Cathrine Modig

This years’ general meeting season is beginning in the weeks to follow! At HWF we have many years of experience in assisting public as well as private companies in their preparations for one of the most important happenings of the year; the annual general meeting (AGM). We monitor regulatory news and trends in the market and assist in the planning of the annual general meeting. With your needs as a starting point, we can assist with all the preparatory work for the annual general meeting or with certain parts of it. We assist in preparing the documentation for the annual general meeting – everything from checklists to notices and proposals for resolutions – and advise in all matters concerning the annual general meeting. We also advise in other matters in connection with general meetings, such as resolutions on, and implementation of, incentive programs. Further, we are regularly asked to act as chairman or secretary at the general meeting.

Axolot Solutions Holding AB (publ) is a Swedish environmental engineering company providing systems for industrial water purification. The company’s patented AxoPur technology makes it possible to instantaneously purify and re-use contaminated water. Axolot Solutions will initially focus on water purification in pulp and paper industries, mining and minerals, refining and chemicals and towards companies with heavily contaminated waters.

Axolot Solutions Holding was listed on Nasdaq First North on 21 November 2018.

HWF Advokater has acted as legal adviser to Axolot Solutions Holding in connection with the listing on Nasdaq First North.

HEXPOL AB (publ) has acquired 80 percent of the shares in MESGO Group from the main owner Francesco Caldara and co-owners. MESGO Group is an industry leader in high performance elastomers and specializes in conventional rubber compounds and thermoplastics. MESGO Group has an annual sale of around EUR 100 million with around 180 employees in six state-of-the-art facilities in Italy, Poland and Turkey.

The acquisition price amounts to approximately EUR 168 million on a cash and debt free basis. HEXPOL has an option to acquire, and the Caldara family has an option to sell, the remaining shares in MESGO Group.

HEXPOL is a world-leading polymers group with strong global market positions in advanced polymer compounds (Compounding), gaskets for plate heat exchangers (Gaskets) and wheels made of plastic and rubber materials for forklifts and castor wheel applications (Wheels).

Customers are primarily system suppliers to the global automotive and engineering industry, the construction sector, the energy, oil and gas sector, medical equipment manufacturers and OEM manufacturers of plate heat exchangers and forklifts. The Group is organised in two business areas: HEXPOL Compounding and HEXPOL Engineered Products with 43 production units. The HEXPOL Group’s sales in 2017 amounted to around SEK 12 billion. The HEXPOL Group has approximately 4,400 employees in eleven countries. HEXPOL AB is listed on Nasdaq Stockholm Large Cap.

HEXPOL was advised by HWF Advokater in the transaction. Legal advisors in Italy were Gattai, Minoli, Agostinelli & Partners.

Clemondo Group AB (publ) has during summer 2018 performed a rights issue of shares of around MSEK 40.8. The funds contributed to the company through the rights issue shall primarily be used for the financing of an action plan for ensuring offensive growth, strengthened marketing as well as efficiency and substantial cost savings.

Clemondo was established in 1957 and is a prominent player within formulated chemistry on the Nordic market offering a wide assortment of efficient and environmentally friendly cleaning products for automotive maintenance, industry, hygiene and private label. The group’s turnover in 2017 was around MSEK 300 with around 100 employees in Rörvik and Helsingborg, with the head office located in Helsingborg. The Clemondo share is traded at Nasdaq First North.

Clemondo was advised by HWF Advokater in connection with the rights issue.

Clemondo Group AB (publ) was in 2017 sued in Eksjö tingsrätt by Aktiebolaget Sävsjö Industribyggnader, a wholly-owned subsidiary of Sävsjö municipality. The dispute mainly regarded the terms and conditions for a long term rental agreement for an industrial and warehouse building leased by Clemondo in Rörvik. In August 2018 the parties settled the case.

