Best Securities Lawyers in Borgholm

About Securities Law in Borgholm, Sweden

Securities law in Borgholm follows the same national and European Union framework that applies across Sweden. Even though Borgholm is a smaller municipality, residents and businesses participate in the Swedish capital markets, invest through banks and online brokers, raise funds for local companies, and may consider listings on Swedish growth markets. The rules that govern these activities come from Swedish statutes, regulations issued by the Swedish Financial Supervisory Authority known as Finansinspektionen, and directly applicable EU regulations.

Securities include shares, bonds, fund units, derivatives, structured products, and in some cases crypto assets that fall under new EU rules. Activities such as advising on or marketing investments, executing trades for clients, operating a trading venue, managing investment funds, or raising capital from the public are regulated. Companies must follow disclosure rules when they offer securities or are admitted to trading, and investors are protected by conduct of business and market integrity standards.

Why You May Need a Lawyer

You may need a lawyer if you plan to raise capital for a business through a private placement or a public offer. A lawyer can help you decide whether a prospectus or an information memorandum is needed, which exemptions might apply, and how to structure shareholder agreements, convertible instruments, or warrants.

If you are considering listing on a marketplace such as Nasdaq First North Growth Market, NGM Nordic SME, or Spotlight Stock Market, legal counsel can guide you on eligibility, due diligence, company governance, insider rules, and the ongoing disclosure obligations that come with trading on a venue.

Investment firms and financial advisors in or serving Borgholm need advice on licensing under the Swedish Securities Market Act, MiFID II conduct rules, client documentation, conflicts of interest, best execution, product governance, and cross border services into or out of Sweden.

Entrepreneurs using crowdfunding or token based financing should obtain legal guidance to determine whether the offer is permitted, whether an EU crowdfunding provider must be used, whether the instrument is a transferable security, and how anti money laundering and consumer protection rules apply.

Shareholders and management of listed or widely held companies may need help with periodic and ad hoc disclosures, insider lists, market abuse risk management, notifications of major shareholdings, closed period trading, and handling leaks and rumors in a compliant way.

Investors may want counsel to investigate suspected mis selling, unsuitable advice, misleading product information, or manipulation, and to assess recovery options through complaints, negotiations, or court or arbitration proceedings.

Mergers and acquisitions involving Swedish public companies raise takeover rules such as the mandatory bid threshold, squeeze out procedures, and compliance with marketplace rulebooks. A lawyer coordinates these requirements with corporate and tax considerations.

Local Laws Overview

Regulatory structure. The Swedish Financial Supervisory Authority known as Finansinspektionen licenses and supervises investment firms, trading venues, fund managers, and certain issuers. Euroclear Sweden acts as the central securities depository for settlement and share registers. Swedish courts and disciplinary bodies handle enforcement and disputes, with significant rules also coming directly from EU law.

Key Swedish statutes. Core national laws include the Securities Market Act 2007 colon 528 which governs investment services and trading venues, the Financial Instruments Trading Act 1991 colon 980 which covers disclosure and certain market rules, the Swedish Companies Act 2005 colon 551 for corporate governance and share issues, the Takeover Act 2006 colon 451 for public offers, and complementary acts implementing EU market abuse and prospectus rules. Marketplace rulebooks issued by Nasdaq Stockholm, Nasdaq First North Growth Market, Nordic Growth Market, and Spotlight Stock Market also apply depending on where a security is traded.

EU framework. Important EU instruments include the Prospectus Regulation for public offers and admissions to trading, the Market Abuse Regulation for insider dealing, unlawful disclosure, and manipulation, MiFID II and MiFIR for licensing and investor protection, the Transparency Directive for periodic reporting and major shareholding disclosures on regulated markets, the Short Selling Regulation, the Central Securities Depositories Regulation for settlement, the AIFM Directive and UCITS framework for funds, the PRIIPs Regulation for retail product disclosure, and the EU Crowdfunding Regulation for platforms. The MiCA Regulation now governs issuance and services in many crypto asset markets.

Offering securities. Public offers or admissions to a regulated market generally require a prospectus approved by Finansinspektionen. There are exemptions for certain private placements, small offers, and offers to qualified or limited numbers of investors. Sweden also uses national thresholds and information document requirements. The exact thresholds and conditions change over time, so issuers should confirm current limits before marketing an offer.

