Russia’s full-scale invasion of Ukraine in February 2022 changed the European security landscape for the foreseeable future, and recent developments in the Middle East reinforce the picture of a world characterised by heightened geopolitical tensions. The significant role Norway has assumed through plans of major defence procurements necessitates significant contributions from industry and investors – and thus also presents significant opportunities. Wikborg Rein has one of Norway’s leading teams of specialist lawyers dedicated to assisting clients in the defence and security sector, and will be focusing on defence procurement and investment in a series of articles in the coming months.

On 8 October 2025, the Ministry of Finance submitted a consultation memo from the Norwegian Financial Supervisory Authority ("NFSA")  on the implementation of Directive (EU) 2024/927 ("AIFMD II") in Norwegian law. AIFMD II amends both the AIFMD and the UCITS Directive, but the bulk of the changes relate to AIFMD.

In a previous newsletter, we outlined the differences between licensed and registered AIFMs. One major advantage of a full licence is the ability to market funds across borders within the EU/EEA ("passporting"). However, for small and medium-sized managers, there is an alternative: registering the fund as a qualifying venture capital fund (VCF) under the EuVECA Regulation, provided the planned fund strategy aligns with the investment restrictions. Below, we explore who might benefit from this option.

We are pleased to announce that Wikborg Rein has assisted Svelland Capital (UK) Ltd and the Edmond de Rothschild Group with the secondary listing on Euronext Oslo Børs of the Euronext Amsterdam listed EdR Certified Origin Physical Gold PLC, which issues gold securities structured as Exchange Traded Certificates (ETCs).

Various types of companies may qualify as alternative investment funds (AIFs). This has practical significance due to the extensive regulations governing the management of AIFs. The Financial Supervisory Authority of Norway (FSAN) actively monitors this area and conducted thematic inspections of entities involved in project financing in the spring of 2023. FSAN's annual report for 2023 also indicates a notable increase in the number of Norwegian AIFs.

Fund establishment requires careful preparation and drafting of relevant documentation. The extent of the documentation varies considerably and depends, among other things, on the intended fund structure, jurisdiction, asset class, type of target investors and the regulatory conditions under which the fund and manager operate.

When do you need to be authorised to manage alternative investment funds? When is it sufficient to be just "registered"? What are the differences?

Asset Management

Company Law

Defence and Security

Financial Regulation

Private Equity and Venture Capital

Specialist Counsel

Karoline advises asset managers, funds, institutional investors and other industry participants on a broad range of matters. 

She specialises in establishing alternative funds, management companies (including emerging managers and spin-outs) and unregulated investment vehicles across asset classes, including private equity, venture capital, fund-of-funds, real estate, infrastructure, shipping and hedge funds. She has broad experience with cross-border structures and international fund formations. 

Karoline assists managers, funds and investment companies at each step of their lifecycle, from establishment, drafting of documentation, fundraising and investor negotiations to ongoing operations, investments, corporate governance, compliance and liquidation. 

She regularly represents institutional investors in fund transactions, including primaries, secondaries, co-investments, direct investments and rollovers. The assistance encompasses due diligence of funds and fund terms, negotiations and preparation of transaction documentation and side letters. 

Karoline has broad corporate law experience and has led M&A transactions and venture capital investments across multiple sectors and strategies. 

Prior to working at Wikborg Rein Karoline worked as a lawyer in the Asset Management and Private Equity practice of BAHR (2016-2021) and as a Senior Compliance Officer at Statkraft (2021-2022).

Oslo

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Karoline advises asset managers, funds, institutional investors and other industry participants on a broad range of matters.

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