Dual Listings of Swedish Listed Companies on Nasdaq in the United States

Dual Listings of Swedish Listed Companies on Nasdaq in the United States

Introduction
We have prepared this presentation together with Nasdaq in Stockholm where 
we in the coming pages will address the current topic of dual-listing Swedish 
companies on The Nasdaq Stock Market in the United States. We were part of the 
Calliditas Therapeutics’ US listing in June 2020 and many other Swedish companies 
may follow suit in the coming years. Baker McKenzie is a global law firm and ideally 
placed to assist companies in cross-border transactions.
In case of an interest in a US listing, our Swedish capital markets team with 
partners Joakim Falkner (who is also heading up the capital markets group in 
Europe, Middle East & Africa) and Henric Roth are available to discuss a 
potential transaction also involving our global capital markets team.

This document summarizes the key considerations 
involved in a public offering and listing on The Nasdaq 
Stock Market (”Nasdaq Stock Market”) in the United 
States by a Swedish company and in particular: 
• the consequences of registering securities (shares and 
American Depositary Receipts (”ADRs”)) in the United 
States; 
• the process of registering securities with the US 
Securities and Exchange Commission (the ”SEC”);
• material reporting obligations and disclosure 
requirements under the US Securities Act of 1933 
(the ”Securities Act”), the US Securities Exchange Act 
of 1934 (the ”Exchange Act”), and the related rules 
and regulations promulgated by the SEC; 

• aspects of being a dual listed company from a 
Swedish point of view; and
• liabilities associated with the process of registering 
securities with the SEC and being an SEC-registered 
company.
We have highlighted examples in relation to the Swedish 
market and issues arising specifically in the Swedish 
context. This presentation assumes that the company is 
listed on a regulated market such as Nasdaq Stockholm, 
but we would also be pleased to discuss the issues 
herein with companies listed on other trading venues, 
such as Nasdaq First North Growth Market. We are, 
of course, also pleased to engage in discussions with 
private companies that are contemplating to list in the 
US only. Feel free to contact us at the details included on 
the last page of this presentation.

Nasdaq Stock Market 
as a listing venue

The Nasdaq Stock Exchange is an electronic stock 
exchange with more than 4,100 company listings. It 
currently has a greater trading volume than any other 
U.S. stock exchange, carrying out several billion trades 
per day.
Nasdaq Stock Market has been dominated by tech 
companies in industries such as Tech, bio-technology, 
and consumer oriented companies. However, financial, 
industrial, healthcare and consumer companies now 
account for more than half of Nasdaq Stock Market’s 
listings. Nasdaq Stock Market has developed to today 
being the largest electronic stock market.
Nasdaq’s DNA is rooted in innovation and in the spirit 
of partnership. Nasdaq has built teams, tools and assets 
to support the listed companies throughout their entire 
life cycle. Companies that list on Nasdaq leverage their 
shareholder engagement and intelligence tools, visibility 
platform, issuer advocacy and support, and client 
network to thrive in today’s competitive marketplace. 
The Nasdaq Stock Market has three distinctive tiers: 
The Nasdaq Global Select Market®, The Nasdaq Global 
Market® and The Nasdaq Capital Market®.

Applicants must satisfy certain financial, liquidity and 
corporate governance requirements to be approved for 
listing on any of these market tiers. The initial financial 
and liquidity requirements for the Nasdaq Global Select 
Market are more stringent than those for the Nasdaq 
Global Market and likewise, the initial listing requirements 
for the Nasdaq Global Market are more stringent than 
those for the Nasdaq Capital Market.
Corporate governance requirements are the same across 
all Nasdaq market tiers. It is important to note that even 
though a company’s securities meet all enumerated 
criteria for initial inclusion, Nasdaq may deny initial 
listing, or apply additional conditions, if necessary to 
protect investors and the public interest.
Listing applications and related forms are available 
electronically through the Nasdaq Listing Center. Before 
completing your application electronically, please take a 
few minutes to review our Initial Listing Guide.

Nasdaq Stock Market is a computerized market without 
a stock exchange floor. Instead, there are more than 
200,000 vendor terminals around the world, which provide 
comprehensive quote and last-sale information to dealers 
and brokers. The vendor terminals are not trading terminals 
and cannot be used to make markets or direct orders in 
securities listed on Nasdaq Stock Market. Non-US broker/
dealers typically obtain Nasdaq Stock Market information 
from vendor terminals and contact broker/dealers in the 
United States to execute orders.
Companies listed on Nasdaq Stock Market are separated into 
three markets (going from smallest to largest capitalization): 
» the Nasdaq Capital Market
» the Nasdaq Global Market
» the Nasdaq Global Select Market
The Nasdaq Global Select Market imposes the most demanding 
quantitative listing requirements and the Nasdaq Capital 
Market imposes the least demanding quantitative listing 
requirements. All markets require listed companies to follow 
certain corporate governance procedures.
The initial and continuing listing requirements for each 
Nasdaq market are set out in the Appendix.

Dual Listings of Swedish Listed Companies on Nasdaq in the United States