Evolution of enforcement tools

As markets evolve, competition authorities have identified perceived weaknesses in their enforcement toolbox. Traditional turnover thresholds do not always capture transactions with significant competitive impact, leaving authorities without the power to intervene. This has led to proposals for broader enforcement powers, most notably through call-in mechanisms, which allow review of transactions that fall below mandatory thresholds but may still raise competition concerns.

Call-in powers give competition authorities the right to examine transactions that do not meet the usual turnover thresholds for mandatory notification. These powers are designed to capture deals that may appear modest in financial terms but could nevertheless harm competition in the long run – for example, acquisitions of innovative start-ups or emerging competitors. By enabling regulators to “call in” such transactions, these powers close perceived enforcement gaps and ensure that potentially anticompetitive mergers cannot escape scrutiny simply because they fall below traditional thresholds.

The Danish Competition and Consumer Authority (DCCA), the Finnish Competition and Consumer Authority (FCCA), and the Swedish Competition Authority (SCA) generally apply similar substantive principles and share an emphasis on effective merger control. However, their approaches to enforcement tools – particularly call-in powers – are diverging, with important implications for deal planning across the region.

Nordic jurisdictional thresholds

Under the Nordic merger control regimes, transactions must be notified when they meet the turnover thresholds of the relevant jurisdiction. Denmark, Finland, and Sweden apply turnover-based thresholds, which are largely aligned across the region.

Call-in powers – Expanding merger control beyond traditional thresholds

Traditional thresholds are not focused on so-called killer acquisitions – transactions where a dominant company acquires a smaller rival to eliminate potential future competition. These acquisitions may involve limited turnover and thus escape notification, yet concern strategically important innovations or pipeline products, particularly in technology and pharmaceuticals. From a competition authority’s perspective, such acquisitions can increase market concentration and pose genuine threats to dynamic competition.

The importance of call-in powers has grown following the judgement of the European Court of Justice (ECJ) in Illumina/GRAIL in 2024. Historically, member states without national powers relied on the European Commission’s interpretation of Article 22 EUMR to refer below-threshold cases to the European Commission. The ECJ, however, ruled that member states lacking jurisdiction under their own laws cannot make such referrals. This judgment significantly increases the relevance of national call-in mechanisms as the primary safeguard against problematic below-threshold mergers.

Call-in powers in the Nordic regimes

The Nordic countries have taken different approaches to expanding merger control through call-in powers, balancing broader enforcement reach with the need for legal certainty and proportionality. At present, call-in powers are in force in Sweden and Denmark, while Finland is still considering their introduction.

Importantly, call-in powers do not give competition authorities unlimited discretion to review any merger. To safeguard predictability, Nordic regimes set out criteria that must be met before these powers can be exercised.

Denmark

On 1 July 2024, the amendments to the Danish Competition Act entered into force introducing a national call-in option for mergers below the turnover thresholds. While the DCCA can intervene in all transactions meeting the criteria for being called-in (as set out below), the call-in option is primarily aimed at catching so-called “killer acquisitions”, such as buying start-ups with a view of removing future competitive pressure from innovative technology. 

The DCCA’s stated expectation is that only a few (1-2) transactions will be called in on an annual basis. 

The call-in option consists of a turnover and substantive test, which both must be met for the DCCA to call-in a below threshold transaction: 

• Turnover test: the above-mentioned turnover thresholds are not met, but the combined annual turnover of the participating undertakings amounts to at least DKK 50 million. 
• Substantive test: the DCCA must assess that there is a risk that the merger will significantly impede effective competition, particularly because of the creation or strengthening of a dominant position. 

The DCCA will have three (3) months after a merger agreement has been concluded, a takeover offer has been published, or a controlling stake has been acquired, whichever is the latest, to call-in transactions meeting the above criteria. 

After the DCCA has been made aware of a transaction and received sufficient and relevant information to assess whether the transaction could and should be notified under the call-in rules, the DCCA will have fifteen (15) working days to decide on whether to use its call-in powers. The DCCA has wide discretion to decide whether it has received sufficient and relevant information in this context. In practice, the DCCA can (and often will) request the parties to a given transaction to share relevant information, enabling the DCCA to assess whether the transaction should be called in. In case the DCCA fails to react within the 15 working day deadline, the DCCA will be prevented from calling in a transaction - even if the 3-month deadline has not passed yet. 

In exceptional circumstances, the DCCA can call in a transaction within six (6) months of its completion. This could e.g. be if the parties have failed to provide requested information in due time; the DCCA was only made aware of the transaction right before the passing of the 3-month deadline; or the parties to the transaction have kept the transaction confidential.   

