The year in review: Did you catch this from 2025?

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Cybersecurity at the top of the agenda for Norwegian businesses

The year begins where the previous one ended, with geopolitical tensions, technological change and stricter compliance requirements, placing cybersecurity at the top of the agenda for Norwegian businesses.

Human error remains the primary attack vector, underscoring the need for systematic security solutions that combine technology, processes and training. Our technology team assists clients in developing risk-based strategies that avoid both underinvestment and overinvestment, and we have also supported several clients in connection with both major and minor cyber incidents.

We also assist clients in coordinating and aligning security requirements arising from legislation, regulations and contractual obligations, enabling effective and holistic security governance. At a time when cyberattacks can have severe consequences for operations, reputation and financial performance, systematic and proactive security management is no longer optional – it is a prerequisite for sustainable business.

Growing demand for preventing potential insider threats

National security is affecting an ever wider range of business sectors, a trend we also see reflected in our advisory work. At Thommessen, we have a multidisciplinary group working on national security, tasked with identifying how security-related issues concretely affect different areas of expertise.

Over the past year, this group has worked closely with our employment team on projects relating to personnel security, tailored to the threat landscape and the needs of individual organisations. Demand is increasing, as more and more businesses seek greater control over recruitment processes and wish to prevent potential insider threats.

• Read more about how we work with national security

Record-high activity in the M&A market

2025 has been a year of very strong activity for the M&A department, with a number of large and strategically important transactions. Over the past year we have seen significant international interest in Norwegian and Nordic industry; Apollo’s acquisition of Hav Energy — on which Thommessen advised Apollo — is just one example of Norway’s position as an attractive market for large, complex private equity deals. We were also pleased to advise on DNB’s acquisition of Carnegie, which brought together two leading Nordic teams in investment banking, securities brokerage and asset management under a single brand.

“The most sustainable World Ski Championships ever” and other topical matters

Over the year several of our lawyers specialising in IP and marketing law commented in the media on noteworthy issues:

• The World Ski Championships in Trondheim in February were promoted as "the most sustainable World Ski Championships ever". On Dagsrevyen we helped clarify how to communicate sustainability correctly (in Norwegian).
• We assessed the new regulation banning advertising of unhealthy food and drinks to children for E24 (in Norwegian).
• In Advokatbladet we concluded the following on the Birkenstock judgment (in Norwegian): Norwegian courts should not follow the reasoning in that decision in cases concerning industrial design.
• A consumer-rights activist offered a $5,000 bounty to anyone who could crack the software of smart‑home company Futurehome. We commented on the case at tek.no (in Norwegian).

Thommessen to move into new historic premises in Bergen

We began the year by entering into a lease agreement for new office premises in Bergen. At Marken 37, we look forward to further strengthening our presence in western Norway and creating a modern law firm office with strong facilities for collaboration and development. Occupation is planned for the first quarter of 2027.

• Read more about our new premises in Bergen

Solar energy solutions made available to more European households

At the start of the year we assisted Otovo with the sale of a portfolio of subscription agreements for solar PV and battery systems to Swiss Life Asset Managers — an important step in Otovo’s strategy to make solar energy solutions available to homeowners in a further ten European countries.

Thommessen tops Kapital’s lawyer survey

Each year, Finansavisen/Kapital names the leading Norwegian law firms and lawyers across a range of practice areas. This year’s survey included assessments of 61 law firms and in‑house legal departments. Thommessen was once again ranked Norway’s leading law firm, achieving the highest overall score and the most first‑place rankings for the second year running.

• Read more about the lawyer survey (in Norwegian)

The Wolt case: Are couriers classified as contractors or employees?

In 2025 the employment team has worked with a wide range of clients on everything from specific personnel matters and management support to larger processes such as redundancies and litigation. At the start of the year we assisted Wolt, with Partner Stein Kimsås-Otterbech and Associate Hans Jakob Jensvoll, in a case concerning whether couriers should be classified as independent contractors or employees - a fundamentally important issue affecting many sectors. The case highlights strategic considerations and practical solutions that could bring clarity for the future.

