Best Structured Finance Lawyers in Solna
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Find a Lawyer in SolnaAbout Structured Finance Law in Solna, Sweden
Structured finance covers transactions that pool, transform and redistribute financial risks and cash flows - for example securitisations, covered bond programmes, collateralised loan obligations and bespoke financing using special purpose vehicles - SPVs. In Solna, Sweden, structured finance work sits inside the broader Swedish and EU legal framework. Solna is part of the Stockholm region and many transactions are negotiated and implemented with counterparties, advisers and authorities based in Stockholm and Solna. Legal issues are governed primarily by Swedish law where the choice of governing law, transaction architecture, regulatory compliance and tax consequences determine how a transaction is structured and documented.
Why You May Need a Lawyer
Structured finance transactions involve multiple legal, regulatory and commercial risks. You may need a lawyer if you are:
- Setting up an SPV and want to ensure bankruptcy remoteness and proper corporate governance.
- Selling or assigning receivables and need certainty on legal transfer, perfection and notice rules.
- Negotiating security packages - mortgages, pledges, account control agreements - and need correct registration and enforcement mechanics.
- Designing a securitisation or covered bond programme and need regulatory advice on capital treatment, disclosure and reporting obligations.
- Handling cross-border elements such as foreign investors, foreign law governed documents or assets located outside Sweden.
- Facing insolvency or restructuring issues that could affect asset isolation or creditor priorities.
- Addressing taxation issues that impact return profiles, withholding rules, VAT treatment or transfer pricing.
- Complying with anti-money laundering obligations, investor suitability requirements and data protection rules.
Local Laws Overview
Key local legal and regulatory elements that commonly affect structured finance in Solna and Sweden include:
- Governing law and courts - Swedish law is frequently chosen where assets or counterparties are Swedish. Local first instance disputes are heard in district courts - for civil and commercial matters the Solna District Court often handles cases originating in Solna. Appeals are heard by courts in the Stockholm region, including the Court of Appeal for Svea.
- Securitisation and EU rules - EU regulations such as the Securitisation Regulation may apply to certain securitisations and set due diligence and risk retention obligations for institutional investors and originators.
- Corporate law - Company formation, corporate governance and share pledge mechanics are regulated under the Swedish Companies Act. SPV set-up and maintenance must comply with registration requirements at the Swedish Companies Registration Office.
- Security and collateral - Swedish property law is governed by the Land Code and there are established systems for registering mortgages and related security. Pledges and assignments of receivables require attention to perfection steps - notification to debtors or registration may be relevant depending on the asset class.
- Insolvency and restructuring - Swedish insolvency law determines creditor priorities, set-off rights and what happens to transferred assets if a counterparty becomes insolvent. There are distinct procedures for bankruptcy and for company reorganisation that can affect transaction safety.
- Financial regulation - The Swedish Financial Supervisory Authority - Finansinspektionen - supervises entities such as banks, investment firms and credit institutions. Licensing, prospectus obligations and prudential rules can apply depending on the product and investor base.
- Taxation - Swedish tax rules affect whether interest, fees and capital gains are taxed, and how withholding tax, VAT and transfer taxes apply. Tax treatment often has a major impact on the economics of a deal.
- Anti-money laundering and data protection - The Swedish Act on Measures against Money Laundering and Terrorist Financing and EU rules require KYC and transaction screening. Personal data processing in transactions must comply with the General Data Protection Regulation - GDPR.
Frequently Asked Questions
What is a special purpose vehicle - SPV - and why is it used?
An SPV is a separate legal entity created to hold assets, issue securities and isolate risks from the originator. It is used to achieve bankruptcy remoteness, to ring-fence assets and to create a clean credit exposure for investors. A lawyer helps set up the SPV with appropriate corporate documents, governance rules and contractual protections to reduce recharacterisation and insolvency risk.
How do you transfer receivables in Sweden so they are legally effective?
Transfers of receivables commonly rely on assignment documentation and may require notification to the debtor to perfect priority in practice. The precise mechanics depend on the type of receivable and whether statutory or contractual rules apply. A lawyer will review the receivable documentation, advise on any mandatory consent or notice requirements and ensure that transfer and perfection steps are taken to protect investor rights.
What security interests are available for structured finance in Sweden?
Common forms of security include mortgages on real estate, pledges over movables, book-entry pledges for financial instruments and pledges of shares. Some assets also require registration to perfect priority. Lawyers advise on which security fits the asset class, how to document the security, registration and enforcement procedures, and any restrictions under law or existing contracts.
