Banking & Finance Law

Legal Counsel for Financial Transactions

Our Banking and Finance Law practice advises borrowers, lenders, investors and companies on the legal structure of financing. We work on loan and credit agreements, security arrangements, corporate and property financing, debt restructuring and the contractual terms of investments, with attention to both the commercial deal and the legal protections on which it depends. We act as legal counsel: we do not provide banking, credit, investment or financial advisory services ourselves. Our role is to ensure that the documents reflect the agreed commercial terms, that security is validly created and, where it matters, perfected, and that clients understand their obligations and the consequences if a financing does not perform as planned.

Updated 22 October 2026

Our Expertise

Financing documents allocate risk between those who provide money and those who use it. A loan agreement defines when funds are available, what the borrower promises to do and not to do, and what happens if it fails. Security documents determine what the lender can enforce against, and in what order. Small differences in drafting can carry large financial consequences, particularly when the borrower’s position deteriorates.

We advise companies that raise financing for growth, acquisitions or property, banks and other lenders that provide it, and investors who put capital into businesses on negotiated terms. We act for whichever side the client occupies and we try to understand what that side needs from the transaction: certainty of repayment, flexibility to operate, a clean exit or the ability to enforce.

Financing is also rarely independent of the rest of the client’s affairs. It affects corporate governance, shareholders’ rights, property ownership and, if a business is in difficulty, creditors’ remedies. We therefore integrate our finance advice with our work on corporate, property and dispute matters.

Glass office towers in a financial district.

How We Can Assist

We advise on the documents and structures that make financing work, and on what happens if it does not.

Corporate financing

We advise on equity and debt financing of businesses, including the structure of funding for growth, acquisitions and refinancing. We help clients to consider the legal effect of different instruments, the conditions on which funding is provided and the covenants and undertakings by which the financing will be governed.

Loan and credit agreements

We prepare, review and negotiate loan and credit agreements for borrowers and lenders, including term loans, revolving facilities, shareholder loans and intra-group financing. We address conditions to drawdown, representations, covenants, interest and fees, events of default and the borrower’s and lender’s remedies.

Security arrangements

We advise on the creation, registration and enforcement of security over property, shares, receivables, bank accounts and business assets, and on guarantees and other credit support. Because Swedish law has specific requirements for the valid creation of security, we pay close attention to the steps that must be completed for security to be effective against third parties and in an insolvency.

Financial transactions

We advise on transactions in which finance is a central element, such as acquisition financing, property financing, project financing and structured arrangements, coordinating the financing documents with the underlying commercial agreements and with the corporate and property work in the same transaction.

Debt restructuring

Where a borrower cannot comply with its obligations, we advise on negotiating waivers, amendments and standstill arrangements, on refinancing and on formal restructuring and reorganisation options under Swedish law. We advise both debtors and creditors on the rights and obligations that apply.

Investment-related agreements

We advise on the contractual terms on which investors provide capital to businesses, including investment agreements, convertible loans and shareholder arrangements that protect the investor’s position, and on the way those terms interact with the company’s articles and the Companies Act.

Finance-related contractual disputes

We advise on disputes concerning loan and security documents, guarantees, payment obligations, defaults and the enforcement of security, and we help clients to assess whether to negotiate, restructure or pursue formal remedies, in cooperation with our dispute resolution practice.

Regulatory considerations

We advise on the regulatory questions that financing can raise, such as whether the activity of a lender or an intermediary requires authorisation, the rules on anti-money-laundering and know-your-customer checks, and the consequences of the client’s own regulatory status for the transaction.

Swedish and International Legal Considerations

Financing law draws on contract, property, insolvency and regulatory rules. These are the main elements in Sweden.

Official legal sources

Security over assets

Swedish law recognises mortgage deeds (pantbrev) over real property, floating charges over business assets under the Business Mortgage Act (lag (2003:528) om företagshypotek), and pledges of movable property, shares and receivables. A pledge of many types of asset requires that the pledgee obtains control of the asset or that the debtor is notified, so that the security is effective against third parties and in the debtor’s insolvency. Documentation alone is often not enough.

Guarantees and promissory notes

A guarantee should be drafted clearly, because its scope and the guarantor’s obligations will be determined from its wording and the circumstances in which it was given. The Promissory Notes Act (lag (1936:81) om skuldebrev) governs many questions relating to debt instruments, including the rights of a transferee of a debt.