Several lawsuits on patents, trademarks and contracts

In 2025 we assisted a number of clients in disputes concerning intellectual property. Among other matters, we represented the US pharmaceutical company Janssen Biotech (part of the Johnson & Johnson group) in a case where the validity of Janssen’s patent protecting its blockbuster drug Stelara was challenged by a competitor. After an appeal, a settlement was reached under which the patent will be upheld as valid. We are following developments in the IP field closely and will keep you updated.

• Here you can read more insights on IP and marketing law from 2025 (in Norwegian)

Judgment on the use of silent partnerships

In March, the Court of Appeal held that investment firms have the same right as other business actors to participate in silent partnerships. The use of silent partnerships for profit sharing is common in many industries, including among brokerage firms.

Under the Securities Trading Act, a license to provide investment services may only be granted to limited liability companies, meaning that investment firms must be organised as limited liability companies, as all brokerage firms are. The Ministry of Finance nevertheless took the view that this also precluded investment firms from acting as principals in silent partnerships and ordered the firms to dissolve such structures.

The Court of Appeal found the decision invalid, as it was based on an incorrect interpretation of the law, flawed assessment of evidence and incorrect application of legal principles.

Thommessen, represented by Henning Harborg and Finn Backer-Grøndahl, acted for Carnegie, Clarksons Securities, Pareto Securities and Pareto Alternative Investments, all of whom prevailed in full before the Court of Appeal.

The case will be heard by the Supreme Court in January.

The Security Act: National security issues are becoming increasingly important for businesses

The Security Act, which entered into force in 2019, is a key instrument for safeguarding Norway’s national security interests. Businesses subject to the Act are considered to be of particular importance to national security.

Over the past year, we have assisted clients subject to the Act with questions relating to compliance with its requirements, as well as advised businesses seeking clarification on whether they may fall within the scope of the Act and the potential consequences of doing so.

• Read more about how we assist clients subject to the Security Act

The "Aquaculture white paper" and the future of Norwegian aquaculture: A choice between fish farming or fishing licenses?

Considerable anticipation surrounded the government’s "Aquaculture white paper", presented in April, particularly regarding its implications for framework conditions and the future development of Norwegian aquaculture.

"In the Aquaculture white paper, the government proposes to expropriate the aquaculture companies’ most important asset: their production licenses,” our seafood team wrote in response, in an article published on kyst.no (in Norwegian).

The development of the aquaculture industry requires a solid knowledge base and transparent processes. Current regulations are too narrow and insufficiently grounded in actual impact, according to Mons Alfred Paulsen, head of Thommessen’s seafood team. In an interview with Norsk Fiskerinæring, he highlighted four key points for the future of Norwegian aquaculture:

• The current traffic light system must be revised – not extended
• Sea lice alone cannot govern the development of Norwegian aquaculture
• The knowledge base must be strengthened and models externally quality-assured
• Policymaking must be fact-based and developed in close dialogue with the industry

Thank you for the constructive discussions with everyone we met across various forums during the past year. We look forward to further dialogue on the future of one of Norway’s most important industries in the year ahead.

A milestone in the development of large-scale carbon capture and storage

At the start of spring, Northern Lights JV reached a milestone in the development of large‑scale carbon capture and storage (CCS). Following an agreement between Northern Lights and Stockholm Exergi, the former was able to increase transport and storage capacity in Øygarden to at least 5 million tonnes of CO2 per year. This paves the way for further reductions and removals of European industrial CO2 emissions.

Our renewable energy team assisted Northern Lights JV in concluding the agreement.

Lyse enters the wind power sector

In May Lyse acquired the Eigersund wind farm from the German investment fund Luxcara. The purchase marked Lyse’s entry into onshore wind and represented an important strategic milestone. Our renewable energy team advised Lyse AS on the acquisition.

Thommessen awarded "Norwegian Law Firm of the Year 2025" by Chambers and Partners

Chambers is widely regarded as the leading international legal directories, ranking the leading firms both overall and within individual practice areas. The award is based on extensive research and client feedback. Thommessen received the award for Norwegian law firm of the year at the Chambers Europe Awards in Madrid on 29 May.

