What the code covers, and whom it binds
Members accept the NorBAN Code of Conduct on joining, approved by the board on 15 August 2023. Of its eight numbered sections, four are particularly relevant to conduct around a deal.
| Section | What a member accepts |
|---|---|
| § 2 Professionalism and Integrity | A member acts honestly, responsibly and transparently in any business context, and avoids any possible conflict of interest (interessekonflikt). The section states a standard of conduct and prescribes no procedure. |
| § 4 Limitation on Involvement in Financial Activities | A member does not, as part of the association’s operations, take responsibility for or become involved in providing capital management or investment advice in a way that may read as financial guidance or an investment recommendation. Members may still tell each other about investment opportunities, and may do capital management or financial advice through an external business. |
| § 7 Confidentiality | A member treats every meeting of the association as covered by the Chatham House Rule, and treats the identity and activities of other members as confidential. Breach is a ground for exclusion. |
| § 8 Breach of Regulations | A member reports a breach through the published whistleblowing policy. Reports are written, may be anonymous, and both the reporting member and the reported member may state their case and be assisted by a representative. |
Every investment decision belongs to the member. NorBAN trains angels, gives them a network and provides dealflow; the members invest individually, or through a consortium or an SPV they set up and coordinate themselves.
Other non-profit angel networks make the same distinction. Finland’s FiBAN states in its own code that an investment is the member’s own decision and that the network neither recommends nor guarantees a startup’s quality or success. Denmark’s DanBAN records that it makes no investment recommendations and takes and pays no fee on members’ investments.
NorBAN is the Norwegian member of EBAN, and membership at Angel Investor level and above carries EBAN affiliate membership. EBAN publishes a code of conduct template for a network to adopt for its own members. The code you have signed up to is NorBAN’s.
Agree any compensation for the lead’s work in advance: who pays, for which work, how it is calculated, when it is due and whether it depends on the investment’s outcome. Disclose any conflicts before members commit.
Separate the network’s own fees from compensation agreed with a lead or vehicle organiser. A fee, expense reimbursement and carried interest have different terms; the peer codes do not establish a universal Norwegian rule or an additional NorBAN restriction.
Assess the activity as well as the compensation. Receiving or transmitting orders, making personal investment recommendations or placing financial instruments as a business can engage investment-service rules.
Pooling capital under a defined strategy raises the separate fund question. A fee, carry or an informal “lead” label neither settles nor removes those requirements; obtain advice before offering the service or raising the pool.
Agree the amount with the group before the round, and tell the company.
Conflicts of interest, situation by situation
Section 2 sets a standard of conduct without prescribing a disclosure procedure, register or decision-maker. The disclosure column below is therefore practice. DanBAN writes that practice into its own code, requiring a member to assess their own disqualification (inhabilitet) in every matter and to disclose a conflict on their own initiative at the earliest convenient moment.