Company law limits on financing

The Companies Act restricts distributions to shareholders and limits some financial assistance and transactions with related parties. A board that has reason to believe that the company’s equity has fallen below half of its registered share capital must prepare a control balance sheet, and certain obligations follow.

Insolvency and reorganisation

Insolvency is regulated mainly by the Bankruptcy Act (konkurslagen (1987:672)), and a company that is in difficulty may under Swedish law be eligible for court-supervised reorganisation under the rules on company reorganisation. The enforceability of security and the priority of creditors in these situations should be considered when a financing is arranged.

Regulation of financial activity

Banking and financing business is regulated in Sweden by the Banking and Financing Business Act (lag (2004:297) om bank- och finansieringsrörelse), and investment services by the Securities Market Act (lag (2007:528) om värdepappersmarknaden), under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen). Anti-money-laundering obligations arise under the Act on Measures against Money Laundering and Terrorist Financing (lag (2017:630)).

Cross-border financing

Regulation (EC) No 593/2008 (Rome I) determines the law applicable to a loan or guarantee with an international element, and Regulation (EU) 2015/848 on insolvency proceedings determines the courts and law applicable to insolvency proceedings within the EU. International financings are often governed by foreign law, and local counsel is typically involved for that part.

Our Approach

A financing is only as strong as its documents and its security. We examine both.

01

Understanding the transaction and the parties

We establish the purpose of the financing, the parties, the assets and cash flows involved and the commercial terms already agreed, such as in a term sheet.
02

Reviewing the legal structure

We review the proposed structure and any existing documents, including corporate authority, restrictions in other agreements and the security position, to identify what must be done for the financing to be effective.
03

Negotiating the finance documents

We prepare or review and negotiate the loan, security and related documents on behalf of the client, explaining the effect of each significant provision and proposing practical solutions.
04

Completing and perfecting security

We manage the conditions to funding, the execution and registration of security and the steps needed for perfection, and we confirm that each is complete before funds are released or relied on.
05

Supporting the financing over its life

We advise on waivers, amendments, compliance questions and, where required, restructuring or enforcement, so that the client can respond with a clear understanding of its position.

Frequently Asked Questions

Do you provide banking or investment services?

No. We are a law firm and act as legal counsel to borrowers, lenders and investors. We do not provide banking, credit, investment or financial advice. We advise on the legal terms of financing and investment, and clients who need financial or tax advice should obtain it from an appropriately authorised adviser.

What security can a lender take under Swedish law?

A lender can take security over real property by mortgage deeds, over business assets by a floating charge, and over shares, receivables, bank accounts and other assets by pledge. Each category has its own formalities, and security that does not comply with them may be ineffective. We advise on which forms of security suit the transaction and on how to perfect them.

What should a loan agreement address?

Beyond the amount, interest and repayment schedule, a loan agreement should deal with the conditions to funding, the borrower’s representations, undertakings and financial covenants, events of default, the lender’s remedies, transfer and assignment rights, governing law and dispute resolution. We tailor each of these to the commercial structure.

What can a borrower do if it cannot meet a covenant or a payment?

Early discussion with the lender is usually the best step. Options include a waiver, an amendment, a standstill, a refinancing or, in more serious cases, a formal restructuring. We advise on the borrower’s position, on how a lender is likely to respond and on the legal effect of each course of action.

Is a personal guarantee risky?

It can be. A guarantor may be liable for the whole of the guaranteed debt, often without a corresponding benefit in the business. The scope of the guarantee, the limits on liability and the guarantor’s rights against the borrower should be understood before it is signed. We advise on guarantee terms for both guarantors and lenders.

Can foreign lenders lend to Swedish companies, and Swedish companies borrow from abroad?

Generally, yes, although the activity of lending as a business in Sweden may require authorisation from the Swedish Financial Supervisory Authority in certain cases, and cross-border security and enforcement raise their own questions. We advise on the structure at the outset and coordinate with local counsel where the law of another country is involved.

The information provided here is general in nature and is not legal advice. It does not consider any particular document or circumstance. Swedish and EU rules change, and official texts should be read in the version in force.