Below-threshold transactions: call-in risk assessments needed

Following the Illumina/Grail judgment, it is now clear that Member States cannot refer merger cases to the European Commission under Article 22 EUMR unless they have jurisdiction to review the case themselves. This case is one of the reasons why call-in mechanisms for transactions that do not meet mandatory notification thresholds are expanding rapidly across Europe.

As a result, call-in risk assessments have quickly become a routine part of the merger control work on international transactions.

In Norway, the call-in powers of the Norwegian Competition Authority (NCA) are nothing new but the developments in other countries have led to increased attention on the call-in issue. A deal involving overlaps in several countries may now face call-in risk in several jurisdictions.

Recent cases in Norway demonstrate that call-in could be a real risk: In 2025, the NCA required the parties to divest Infomedia Norge AS to remove the Norwegian overlap in the Retriever/Infomedia transaction. This Nordic transaction did not meet the filing thresholds in Norway but was called in by the NCA.  
Parties to below-threshold transactions and JVs face increased complexity and a need for substantive risk assessment in all transactions involving targets with activities that overlap with the buyer’s activities or where activities take place in vertically related markets.

Call-in risk on national security grounds

While Norway’s FDI filing rules currently mandate filing in few transactions, the Norwegian government has virtually unrestricted powers to call in and review non-notifiable transactions on the grounds of national security. This is a result of Section 2-5 of the Norwegian Security Act. This provision was used by the Norwegian government as recently as in September 2025 (although not related to an M&A transaction).

As a result, parties involved in transactions that could give rise to potential national security concerns may consider approaching the authorities on an informal basis. In structured sales processes involving targets with activities in sensitive sectors, the call-in risk may in some cases constitute a disadvantage for foreign buyers, in particular buyers from non-Western countries.

Significant expansion of FDI filing obligations

The scope of mandatory filings under the Norwegian Security Act is set to broaden significantly in 2026. Changes which may enter into force in July 2026 will expand the filing requirement to cover acquisitions of and investments in companies with security clearances.

Importantly, the amendments will introduce a prohibition against sharing security-sensitive information prior to transaction completion without consent from the authorities. This adds a layer of practical complexity in the due diligence process as well as in initial contacts pre-due diligence. The parties will need to assess notification requirements at an early stage in deal planning.

In parallel to this, a new comprehensive Norwegian foreign investment control act is under preparation, with a draft expected during the year, although entry into force is not foreseen for 2026.

Information exchanges: a significant competition law risk

Regulators increasingly treat disclosure of commercially sensitive information to competitors as a stand-alone competition law infringement, regardless of whether it is part of a broader collusive scheme. Companies should ensure that effective barriers are in place to prevent inadvertent information flows among competitors, especially in the context of minority shareholdings, joint ventures or other forms of cooperation.

In the price hunter case, the Norwegian Competition Appeals Tribunal in 2025 upheld the Norwegian Competition Authority’s (NCA) record fines against the grocery chains. While the tribunal’s decision has been further appealed, the decision would not suggest that the NCA will take a more restrained approach to enforcement in this area going forward.

Labour market restrictions: continued enforcement priority

Enforcement related to labour market practices, including no-poach and wage-fixing agreements, has clearly intensified and is high on the agenda for 2026. Several cases are under active investigation at EU level, and recent Commission decisions, such as Delivery Hero in 2025, illustrate that authorities take alleged restrictions of labour market competition seriously.

Norwegian businesses can expect increased attention from the Competition Authority to employment-related agreements in 2026. Regulators are placing greater emphasis on preventing arrangements that could be taken to restrict competition in the labour market, including no-poach and wage-fixing agreements as well as information sharing related to wages. As enforcement increases, companies should proactively review employment practices and internal policies to minimise risk. Raising awareness and providing training on competition law compliance in this area will be increasingly important.

First use of the market investigation tool?

With legislative amendments in force since July 2025, the Norwegian Competition Authority (NCA) now has formal powers to launch market investigations and impose remedies. Markets with few players, high concentration or significant entry barriers are most likely to be the NCA’s initial focus.

It would not be surprising if 2026 sees the NCA deploying these new powers for the first time. Market participants in concentrated or structurally stable sectors should be prepared for the prospect of an investigation and the extensive information requests it may entail.

Ongoing revision of the Competition Act

A public consultation is underway on proposed revisions to the Norwegian Competition Act. Although final legislative outcomes remain uncertain, potential changes may affect leniency rules, investigative procedures, and merger filing procedures. Stakeholders are advised to follow the process closely in 2026 and to assess the implications of any proposed amendments.

This update is not intended as legal advice. For further updates or detailed assistance on any of the topics above, please contact our competition and FDI specialists.