About the work

Katarina Strandberg

A Closer Look at the Most Popular Legal Structure for Open-Ended Investment Funds Internationally – The Corporate Model with Variable Share Capital

2024, 2025

Katarina Strandberg’s research concerns company law in relation to international financial management. It also examines the competitiveness of different jurisdictions and their ability to attract capital and investment activities, particularly in Sweden, the United States, and Luxembourg. This includes how these jurisdictions facilitate and attract international investment fund operations as well as investments in alternative assets, including private companies.

Her doctoral thesis focuses on open-ended investment funds and their legal structure, with particular emphasis on the corporate model with variable share capital, which is the most widely used model internationally. Despite its widespread use, this structure is not available in Sweden. Although the legislator has expressed a positive view towards introducing such a structure, no implementation has taken place.

The dissertation aims to address the lack of research on corporations with variable share capital. It includes an analysis of specific features of the structure, such as protected cell regimes, unitary board structures, the right to enter and exit the fund, share pricing mechanisms, as well as issues relating to governance and investor protection. The purpose is to contribute to a better understanding of the structure, both in a Swedish and international context, and to provide a basis for a potential implementation in Sweden, as well as to contribute to broader company law research and business development.

about the work

Alexander R. Besher

Management of Surplus in Non-Profit-Distributing Insurance and Occupational Pension Companies

2024

Alexander Besher’s research project focuses on the management of surplus in insurance and occupational pension companies, particularly in non-profit-distributing entities. The project examines a matter of societal importance, as employers, ranging from small businesses to large corporations, are the primary contributors to the surplus, while shareholders have contributed only limited risk capital. Despite this, shareholders exercise control over substantial financial assets through appointed boards and make decisions regarding the distribution of surplus funds.

A central component of the research is how surplus is governed in practice, including the role of internal regulations adopted by shareholders. The project highlights that such regulations are not always consistent with applicable law and may be influenced by political considerations rather than designed to ensure appropriate surplus management.

The research addresses several key questions, including how surplus should be managed in accordance with legal standards and how existing practices relate to these requirements. It includes a detailed analysis of the principle of reasonableness (skälighetsprincipen), its origins, removal, and transitional provisions, as well as a comparative perspective within the EU and the UK. The study also addresses a gap in existing research, as no previous scholarly work has examined the applicability of the transitional provisions following the 1999 Insurance Business Reform in relation to this principle.

About the work

Katarina Strandberg

The Corporate Model: innovations, solutions, and enhancing Sweden's competitiveness in investment funds

2023

A doctoral thesis focusing on the corporate model with a variable share capital as legal structure for open-ended investment funds - and beyond? Also, the thesis will look at how Sweden can become more competitive for market actors in the investment fund industry?

With the development of a corporate model that has a variable – instead of a fixed – share capital, the corporate model has been adapted to suit investment activities that require a more shifting share capital and less control in the shareholder base. Such a structure will however demand new solutions as regards e.g. governance and control, and the innovations and smart solutions applied in the studied jurisdictions are analyzed in detail.

An analysis of the features of the corporate model with a variable share capital as it is implemented and used for open-ended investment funds in Luxembourg, the UK and the US. The most popular legal structure for open-ended investment funds is the corporate model with variable share capital. It is offered in the world’s largest and most international fund nations such as Luxembourg, the UK and the US – but not in Sweden. And still, us Swedish fund investors are nevertheless to a large extent exposed to this structure due to the fact that Swedish fund actors in many cases choose to set up their funds in e.g. Luxembourg even when they market them solely to Swedish retail investors. The legislators have repeatedly shown a positive attitude as regards implementing such a legal structure also in Sweden – but nothing has happened yet. This dissertation aims to bridge the knowledge gap as regards corporations with variable share capital, as to create better foundations for a potential implementation in Sweden, to better understand it as Swedish actors are exposed to it also in an international context, and to learn from its individual innovative features as a contribution to general company law research. The doctoral thesis accordingly focuses on such aspects as how the variable share capital functions, how the protected cell regime model, what the implications are of using unitary board structures, as well as on matters of shareholder protection and governance.

about the work

Alexander R. Besher

Corporate governance for mutual insurance and occupational pension companies – A legal analysis of the appropriateness of existing regulation

2023

Swedish mutual insurance and pension companies managed over 3,000 billion Swedish kronor in 2021, which can be compared to Sweden's GDP of just under 5.5 billion the same year. Despite the significant role mutual insurance and pension companies play for many policyholders and their importance from a purely socio-economic perspective, these companies lack independent legislation governing their association rights. Instead, mutual insurance and pension companies are referred to the law on economic associations, with exceptions for certain special rules in the Insurance Business Act and the Act on Pension Companies, which closely resemble the regulations applicable to public limited companies. It is important for mutual insurance and pension companies to be appropriately regulated from a socio-economic and societal perspective. Therefore, the work aims to investigate the appropriateness of the current association legal regulations for mutual insurance and pension companies. The work addresses the topic of corporate governance in financial market law from an international perspective, with a particular focus on legal developments in the USA, UK, and the EU.