• Read more about the Chambers Europe Awards 2025

Sickness absence is rising in Norwegian working life – how to follow up employees on sick leave more effectively?

This was the main theme when we once again held the successful "HR Day" in Stavanger. Here are some summary points for your organisation into the new year:

• Good follow-up of sickness absence requires joint effort and clear routines - the groundwork is laid before illness occurs.
• Employers have a broad duty to facilitate adjustments, but it is not absolute. Greater awareness of the employee’s obligation to participate and cooperate is necessary.
• Leaders who are courageous, caring and attentive make a difference.
• It is a misconception that employees on sick leave should “be left alone”. The focus must shift to what can be done, rather than the diagnosis and what cannot be done.
• A well-documented and compassionate process both increases the chances of success and provides the necessary scope for action if things do not go to plan.

We look forward to hosting HR Day in Stavanger again in April 2026. Invitation to follow.

Thommessen ranked as Norway's best law firm in the Prospera Survey

In this year’s edition of the highly regarded Prospera survey, Thommessen was ranked as Norway’s leading law firm. We attribute this recognition to the strong relationships we have with our clients, our collaborative culture and our genuine commitment to helping our clients succeed in their projects. Thank you for the trust you place in us.

• Read more about the Prospera survey

Claim by a single shareholder for the transfer of additional dividend shares dismissed

A shareholder brought proceedings against the listed company KMC Properties ASA, claiming entitlement to additional dividend shares following a distribution in summer 2024. The dividend consisted of listed shares in Logistea AB, and the share price of Logistea increased significantly in the period between the shareholders’ resolution and the completion of the distribution.

The shareholder argued that the shareholders’ resolution entitled it to a greater number of shares, while KMC maintained that the distribution had been carried out in accordance with the mandatory provisions of the Public Limited Liability Companies Act. In any event, KMC intended to distribute 100% of the Logistea shares received, meaning that shareholders who retained their KMC shares would receive the full dividend following the second distribution.

The claimant shareholder had sold its shares the day after the first distribution, and KMC argued that the sale in any event precluded any claim for additional shares or damages.

The district court found in favour of KMC, represented by Thommessen, in full. The judgment has been appealed and will be heard by the Court of Appeal in January 2026.

Thommessen is a proud partner of Oslo Pride

At Thommessen, we actively work to create a workplace free from discrimination, where everyone can be themselves at work. Through our partnership with Oslo Pride, we also aim to contribute to the development of a society in which everyone feels free to be who they are and to love whomever they choose.

This year, we marked Pride in several ways, including a lunchtime talk on the experience of being transgender. In addition, all employees received Amnesty wristbands, we hosted a Pride pop-up stand in the square, and we took part in the Oslo Pride Parade together with the Norwegian Bar Association.

Several exciting venture and growth investments

In 2025 our M&A team advised on a number of exciting venture and growth investments, including Kongsberg Ferrotech AS’s highly successful seed round, which attracted investment from, among others, the NATO Innovation Fund. This illustrates the strong market for technology and defence initiatives and the growing importance of international investors in the Nordic venture market.

Artificial intelligence: From strategy and risk assessment to implementation and ongoing maintenance

2025 has seen a growing focus on the use of artificial intelligence in organisations, including at Thommessen. AI implementation raises a wide range of legal issues that must be addressed systematically, including employee rights and participation, protection of confidential information and trade secrets, intellectual property issues related to AI-generated content, data protection under the GDPR, and risks of discrimination and bias in AI systems.

We have developed a structured approach to guide clients throughout the entire AI journey – from strategy and risk assessment to implementation and ongoing maintenance. Through webinars and newsletters, we share knowledge and build confidence around responsible AI use.

• Read more about employees’ rights in an increasingly algorithm-driven workplace (in Norwegian)

Increased security assessments in transactions

Understanding how national security considerations affect transaction processes has never been more important, nor has knowing how best to manage these issues. Based on the framework for foreign direct investment (FDI), we have carried out a number of security assessments in connection with transactions over the past year.

