The Swedish Competition Authority (SCA) has expressed its support for proposed legislative amendments aimed at strengthening issuers’ rights in relation to secondary listings of financial instruments and raising the threshold for prospectus obligations. The proposals are contained in the government memorandum New Rules to Facilitate the Listing of Securities (Fi2025/01023).
Extended Right to Object to Secondary Listings
Under current Swedish law, issuers of securities admitted to trading may object to a secondary listing only when the other venue is an SME growth market. This limitation has allowed financial instruments to be listed on other types of trading venues without the issuer’s consent.
The memorandum proposes extending issuers’ right to object so that it applies not only to SME growth markets but also to other types of trading venues. The SCA welcomed this adjustment, noting that it resolves a regulatory gap that has undermined issuers’ control over where their securities are traded.
The authority has previously raised concerns that permitting secondary listings against issuers’ will can distort competition between trading venues, particularly to the detriment of smaller exchanges competing with dominant platforms. In its response, the SCA emphasized that the proposal would safeguard effective competition by preserving issuers’ freedom of choice and reducing the risk of liquidity fragmentation.
The authority further underlined the importance of the Swedish market’s unique structure, with three competing SME growth markets. Sweden accounts for a disproportionately high share of growth market listings in the EU, with 34 percent of all companies listed in 2024 choosing Swedish venues. According to the SCA, ensuring issuers’ ability to oppose involuntary listings is critical to maintaining this competitive dynamic and supporting domestic companies’ access to capital.
Higher Prospectus Threshold
The memorandum also recommends raising the prospectus requirement threshold for securities offerings to €12 million, aligning Sweden with most other EEA jurisdictions and significantly above the previous €2.5 million limit.
The SCA endorsed this proposal, describing it as an important regulatory relief for small and medium-sized enterprises (SMEs). By reducing the administrative and financial burden associated with prospectus preparation, the higher threshold is expected to facilitate SME access to capital markets. This, in turn, would allow such enterprises to invest and compete more effectively across multiple sectors, with positive spillover effects on market competition.
The authority acknowledged potential concerns regarding investor protection, as trading venues would bear greater responsibility for setting and enforcing information requirements. However, the SCA noted that trading venues have strong incentives to uphold robust disclosure standards, given their need to maintain investor confidence. It also considered information requirements to be a relevant competitive parameter between trading venues, potentially strengthening rivalry among SME markets.
The Swedish Competition Authority concluded that both proposals—the extended right for issuers to object to secondary listings and the higher prospectus threshold—are well-founded and beneficial from a competition perspective. Together, they are expected to enhance issuer autonomy, preserve competition among trading venues, and improve capital access for SMEs.
The authority confirmed it has no objections to the other measures contained in the memorandum.
