 7
      1. M em bership  ........................................                7
      2. The Chairman  and the Secretariat ...........................   7
      3. Procedure and decision-making ............................     8
   IV. Council Rulings and Appeals Against Rulings ..................... 9
      1. R ulings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
      2. Appeals against rulings of the Council .......................  11
   V. Sanctions ............................................                  12
      1. Criticism and 'cold- shouldering' . .........................  12
      2. Sanctions imposed by Disciplinary Committees or the Financial Super-
         visory A uthority  .....................................       12

   Rolf Skog is the Director General of the Swedish Securities Council and an Adjunct
   Professor at the University of Gothenburg. Erik Sjdman is a member of the Swedish
   Securities Council and a capital markets and public M&A partner in law firm Vinge. The
   authors should like to thank Annica Sandberg of the Swedish Financial Supervisory
   Authority for her contribution to an earlier version of this paper and Barbara Muston
   of the UK Takeover Panel for valuable comments.