This work has included assessments of the risk of governmental intervention, strategic advice to boards and senior management, and specific evaluations of security-related factors that may affect transactions. A recurring theme is concern relating to China, and how to balance China’s role as both a trading partner and a potential threat actor.

As part of our work, we have also engaged in dialogue with public authorities to assess national security implications in transactional contexts.

Energy, technology and national security in the spotlight in Arendal

Thank you to everyone who contributed to the panel discussions, and to all those who attended our events during this year’s Arendalsuka. This year, we hosted five events, attracting well over 500 participants, with renewable energy, technology, national security and maritime geopolitics as the main themes. It was also a pleasure to welcome old and new friends to our venue in between the panel discussions.

We look forward to returning to Arendal in 2026 and hope to see you there.

First conversion of a savings bank in a decade

Over the year our financial regulatory department has been involved in several of the largest transactions in the financial sector. In late summer we assisted Jernbanepersonalets bank og forsikring (JBF) with a revised group structure. Previously JBF had a unique structure consisting of a savings bank and a mutual insurance company organised within a single group with a common board. Both the savings bank and the insurance company were converted into limited companies with a common holding company owned by foundations. It is the first time since 2011 that a pure conversion of a savings bank into a joint‑stock bank has been permitted. The case is therefore of principal importance and is interesting in light of ongoing structural discussions in the savings bank market.

Marketing law is becoming more important and more complex – get updates in your inbox

Businesses offering goods and services must navigate an increasingly complex set of marketing regulations. We want to share insights with companies seeking help to steer a course through these rules, and after the summer we launched a dedicated marketing‑law newsletter that has been very well received. We also publish on high‑profile cases - see, for example, our article on the new ban on advertising unhealthy food and drinks to children (in Norwegian).

The final word in the "Prisjeger" case has not been said

Our competition law team assisted NorgesGruppen in the so‑called "Prisjeger" case, in which the Norwegian Competition Authority in 2020 announced penalty decisions totalling NOK 21 billion for alleged breaches of the Competition Act. After objections from the parties, the penalties were reduced to NOK 4.9 billion in the Authority’s decision adopted in 2024.

The Competition Appeals Board upheld the Authority’s decision in August 2025, and all three involved grocery chains have brought the case before the Gulating Court of Appeal.

The final word in the matter has therefore not yet been said.

DNB fully acquitted in arranger liability case

A minority of shareholders in Vinkelgården Invest AS, together with a third-party company that had acquired claims against DNB, brought proceedings against DNB seeking damages for alleged negligent arranger liability in connection with a share subscription in Vinkelgården Invest.

The shareholders had suffered losses on their investment due to market conditions and the timing of a property sale in 2024. They nevertheless claimed that the losses were caused by DNB’s alleged gross negligence in providing incorrect or incomplete information in the subscription materials distributed prior to the capital increase.

The district court upheld DNB’s position on all points, acquitted DNB of liability and awarded it full legal costs.

Statkraft Energi sells the group’s district heating business

Our renewable energy team assisted Statkraft Energi AS with the sale of its district heating business. The transaction forms part of Statkraft’s strategy to prioritise technologies such as hydropower, wind, solar and batteries.

SB1 Markets enters strategic partnership with Swedbank

We assisted SB1 Markets in entering an expanded strategic partnership with Swedbank, including the opening of a branch in Sweden. The aim is to create a leading Nordic investment bank. The collaboration entails Swedbank taking an ownership stake in SB1 Markets. Newly established SB1 Markets provides, among other services, investment services to Swedbank’s customers in both the debt and equity markets.

E39 Lønset–Hjelset: Settlement agreement entered into during the project constituted a full and final settlement of alleged ground condition issues

The key issue in the case was whether the design-and-build contractor was entitled to an extension of time and price adjustment due to materially deviating ground conditions. The amount in dispute was approximately NOK 300 million.