| Situation | What you disclose, and to whom | What follows |
|---|---|---|
| You hold a position in a market where a second company now competes | Tell the founder of the first company before you commit to the second, and tell the syndicate you are in. | Decide whether you can hold both without moving information between them. Where the answer is no, decline the second position. |
| You have a board seat beside a commercial relationship with the company | Declare the interest to the board and have it minuted under the item. | The board approves an agreement between the company and a shareholder, a director or their close associates under aksjeloven § 3-8, on a written report and a declaration that value and consideration correspond fairly. Ordinary-course agreements on ordinary commercial terms, and agreements below the statutory de minimis, fall outside the procedure. |
| Someone other than the company offers to pay you for your board work | Tell the board who offered, and what for. | Aksjeloven § 6-17 forbids a board member, managing director or employee to take remuneration from anyone other than the company in connection with work for it, and reaches their close associates. The general meeting cannot consent it away, and a caught payment falls to the company with its yield. The lawful route is to have the company pay the remuneration. |
| A family member or a close personal tie sits on one side of the case | Disclose it to the group before the case is discussed. | Abstain from the group’s discussion. On a board, a nærstående interest can make you disqualified under aksjeloven § 6-27. |
| You are subscribing in a round the board you sit on is proposing | Raise your own disqualification before the item is opened, and have the board settle it first. | Aksjeloven § 6-27 bars a director from a matter of such significance for them or a close associate that they have a prominent personal or financial special interest in it. Whether it catches a director subscribing on the same terms as every other shareholder is contested; a preferential price or a directed allocation points toward disqualification. Take the concrete case to counsel. |
| You hold listed shares in a sector adjacent to your portfolio | Check both market-abuse rules and any separate conflict-disclosure duties. | Verdipapirhandelloven § 3-1 incorporates Regulation (EU) 596/2014, which attaches to precise, unpublished, price-sensitive information about an issuer whose instruments are admitted to trading or have been applied for. Do not infer the scope from the word unlisted alone: MAR also covers specified instruments on other trading venues and instruments whose price or value depends on or affects covered instruments. Information from an unlisted company may concern a covered instrument. Dealing in listed securities on inside information catches anyone, and so does recommending or inducing someone else to deal. |
Confidentiality of a founder’s material, and where the duty comes from
The code is silent on a founder’s material. Section 7 protects the identity and activities of other members at the association’s own meetings, and the duty you owe a founder comes from general law.
That law is forretningshemmelighetsloven, LOV-2020-03-27-15, in force 1 January 2021, which implements the EU Trade Secrets Directive. It protects qualifying material with no agreement signed at all.
| Rule | What it means for you |
|---|---|
| Conditions for protection | The information must not be generally known or readily accessible, as a whole or in its particular combination. It must have commercial value because it is secret, and the holder must have taken reasonable steps to keep it secret (§ 2). All three conditions apply. |
| Public sharing | An unrestricted public pitch may remove protection for the information actually disclosed. Assess what was shared, with whom and under what restrictions. Other material may remain protected. |
| General skills | Section 2 excludes an employee’s general experience and skills acquired during employment. That does not permit copying or disclosing specific protected information. |
| Your use of the information | Unauthorised use or disclosure of a secret received through a service, trust or business relationship can infringe § 3. Declining an investment does not itself end the protection. |
| Duration and deadlines | Protection continues while the information qualifies. For injunctions and corrective measures under §§ 5 and 6, the holder must act within three years after obtaining, or when they should have obtained, necessary knowledge of the infringement and infringer. Assess limitation of monetary claims separately. |
| Available claims | Subject to their conditions, remedies include an injunction, corrective measures and publication of the judgment (§§ 5, 6 and 11). Intentional or negligent infringement can give a claim under § 8, calculated on the most favourable of its three statutory bases. A signed NDA is not required. |
DanBAN’s members accept the same position as a matter of conduct. Their code binds them to keep and not misuse confidential information obtained as investor, lender or adviser even where no express confidentiality agreement was signed, and to take appropriate measures to keep it secret.
What a non-disclosure agreement adds
A non-disclosure agreement (konfidensialitetsavtale) settles questions the statute leaves open. Read it carefully while both sides can still agree how information will be used.
| Clause | What it settles |
|---|---|
| Permitted use | The material is used to evaluate this investment and for nothing else. This is the clause that decides a later dispute about what evaluation covered. |
| Duration | A stated period, after which the duty ends. An open-ended duty is harder to enforce and harder to comply with. |
| Onward disclosure | The named categories who may see the material: your co-investors, your adviser, your counsel, each bound on the same terms. |
| Mutuality | Both sides carry the duty. You will disclose your own terms, your other positions and sometimes your co-investors. |
| The fact of the talks | Whether either side may say that a conversation is happening, and how a completed deal is announced. |
| Return and deletion | Imported templates often require deletion of every copy, which no ordinary backup regime can honour. Time-limit the duty and require deletion of working copies. |
Competing portfolio companies and information walls
Work through the steps in order before you take the second position, and keep the wall in place for as long as you hold both.