Do Swedish insolvency rules threaten securitised assets?
Swedish insolvency law can affect transferred assets if transfers are not properly structured as a true sale or if the originator is subject to claw-back or avoidance claims. Properly documented true sales, independence of the SPV, and compliance with statutory formalities reduce the risk. Insolvency analysis is a core part of legal due diligence in each transaction.
When do I need regulatory approval or a licence from Finansinspektionen?
Depending on the structure, entities may need licences to operate as a credit institution, payment institution, investment firm or fund manager. Issuing securities to the public may trigger prospectus rules. Lawyers and regulatory advisers assess whether licensing or notifications are required and help prepare applications and ongoing compliance frameworks.
How are investors protected under Swedish law in structured finance deals?
Investor protections arise from contract law, security and registration systems, disclosure obligations, and regulatory regimes. Documentation typically includes detailed default and enforcement mechanics, trustee or agent arrangements, and covenants intended to protect cash flows. Swedish courts and insolvency procedures also provide remedies if counterparties breach obligations.
What tax issues should I consider?
Tax treatment affects interest deduction, VAT, withholding and capital gains. Structured finance transactions may involve cross-border tax considerations, permanent establishment risks and transfer pricing issues. Tax law is complex and changes can affect value, so coordination with tax counsel is essential early in the transaction design phase.
Can non-Swedish parties participate in transactions located in Solna?
Yes. Non-Swedish parties commonly participate as investors, originators or service providers. Cross-border elements add complexity - choice of governing law, recognition of security and enforcement across jurisdictions, tax rules and AML requirements. Local counsel advises on how Swedish procedural and substantive rules will apply and whether parallel regimes are needed abroad.
What due diligence should I expect before closing a securitisation?
Due diligence typically covers legal title to assets, enforceability of underlying contracts, perfection and registration of security, compliance with origination criteria, historical performance data, regulatory compliance, tax exposure and counterparty creditworthiness. Lawyers draft and review due diligence reports and closing opinions to support investor comfort.
How much will legal fees and timeframes typically be?
Fees and timing vary by transaction complexity, asset type, number of jurisdictions, required opinions and regulatory filings. A simple domestic transaction may take weeks to a few months and involve predictable fees. Large cross-border securitisations can take several months and involve a team of specialist advisers. Ask prospective lawyers for an estimate, phased budget and milestone timetable before engagement.
Additional Resources
For further information or to verify regulatory and procedural details, consider the following resources and authorities to consult locally:
- The Financial Supervisory Authority - Finansinspektionen - for licensing and supervision matters.
- The Swedish Companies Registration Office - Bolagsverket - for company registration and filing requirements.
- The Swedish Tax Agency - Skatteverket - for tax rulings and guidance on tax treatment.
- The Solna District Court - for local civil procedural practice and filing location for disputes originating in Solna.
- The Enforcement Authority - Kronofogden - for enforcement and debt collection procedures.
- EU and Swedish legislation sources for the Securitisation Regulation, Capital Requirements Regulation and relevant EU financial rules.
- Professional bodies and networks such as local bar associations and industry groups for introductions to specialised lawyers and advisers.
Next Steps
If you need legal assistance in structured finance in Solna, follow these practical steps:
- Prepare a brief - collect basic transaction facts, parties, assets, jurisdictions involved and any deadlines.
- Identify and shortlist law firms or lawyers with demonstrable experience in structured finance, securitisation and cross-border tax and regulatory work.
- Request experience summaries and references - ask about similar transactions, role of the adviser and typical fee structures.
- Arrange an initial meeting - use it to clarify scope, deliverables, timing and the likely cost estimate. Discuss whether you need additional specialist advisers such as tax counsel or regulatory consultants.
- Agree an engagement letter that sets out the scope, fee basis, billing arrangements, confidentiality and conflict checks.
- Launch due diligence and drafting work - provide documents and data rooms as agreed, and maintain open communication about material changes.
- Plan for closing and post-closing steps - ensure registration, notification and reporting obligations are completed and that trustee or agent roles are confirmed for investor protection.
Working with an experienced lawyer early reduces execution risk and helps align the legal structure with commercial and regulatory objectives. If you are unsure where to start, a local structured finance lawyer in the Solna-Stockholm region can provide an initial assessment and refer any additional specialist advisers you may need.
Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation. We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.