The Norwegian Public Roads Administration argued that the alleged challenges had been fully and finally settled through a settlement agreement entered into during the course of the project. The contractor contended that new circumstances had been discovered after the settlement agreement, entitling it to further extensions of time and price adjustments.

The district court found fully in favour of the Norwegian Public Roads Administration, represented by Thommessen. The judgment is not final.

40-year anniversary in London

In October, Thommessen marked 40 years of presence in London with a dinner and celebration at our new premises, centrally located in Tower 42. We would like to extend our sincere thanks to all our clients and partners for the trust and collaboration over all these years.

The office has been led by Lars Eirik Gåseide Røsås since 2009, and for several years we have had two to three trainee solicitors/lawyers seconded to London — an arrangement we intend to continue. We have also long wished to complement the office with a permanent colleague, and are therefore very pleased that Managing Associate Morten Coward Lindstad (pictured) joined the London office on a permanent basis this year.

Did you catch the very first Financial Regulatory Week?

Across five webinars in one week, we offered a comprehensive overview of the most important regulatory changes from the EU/EEA. More than 600 participants gained in‑depth insight into the most topical issues, rules and developments in the financial markets. Given the strong interest from clients and others, the financial regulatory team (pictured) plans to run a similar webinar series next year.

New digital security legislation marks a clear shift in requirements for Norwegian businesses

With the entry into force of the new Digital Security Act on 1 October, a clear shift in regulatory requirements for Norwegian businesses was marked. Here (in Norwegian) we provide an overview of:

• who the Act applies to
• the requirements imposed
• potential sanctions for non-compliance
• concrete measures businesses should implement

Our technology team has assisted numerous clients in understanding and complying with the new obligations. At the same time, we are preparing clients for the NIS2 Directive, which is expected to significantly expand the scope of regulation when implemented in Norway, most likely during 2026.

Heroic Idun: NOMA arbitration on war risk insurance

In August, a Scandinavian arbitration tribunal seated in Oslo rendered its award following four weeks of hearings in May 2025. Den Norske Krigsforsikring for Skib (DNK) was acquitted of all claims brought by the owner of the VLCC/tanker vessel Heroic Idun and was awarded its legal costs.

The shipowner claimed total loss compensation exceeding USD 180 million, as well as salvage costs. The arbitration was conducted in accordance with the rules and best practice guidelines of the Nordic Offshore and Maritime Arbitration Association (NOMA).

The central issue was whether the arrest and prolonged detention of Heroic Idun in Equatorial Guinea and Nigeria constituted a war risk under the Nordic Marine Insurance Plan. The tribunal found that the detention resulted from the exercise of public authority and criminal prosecution following the vessel’s failure to comply with orders and its flight from a Nigerian naval vessel. This did not constitute a war risk.

The tribunal further held that piracy requires a genuine pirate attack, and that fleeing from a perceived or imagined pirate threat does not constitute a war risk. The remaining conditions for recovery of salvage costs, including the requirement of extraordinary measures, were also not satisfied.

Thommessen, represented by the team pictured, had the pleasure of assisting DNK in the proceedings.

• Read more about the Heroic Idun case

The stock exchange remains an important venue for both fundraising and exits

Although the capital markets have seen reduced activity since the record years of 2020–2022, we see positive signs for 2026 following increased activity in 2025 and many larger planned transactions.

Among other matters, we advised Shelf Drilling in its public‑to‑private process - a transaction that demonstrates how the stock market, despite somewhat lower activity in recent years, remains an important arena for both capital raising and exits. At the end of the year we also advised on Public Property Invest’s acquisition of a large portfolio of social infrastructure and community properties from SBB. The transaction tripled PPI’s portfolio and established the company as Europe’s largest listed owner of social infrastructure.

Thommessen awarded "Law Firm of the Year: Northern Europe" by The Lawyer

The Lawyer is a leading legal publication that each year recognises firms across the European market at The Lawyer European Awards. For the second year in a row, Thommessen has been named Norway’s law firm of the year.