| Step | What it involves |
|---|---|
| Test the overlap | Name the customer both companies would sell to and the decision that customer makes. Two companies in the same sector that never meet in a live deal are not competitors for this purpose. |
| Tell each founder | Tell the first founder before you commit to the second, and tell the second what you already hold. Founders discover overlapping positions anyway, and discovering one from a third party ends the relationship. |
| Tell your co-investors | A syndicate that learns later will discount everything you said about the case, including the parts that were right. |
| Build the wall | Keep board papers, models and customer lists apart. As a practical safeguard, take a board seat in at most one. Company law does not impose a blanket ban on competing board seats; confidentiality, disqualification, competition law and any agreed restrictions still apply. Say nothing in either boardroom about the other company, including the fact that you cannot say it. |
| Know the line | FiBAN’s code binds its members to use a startup’s information solely to evaluate that opportunity, and forbids using it for a competing benefit. If you cannot fulfil both roles without misusing information or breaching other duties, change or give up the conflicting role or investment. The mere usefulness of the information to another company does not automatically prohibit holding both investments. |
A board seat changes the question
Aksjeloven imposes no general confidentiality duty on a director of an AS. What binds you is the duty to the company, the abuse provision, the Trade Secrets Act and whatever the company’s own documents and your own contracts say.
A director nominated by an investor holds the seat personally and owes the duty to the company, not to the investor who nominated them. Norwegian guidance expects a director to report back to whoever elected them through natural channels, so sharing board information is not automatically prohibited.
The limits include the prohibition on giving particular shareholders an unreasonable advantage (aksjeloven § 6-28), trade-secret protection and applicable confidentiality duties. A shareholder’s information right at the general meeting under § 5-15 is limited; it is neither unrestricted access to board papers nor an exhaustive list of every information right. Assess the information, recipient and purpose before sharing.
For routine syndicate reporting, agree what the company will provide, who receives it and how confidentiality is protected. A director may participate in an authorised reporting arrangement, but the agreement cannot override their duties to the company or other legal restrictions. Record the board’s assessment where appropriate.
Have the proposed arrangement checked against the actual information and duties before relying on it. The board duties article explains the director’s independent responsibilities.
The conduct checklist
Use the checklist for the action you are about to take to identify conflicts and confidentiality issues before they arise.
Before a first meeting with a founder
- Check whether you hold a position that competes with this one, and say so in the first ten minutes if you do.
- Say what you will do with the material: who sees it, and for how long.
- Ask what the founder treats as a trade secret and what they have done to keep it secret. Their answer decides whether the statute reaches it.
- Read the deletion clause before signing the confidentiality agreement, and say plainly if you will not sign.
- Say nothing about another company’s numbers, customers or terms.
Before a second position in the same market
- Name the customer both companies sell to and the decision that customer makes.
- Tell the first founder before you commit, and tell the second what you hold.
- Tell your co-investors in the first company.
- Assess whether conflicts can be managed before accepting both board seats. If they prevent you from carrying out either role properly, choose one.
- Write down what you will not discuss in either boardroom, and keep the papers apart.
Before passing anything on
- Ask who owns the material. A founder’s information belongs to the founder.
- Get the founder’s permission for each recipient, by name or by category.
- Pass on the fact of the opportunity, and let the founder send the numbers.
- Stop where the material reached you through a board seat, and route the request through the company.
- Bind the recipient on the same terms you accepted.
Before voting on a decision you have an interest in
- Declare the interest before the item is opened.
- Let the board settle your disqualification first, and leave the room while it does.
- Have the declaration and the decision minuted under that item.
- Get advice where you are subscribing in a round the board is proposing, because the answer turns on whether your interest goes beyond that of shareholders generally.
- Check agreements between the company and you or your company against § 3-8. Apply its threshold, valuation basis and exceptions, including ordinary business on normal terms and the statutory de minimis; follow the procedure where required.