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Corporate & Commercial Law
Company formation and structuring, governance, shareholder agreements, commercial contracts, acquisitions and the compliance questions that accompany them.
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Swedish roots. International perspective.
We are Senior Law Firm af AB, a Swedish law firm established in 2003. From Norrtälje we advise companies, entrepreneurs, investors, financial institutions, property investors, families and private individuals on legal matters that arise in Sweden or connect Sweden with other jurisdictions. Our work rests on careful analysis of the documents, a clear view of the applicable law and practical judgment about the next step.
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Our firm
Established in Sweden in 2003 and based in Norrtälje, we build our advice on Swedish law: company law, contract, property, employment, succession and the forums in which those questions are decided. That foundation is also where our international work begins. Many matters that arise in Sweden already involve a foreign company, a second country’s law, assets held abroad or a contract that names more than one jurisdiction, and we consider those connections from the first reading of the documents.
We act for companies and entrepreneurs who are establishing or governing a Swedish business, for international investors and financial counterparties considering a Swedish presence, acquisition or financing, for property investors, and for families and individuals whose personal arrangements have a Swedish connection. The questions our clients bring are practical ones: who is bound, what has been agreed, which law applies, which forum will hear a later disagreement and what should be done now.
Our philosophy is one of integrity, independent judgment and discretion. We begin with the facts and the documents, not with a preferred outcome. Our aim in the first review is to explain the legal position in terms our clients can use, to set out the realistic options and to say plainly when counsel in another jurisdiction should also be involved.
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Practice
Our work is organised around the legal fields that most often arise for companies, investors and private clients: corporate and commercial questions, international business, disputes, property, employment, immigration, private client matters, finance and intellectual property.
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Company formation and structuring, governance, shareholder agreements, commercial contracts, acquisitions and the compliance questions that accompany them.
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Cross-border transactions, market entry, agency and distribution, joint ventures, foreign investment and the choice of governing law and forum.
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Commercial and contractual disputes, from early assessment, negotiation and mediation to civil and commercial court proceedings and enforcement.
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Arbitration agreements and clauses, seat and procedural rules, preparation of cases, and the recognition and enforcement of awards.
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Property acquisitions and disposals, commercial leases, due diligence, title and registration, financing and security, and property disputes.
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Employment contracts, employer obligations and employee rights, termination and restructuring, collective agreements and international employment.
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Swedish work and residence permits, business immigration, international recruitment, family-related residence and mobility for EU and non-EU nationals.
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Matrimonial property, separation and divorce, wills, inheritance and estate administration, including matters that involve more than one country.
Read More about Family Law & Private Client Matters
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Corporate financing, loan and credit agreements, security, debt restructuring and finance-related disputes, advised from the legal side of the transaction.
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Trademarks, copyright, licensing, software and technology agreements, trade secrets and the commercial use and protection of intellectual property.
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Outlook
We begin cross-border work with the transaction or the relationship, not with a theory of conflict of laws. A share purchase, a long-term supply contract, an agency, a loan or a joint venture may involve companies in more than one country. For us the immediate questions are commercial and legal at once: who is contracting, where performance is due, which law will interpret the bargain and which court or arbitral seat will hear a later dispute.
Foreign investment into Sweden calls for a further structural choice. A Swedish subsidiary, a registered branch and a foreign company that simply contracts into Sweden allocate liability, authority and filing in different ways, and we help our clients understand those differences before they commit. When a relationship fails, the routes available may include negotiation, Swedish court proceedings or arbitration. Recognition of a foreign arbitral award is often a question of the New York Convention; recognition of many EU civil and commercial judgments is a question of Brussels I recast.
Where part of a matter is governed by another country’s law, we identify that at the outset. We organise the Swedish questions from Norrtälje and, where the decisive issue lies elsewhere, we consider with our client the need for locally qualified counsel, coordinating the work according to the file.
We read a choice of law against the contract as a whole and against the conflict-of-laws rules that may sit behind it, including Rome I where that instrument applies.
A choice of court and an agreement to arbitrate are different decisions. Brussels I recast governs many civil and commercial court questions inside the EU and leaves arbitration outside its scope.
When the governing issue is not Swedish, we work with our client to involve locally qualified counsel for that part of the matter.
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Philosophy
We approach every enquiry in the same order: we establish the facts, assess the legal position and set out the options those facts support.
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We begin by identifying the parties as they appear in the documents, the question to be answered, the known facts and any deadline or pending proceeding. If another country’s rules may matter, we raise that in our opening discussion.
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We read the documents against the applicable Swedish, European or international rules. Our assessment separates what the papers provide from what a party hopes they provide, and names the legal issues, commercial risks and gaps we find.
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We set out the realistic options: further investigation, a letter, negotiation, formal proceedings or a decision to wait. Once we have explained the legal position, the choice of next step is our client’s.
People
Principal contact
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Carl-Johan Lennart Kaj Vahlén is our principal contact. Enquiries about a company, contract, dispute or private matter may be sent to him at info@smartlawafab.com.
In a first email we ask you to identify the parties, the principal question, any other country involved and any material deadline. We agree the scope of our work, confidentiality and the other terms of an engagement once it is clear that we can take the matter further.
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Clients
Our clients bring different legal questions. Our commitment to each of them is the same: a clear first account of the position and of the options that follow from it.
Company formation, governance, shareholder arrangements, signing authority and the commercial contracts through which a business allocates price, performance, liability and termination.
Swedish market entry, acquisitions, foreign investment, governing law, jurisdiction and the legal structure of a Swedish presence.
Marriage property, succession, gifts and personal arrangements, including those that involve more than one country.
Licensing, software contracts, intellectual property, loans and security, where those issues sit beside a company, an investment or a property transaction.
Counsel
Write to us with a concise statement of your question, the names as they appear in the documents and the countries already involved. We will consider your enquiry and reply by email.