Mergers and Employee Involvement From a Swedish Perspective Erik Sjödin Faculty of Law, Uppsala University Mikael Hansson 1 1

Employee Involvement in Sweden Co-determination act Collective agreements Employee Board Representation Employee Board representation Applies to companies with more than 25 employees Appointed by the local trade union with a collective agreement Excluded from decisions on collective agreements, action and “policy-making”

Co-determination act Right to Negotiations Obligation to initiate negotiations Trade unions with collective agreements Before significant changes Obligation to inform

The Co-determination act and mergers Mergers and transfer of undertakings Obligation to negotiate in accordance with section 11 or 13 Obligation to inform

The Co-determination act and mergers Change of ownership Offeree company (målbolag) Negotiations and Information? Offeror (budgivare)

Collective agreements “Utvecklingsavtalet” from 1982 Corporate groups “Worker Consultant”

Sanctions Co-determination act Collective agreements Economic and punitive damages Collective agreements

Take over act Shares traded on a regulated market An obligation to inform the employees Offeree (Budgivare): Inform the employee of the bid when public Offeror (Målbolaget) Inform the employees on the bid when public Inform the employees on the boards view on the bid Sanction

Take Over Rules Self regulation connected to the regulated markets Obligation to inform the Employees Attach any deviating opinion to the recommendation to the shareholders Interpreted by the Aktiemarknadsnämnd

Employee participation and cross border mergers Initiate a Special negotiating body Agreement on employee participation in the formed company Shadow of the subsidiary requirements No such agreements as of yet in Sweden