DENMARK Law and Practice Contributed by: Jakob Østervang, Peter Østergaard Nielsen, Anders Hørlyck Jensen and Tejs Degn Leth Ernst, Accura Advokatpartnerselskab
Notification Thresholds A concentration must be notified to the Danish Com- petition and Consumer Authority (DCCA) if, in the lat- est audited financial year: • the combined aggregate turnover in Denmark of all the undertakings concerned is at least DKK900 million, and at least two of the undertakings each have an aggregate turnover in Denmark of at least DKK100 million; or • the combined aggregate turnover in Denmark of at least one of the undertakings concerned is at least DKK3.8 billion, and the combined aggregate world- wide turnover of at least one of the other undertak - ings concerned is at least DKK3.8 billion. Furthermore, even if the thresholds above are not met, the DCCA may request filing of a merger notification (call-in) if the DCCA suspects a risk that the merger will significantly impede effective competition – eg, by creating a dominant position – and the combined aggregate turnover in Denmark of the undertakings concerned exceeds DKK50 million. Filing Process If the above thresholds are met, a formal notification about the transaction must be submitted to the DCCA. Prior to submitting the notification, the parties are encouraged to engage in pre-notification discussions with the DCCA to clarify any issues and streamline the review process. Following receipt of a complete merger notification, the DCCA has 25-35 working days in the Phase I review period to conduct an initial review and decide whether to approve the transaction or proceed to a more in-depth investigation. If further investigation is needed, the DCCA has an additional 90-130 working days in Phase II to complete the review. Following the DCCA’s review, the merger may be approved, approved with conditions/commitments
security or public order. This includes sectors such as energy and critical infrastructure. The threshold for mandatory filing is acquiring at least 10% of the share- holdings or voting rights or equivalent control by other means in a Danish company. Suspensory Nature The filing is suspensory, meaning that the investment cannot be completed until the necessary approv- als are obtained from the Danish Business Authority (DBA). The DBA has a two-phase review process: • Phase I: Initial review, which must be completed within 45 calendar days. • Phase II: In-depth review, if required, which must be completed within 125 calendar days. 5.4 National Security Review/Export Control Denmark has a comprehensive national security review process for acquisitions particularly those involving foreign direct investment (FDI) – see 5.3 Restrictions on Foreign Investments . Specific Restrictions/Considerations for Investors The obligation to obtain prior authorisation from the DBA applies to all foreign investors. However, there are specific considerations for investors based on their country of origin. This means that investments from certain countries may be scrutinised more close- ly, especially if they are from regions with geopoliti- cal tensions or where there are concerns about state influence. The DISA allows the DBA to assess whether a foreign investment potentially constitutes a threat to national security or public order. Export Control Regulations Denmark has export control regulations for dual-use goods and technology, which can be used for both civilian and military purposes and for arms and military technology. The DBA administers controls of dual-use goods ensuring compliance with international agree- ments and EU regulations as well as a national regime. 5.5 Antitrust Regulations In Denmark, antitrust filing requirements for takeover offers and business combinations are governed by the Danish Competition Act and related executive orders.
or prohibited. Gun-Jumping
Where a merger filing is required, the prohibition on pre-implementation (“gun-jumping”) must be observed. This means that the parties must not imple-
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