• Read more about The Lawyer European Awards here

Significant increase in transfer pricing cases

Transfer pricing has become one of the most central areas of Norwegian and international tax law, and our work in this field has grown substantially in recent years. We expect this trend to continue with the introduction of new special tax regimes.

In 2025, we have handled several major cases, including matters relating to credit ratings, interest margins on intra-group loans and cash pool deposits, thin capitalisation, intra-group services, pricing models for Norwegian management, valuation of transfers of intangible assets, and model selection for pricing key functions, among others.

Some cases have been concluded fully in favour of our clients, some have been settled, and one case was heard by the district court towards the end of the year. Many matters will continue into 2026.

• Read more about transfer pricing

The European Commission launches the “Digital Omnibus” initiative

Norwegian businesses are facing an increasingly complex EU regulatory landscape in data and technology, with more than one hundred legal acts adopted over the past five years. In November, the EU therefore launched the “Digital Omnibus” initiative, aimed at simplifying and coordinating the regulatory framework, including the EU Data Act and NIS2, as well as adjustments to GDPR obligations.

For businesses, this entails both immediate adaptation requirements and opportunities for more efficient compliance going forward, should the proposal be adopted. However, the proposal also raises certain concerns related to changes in the protection of individuals’ privacy, and has triggered extensive debate and petition campaigns. Thommessen’s technology team is closely monitoring developments and assists businesses in understanding how new requirements and simplifications will affect their digital compliance.

New EU sanctions packages require heightened vigilance from businesses

New sanctions packages adopted by the EU are continuously being implemented into Norwegian law. This requires particular vigilance from businesses, especially in exposed sectors such as the maritime industry and companies trading with operators within that sector.

Throughout 2025, we have continued to see strong demand for assistance in this area, both in transaction processes, project collaborations and other contractual contexts. We regularly assist clients with due diligence of contractual counterparties and the drafting of robust contractual provisions to mitigate sanctions risk.

Compliance areas such as export controls and sanctions are also becoming increasingly important in transactions. Over the past year, we have been involved in several due diligence processes where export control has been a key focus area.

• Sanctions and export control: Learn more about how we assist businesses

Record year for Norwegian high-yield bonds

It looks set to be a record year for Norwegian high‑yield bonds, with a 25 percent increase year‑on‑year. Thommessen continues to maintain a significant market share.

We present three new Partners

We are proud to announce Hedda Leikvang (Banking and Finance), Rolf Nyhus (Real Estate) and Svein Terje Tveit (EU/EEA and Competition Law) as new Partners at Thommessen. Hedda and Rolf have been promoted internally and will assume their new roles from 1 January 2026. Svein Terje returns to Thommessen after seven years at Arntzen Grette and had his first day as a Partner at Thommessen on 8 December this year.

• Get to know Rolf, Hedda and Svein Terje (in Norwegian)

We expect high regulatory activity in financial services in 2026 – both in the EU and in Norway

Through ThommessenTracker FinReg we continue to monitor regulatory developments in the EU closely. The service has been developed in collaboration with clients so you can follow the key processes in the EU that affect the financial sector. It also provides an ongoing overview of how Norwegian authorities are following up the various regulatory initiatives.

ThommessenTracker FinReg is entering its fifth year and has never been more popular. Would you like access to this tracker or to our trackers on employment, tax, duties or technology?

• Click here

Clearer requirements for the psychosocial work environment from January

From 1 January 2026 the requirements for employers’ responsibility for the psychosocial work environment will be clarified. The changes mean the Working Environment Act lists additional factors that must be fully satisfactory when work is organised, planned and carried out.

Please contact our employment team if you would like an assessment of how the changes may affect your organisation, or if you need assistance ensuring compliance in practice.

• See the employment team here

Promising transaction outlook for 2026

Despite a market characterised by periods of uncertainty, the outlook for 2026 looks promising, with good access to capital, strong interest from both strategic and financial buyers, and a robust transaction pipeline. Our M&A team looks forward to a busy year of high activity and to continuing to advise clients across the full spectrum - from venture and growth to large, complex M&A and ECM transactions.