Fact sheet for US Issuers considering an IPO in Sweden
It is now possible to do a primary listing of US legal entities on Nasdaq's Swedish markets. In light of this recent development, this Fact Sheet, prepared by Baker McKenzie and Nasdaq, addresses the most important aspects for US issuers considering an IPO on Nasdaq in Sweden. In a brief format, the Fact Sheet offers guidance the basic requirements as well as important matters including:
- Corporate Governance
- Legal and Tax Due Diligence
- General Disclosure and Reporting requirements
- Settlement Aspects
- Recent Rule Changes to Allow US Issuers to List
Given the demand for US issuers exploring an IPO in Sweden, Baker McKenzie have assisted Nasdaq in creating and implementing new rules and processes for Nasdaq Nordic and its members to allow for US issuers to list in Sweden in a way that remains compliant with US securities law. The rules came into effect on 1 June 2022. In particular, the changes permit offers and sales of shares outside the United States pursuant to Category 3 of Regulation S, while relying on private placement exemptions for appropriate offers and sales to qualified institutional buyers in the United States. Based on Baker McKenzie's unique knowledge of the new rules for US issuers and with IPO expertise both in Sweden and in the US, Baker McKenzie is particularly suited and delighted to assist US issuers considering a listing in Sweden.