DENMARK Law and Practice Contributed by: Jakob Østervang, Peter Østergaard Nielsen, Anders Hørlyck Jensen and Tejs Degn Leth Ernst, Accura Advokatpartnerselskab
ment the transaction in whole or in part before receiv- ing merger approval. 5.6 Labour Law Regulations When acquiring a company in Denmark, there are sev- eral key labour law regulations to be aware of: • The Danish Transfer of Undertakings Act thispro- vides for the protection of employees in relation to transfers of undertakings (asset transfers, not share transfers). Its regulations apply in connec- tion with transfers of undertakings, mergers and de-mergers, and may further apply when a busi- ness undergoes tenders, changes suppliers, or transfers activities under bankruptcy as well as in connection with transfers of parts of an undertak- ing. The act sets out requirements with regard to information and consultation of employees. Employee opinions are not legally binding on the management of the company, but the management is required to consider such opinions and engage in meaningful consultation with the employees/ employee representatives. Non-compliance with applicable information and consultation obligations does not hinder the completion of an acquisition. • The Danish Salaried Employees Act this provides minimum rights for salaried employees, including statutory notice periods, a full salary during periods of absence due to illness, irrespective of length, as well as compensation in case of unfair dismissals or dismissals of employees with tenures of more than 12 years. • Collective Agreements thesecover a significant portion of the Danish workforce and outline the minimum rights and obligations in the employment relationship between the employer and the employ- ees, such as minimum wage, working hours, over- time pay, pension obligations, holiday entitlements, termination notices, maternity/paternity leave, working environment, etc. Companies covered by collective agreement thus have a limited access to unilaterally changing the employment terms and conditions for employees covered by the collective agreements. • The Danish Holiday Act this entitles employees to five weeks’ paid holiday per year.
• The Danish Anti-Discrimination Act this prohibits discrimination based on gender, race, and other protected characteristics. • The Danish Collective Redundancies Act this protects employees by mandating that employ- ers engage in consultation with employees or their representatives and observe a minimum waiting period before implementing mass layoffs. Works Council and Labour Consultation In Denmark, companies with more than 35 employees are by law required to establish an employee forum, often referred to as a works council. The works council must be consulted on matters of significant impor- tance to employees, such as major business deci- sions, restructuring, and redundancies. The opinions and advice of the works council are not legally binding on the management of the company, but the management is required to consider these opinions and engage in meaningful consultation with the works council. For companies covered by collective agreement(s), inadequate works council consultation typically con- stitute a penalty-sanctioned breach of such collective agreement(s). Non-compliance with applicable information and con- sultation obligations does not hinder the completion of an acquisition. 5.7 Currency Control/Central Bank Approval Denmark does not have specific currency control regulations or require central bank approval for M&A transactions. 6. Recent Legal Developments 6.1 Significant Court Decisions or Legal Developments One of the most significant legal developments in Denmark related to energy and infrastructure M&A in the past three years is the implementation of the in 2020 adopted Danish Climate Act.
93 CHAMBERS.COM
Powered by FlippingBook