Ongoing disclosure. Issuers admitted to a regulated market must publish periodic reports and disclose inside information as soon as possible under the Market Abuse Regulation. Issuers on multilateral trading facilities must follow the venue rulebook and applicable EU law. Persons acquiring or disposing of significant shareholdings in listed issuers must notify the company and Finansinspektionen when crossing specified voting right thresholds. Senior managers have reporting obligations on their own transactions and are subject to closed period rules.

Market abuse. Insider dealing, unlawful disclosure of inside information, and market manipulation are prohibited. Firms and issuers must maintain insider lists, detect and report suspicious orders and transactions, and establish controls. Sanctions can be administrative or criminal and can apply to individuals and firms.

Takeovers. In Sweden, a person who acquires control at or above a specified voting right threshold, commonly 30 percent, must make a mandatory bid for the remaining shares in a company admitted to regulated markets and in many cases growth markets that apply takeover rules. A shareholder reaching a high majority, typically 90 percent, can start squeeze out procedures. Rulebooks and the Swedish Securities Council interpret and oversee many takeover questions.

Trading venues. Nasdaq Stockholm is a regulated market. Nasdaq First North Growth Market, NGM Nordic SME, and Spotlight Stock Market are multilateral trading facilities with lighter admission but still significant ongoing obligations. The choice of venue affects disclosure, governance, and investor base expectations.

Intermediaries and advisors. Firms that provide investment advice, portfolio management, or brokerage services must be authorized or passported and must follow MiFID II conduct rules, including suitability or appropriateness assessments, cost disclosures, best execution, and product governance. Staff are often subject to licensing standards such as SwedSec for certain roles.

Crowdfunding. EU regulated crowdfunding services must be provided by authorized platforms and use a standardized key investor information sheet. National marketing and anti money laundering rules apply. Offers outside a platform can still trigger securities rules.

Crypto assets. MiCA introduces authorization and disclosure requirements for issuers and service providers in many crypto asset categories. Depending on the token, other rules such as MiFID II or fund regulations can apply. Advertising must be fair, clear, and not misleading, and anti money laundering obligations are strict.

Tax. Swedish residents are typically taxed on capital income and investment gains, with special account types such as investment savings accounts available. Companies face corporate tax and withholding considerations on distributions and interest. The Swedish Tax Agency known as Skatteverket provides current rates and guidance. Tax analysis is essential to any issuance or investment plan.

Disputes and redress. Clients can complain directly to their firm, and firms must have procedures to handle and escalate complaints. Investors may seek redress through negotiations, the National Board for Consumer Disputes for some consumer matters, the general courts, or arbitration if agreed. Disciplinary bodies such as SwedSec and marketplace disciplinary committees can sanction member firms and individuals for rule breaches. The Swedish Investor Protection Scheme may compensate clients if an investment firm fails to return financial instruments under certain conditions.

Frequently Asked Questions

What counts as a security in Sweden

Securities commonly include shares, bonds, fund units, depositary receipts, and derivatives such as options and futures. Transferable crypto tokens that resemble investments can also fall under securities or new EU crypto rules. The legal classification depends on the instrument features and how it is offered or traded.

Do I need a prospectus to raise money for my company

Public offers to the general public or admissions to a regulated market require a prospectus approved by Finansinspektionen. Private placements and small offers can be exempt, but conditions apply such as limits on the amount raised, the number or type of investors, and the use of an information document. Always confirm current thresholds before communicating any offer.

What is the difference between Nasdaq Stockholm and First North Growth Market

Nasdaq Stockholm is a regulated market with the highest level of regulatory and reporting requirements. First North Growth Market is a multilateral trading facility with lighter admission and ongoing rules, but still significant obligations. Investor base, liquidity, governance expectations, and costs differ between the two.

When do I have to notify major shareholdings

When you cross certain voting right thresholds in a company listed on a regulated market, you must notify the company and Finansinspektionen without delay. Sweden applies several thresholds under the Transparency rules, and some marketplace rulebooks have similar expectations for growth markets. Obtain current thresholds before trading near a boundary.