Since their introduction in 2024, the call-in powers have not been used until recently. On 25 and 26 August 2025, the DCCA used its call-in powers for the first time in relation to two separate transactions. The first was Uber's acquisition of Denmark's largest taxi company, Dantaxi, and the second was OneMed's acquisition of Kirstine Hardam, both companies being wholesalers of nursing supplies. Bird & Bird is representing a competitor to Uber in the first case, leading to the call-in.

As the Uber/Dantaxi transaction had already been completed at the time of the call-in, the DCCA set a relatively short deadline of 15 working days (initially set to 7 working days) for the parties to file a notification. On the other hand, the OneMed/Kirstine Hardam was not completed at the time of the call-in and the DCCA did not set a deadline for the notification. 

In both cases, the DCCA relied on more traditional theories of harm as grounds to effect the call-in. 

In relation to Uber/Dantaxi, the DCCA focused on potential unilateral effects and coordinated effects on the Danish taxi market where both Dantaxi and Drivr are active. In addition to acquiring the entire shareholding in Dantaxi, Uber also owns a minority shareholding in Drivr with whom Uber has a cooperation agreement enabling Drivr’s vehicles to be booked through Uber’s app, side-by-side with Dantaxi’s vehicles. The DCCA also focused on potential unilateral effects in relation to the market for distribution of taxi services where Uber is active through its platform (app) on which dispatch centres/taxi drivers can match with end users seeking to book a taxi ride. 

In relation to OneMed/Kirstine Hardam, the DCCA focused on the merged entity becoming the largest undertaking in the market for nursing and medical supplies for public institutions, with a market share of 40-50%, primarily raising concerns about strengthened dominance in public tenders. The DCCA emphasized that the transaction could significantly impede effective competition, particularly in procurement processes for nursing and medical supplies where public institutions rely on competitive bidding. Given the concentrated nature of the market and the strategic importance of public tenders, the DCCA considered that the merger might reduce the competitive pressure, potentially leading to higher prices, reduced service quality and diminished innovation. 

Sweden

Under the Swedish framework, as of 2023, the SCA may require notification of a transaction even if ordinary thresholds are not met, provided two conditions are satisfied:

• Turnover test: The parties’ combined turnover in Sweden exceeds SEK 1 billion; and
• Substantive test: There are “particular grounds” to assume the concentration may significantly impede effective competition.

“Particular grounds” are not strictly defined, but the legislative preparatory work and SCA guidance highlight factors such as elimination of nascent or potential competitors, increased concentration in already concentrated markets, vertical or conglomerate effects, or loss of innovation competition.

In 2023, the SCA applied its call-in powers in Visma/Fortnox case. Visma – a major Nordic software supplier – acquired a minority stake in Fortnox, a fast-growing Swedish provider of cloud-based accounting and business software. Although the deal fell below ordinary Swedish thresholds, the SCA required notification, citing “particular grounds” to investigate potential vertical and innovation concerns in a concentrated market. This case marked one of the first applications of Sweden’s call-in regime.

Finland

In Finland, the FCCA does not have call-in powers, although the FCCA has strongly advocated for the introduction of such powers. The adoption of call-in powers has faced strong stakeholder opposition. For example, in 2024, the FCCA published research on veterinary services to support the adoption of call-in powers. According to the FCCA, the veterinary services were consolidated through below-threshold acquisitions and call-in powers would be the only option to intervene in such consolidation. 

The FCCA has pointed out that some markets, such as healthcare, veterinary services and digital services, are experiencing increasing consolidation. While financially modest, these acquisitions may significantly reduce competition. For this reason, the FCCA continues to emphasise the importance of introducing call-in powers as a safeguard against such risks and has signalled that a new proposal may return to the legislative agenda in the next government term, probably after 2027.

Navigating divergence in Nordic merger control 

The divergence in Nordic approaches creates uncertainty for multi-jurisdictional transactions, particularly in sectors such as technology, healthcare and pharmaceuticals, where problematic acquisitions are most likely, but as the Danish cases indicate, all sectors of the economy could be scrutinised. In practice, companies must now consider not only turnover thresholds but also the possibility of discretionary review in Denmark and Sweden – and potentially in Finland in the future, which can put significant burden on the transaction parties through the need for in-depth market analysis by competition lawyers in the early stages of a transaction. Just running the turnover numbers up against the thresholds is no longer enough.

At the same time, active use of call-in powers demonstrates their potential effectiveness, provided authorities offer clear guidance to ensure legal certainty. Sweden’s examples of “particular grounds” and Denmark’s emphasis on early dialogue with merging companies illustrate two different, but complementary, approaches. 

However, political priorities and market structures differ. While the underlying policy concern – capturing potentially anticompetitive mergers below thresholds – is shared, the tools and intensity of enforcement may continue to diverge. For businesses active in the Nordic region, close monitoring of national developments will remain essential.

For more information, please contact Katia Duncker,  Morten Nissen, Petteri Metsä-Tokila, Maria Karpathakis or Alexander Brøchner. 

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