Clemondo was established in 1957 and is a prominent player within formulated chemistry on the Nordic market offering a wide assortment of efficient and environmentally friendly cleaning products for automotive maintenance, industry, hygiene and private label. The group’s turnover in 2017 was around MSEK 300 with around 100 employees in Rörvik and Helsingborg, with the head office located in Helsingborg. The Clemondo share is traded at Nasdaq First North.

Clemondo was represented by HWF Advokater in the matter.

Fasticon Kompetens Holding AB, a company controlled by Byggmästare Anders J Ahlström Holding AB, has acquired the education company STF Ingenjörsutbildning AB and its subsidiary, BFAB. The purpose of the acquisition is primarily to expand Fasticon’s offering of expertise to include also training. The transaction is part of Fasticon’s strategic work to reach the goal of being the market leading competence operator for the entire real estate and community construction sector.

Fasticon was advised by HWF Advokater in this transaction.

We welcome Kajsa and Karl as summer trainees. They are both at the end of their law studies at Lund University and will for the next four weeks be getting an insight into what it is like working at a business law firm.

The Swedish Supreme Court has recently tried which period of notice should be considered reasonable upon the termination of a distribution agreement with a duration of 22 years, and whether the distributor is entitled to compensation for goodwill in terms of a severance pay.

The case concerned a claim for compensation from a distributor against a supplier, after the supplier terminated the distribution agreement. The claim was based on the fact that the supplier had given a six-month notice period which, according to the distributor, was too short. Furthermore, the distributor claimed severance pay for the goodwill that he had contributed to.

Regarding the question of a reasonable notice period, the Court found that in the case of long-term contractual relationships in the neighboring law-regulated areas, there are provisions which imply a six-month notice period. A rule of thumb should consequently be that the distributor is entitled to a six-month notice period when terminating a long-term distribution agreement which lacks an agreed period of notice. Circumstances in the individual case can, however, lead to the conclusion that another notice period should be considered fair. This may be the case if relevant trade customs indicate differently or if the distributor only has a limited need for protection. In the present case the Court held that the period of notice was to be considered fair.

Regarding the question of severance pay upon the termination of a distribution agreement, the Court held that the distributor has no expressed legal right thereto. However, the Court found that distributors may receive severance pay in analogy with the Commercial Agency Act or similar legislation. Such an analogous application should, the Court continued, only be considered when the distributor’s need for protection comes across as particularly strong. An example of such a situation is when the distributor holds a weak position in relation to the supplier. In the present case the Court concluded that there was no need for such protection, and severance pay was therefore not to be dispersed.

The verdict thus provides us with a notion as to which period of notice that should be considered fair when terminating a long-term distribution agreement, and clarifies that a six-month notice period, as a benchmark, shall be considered fair. Furthermore, the Court concludes that a potential right to severance pay only arises when the distributor’s need for protection in relation to the supplier comes across as particularly strong.

We welcome Emma Lundin as Associate at HWF Advokater. Emma is 24 years old and she is born and raised in Helsingborg. She graduated from Lund University earlier this spring, combining the writing of her thesis with a traineeship as Associate Trainee at HWF.

In the proposal referred to the Council on Legislation for consideration A new order for enforcement of financial information it is proposed that the requirement put on the market places to supervise the regular financial information that listed companies publish shall be removed.

Instead, an option for split responsibility for supervision is proposed, through which the day-to-day supervision is handed over to an independent surveillance body. The Swedish Financial Supervisory Authority (Sw. Finansinspektionen) shall however retain the ultimate responsibility and keep their authority in deciding on interventions in case of violations. The independent surveillance body shall be authorised to issue a fee from the supervised listed companies to fund the surveillance. The Swedish Financial Supervisory Authority has previously stated that the supervision should be delegated to The Swedish Financial Reporting Review Council, a body within The Association for Generally Accepted Practice in the Securities Market.

The amendments according to the proposal are proposed to take effect on 1 January 2019.

For further information, please see the following link (in Swedish):

https://www.regeringen.se/rattsliga-dokument/lagradsremiss/2018/03/en-ny-ordning-for-redovisningstillsyn/