What is insider trading and how do I avoid it

Insider trading means using inside information to trade or recommending another person to trade. Inside information is precise, non public information that would likely have a significant effect on the price if made public. To avoid violations, never trade when in possession of inside information, keep information flows controlled, maintain insider lists, observe closed periods, and seek legal advice if in doubt.

Do crowdfunding campaigns fall under securities law

Yes, many crowdfunding campaigns involve offering transferable securities and are regulated. EU crowdfunding platforms must be authorized and must use standardized disclosures. Offers made outside a platform can still trigger prospectus or information document rules and general marketing and anti money laundering obligations.

What happens if I acquire 30 percent of the votes in a listed company

Crossing the control threshold generally triggers a mandatory bid requirement for the remaining shares under the Swedish Takeover Act and marketplace rules. There are technical details and potential exemptions, so seek legal advice before approaching this threshold.

How can I recover losses from unsuitable investment advice

Start by filing a complaint with the firm. Firms must investigate and respond. If unresolved, you can escalate to the relevant dispute body or the courts, and in some cases arbitration applies. A lawyer can review suitability documentation, cost disclosures, and product information and negotiate a settlement or prepare a claim.

Are crypto tokens regulated in Sweden

Yes, many crypto assets and services are now regulated under the MiCA Regulation, with additional rules possibly applying under MiFID II, market abuse, and anti money laundering frameworks. Issuers and service providers may need authorization, and marketing must be fair, clear, and not misleading. Token features determine which rules apply.

What is the squeeze out rule at high ownership levels

A shareholder that reaches a high majority, typically 90 percent of shares, can initiate squeeze out of the remaining minority shares under the Swedish Companies Act. The process includes valuation and potential dispute resolution on price. Minority shareholders also have a sell out right at that level.

Additional Resources

Finansinspektionen Swedish Financial Supervisory Authority for licensing, prospectus approvals, reporting portals, and market supervision.

Euroclear Sweden for central securities depository services, share registers, and settlement processes.

Nasdaq Stockholm and Nasdaq First North Growth Market for listing requirements, rulebooks, and issuer services.

Nordic Growth Market and Nordic SME for alternative marketplace admissions, trading, and issuer guidance.

Spotlight Stock Market for small and medium sized company admissions and ongoing obligations.

Swedish Securities Council Aktiemarknadsnämnden for takeover and good practice rulings and interpretations.

Bolagsverket Swedish Companies Registration Office for company formation, share issue registrations, and filings.

Skatteverket Swedish Tax Agency for tax rules on dividends, capital gains, withholding, and account types.

Riksgälden Swedish National Debt Office for investor protection and financial stability information, including the investor protection scheme.

SwedSec Licensiering AB for licensing and ethics standards for financial advisors and certain market roles.

Next Steps

Clarify your objective. Define whether you want to raise capital, list securities, provide investment services, resolve a dispute, or ensure compliance for your business. Your goal determines the legal path and timeline.

Gather key information. Prepare corporate documents, cap table, financing history, financial statements, governance policies, draft marketing materials, and any prior regulator or marketplace communications. Investors should collect account statements, advice records, and risk disclosures.

Assess regulatory triggers. Identify whether your activity needs a prospectus or information document, an authorization or passport, notifications of major holdings, or adherence to a venue rulebook. Confirm which EU and Swedish rules apply to your instrument.

Engage qualified counsel. Choose a lawyer experienced in Swedish and EU securities law. Ask about scope, budget, timeline, and whether collaboration with auditors, certified advisors, or marketplace sponsors is required for your project.

Plan compliance controls. Set up insider information handling, disclosure procedures, board calendars, MAR compliant announcements, and complaint handling. Investment firms should implement MiFID II policies, training, and monitoring.

Coordinate tax and accounting. Seek advice on tax efficient structures, withholding obligations, reporting, and the impact on founders and investors. Align your legal and financial workstreams to avoid delays.

Execute and monitor. File required approvals, complete due diligence, publish disclosures, and track ongoing obligations. Review your arrangements periodically to reflect regulatory updates and business changes.

If you are in Borgholm, you can work with advisors remotely or in Kalmar County and Stockholm while keeping local operational needs in focus. Starting early and communicating openly with your legal and financial team reduces cost and risk.