DENMARK Law and Practice Contributed by: Dan Moalem, Jacob Bier, Thomas Enevoldsen and Poul Guo, Moalem Weitemeyer
valuations and greater competitive tension, signalling a structural shift in investor priorities within the Dan - ish market. While interest is at an all-time high, actual dealmaking momentum has been slow. Financial Services Consolidation Finally, consolidation within the financial services sec - tor has been a notable theme, as competitive pres - sures and digital infrastructure requirements continue to drive strategic link-ups among financial institutions. 1.3 Key Industries Dominant sectors include TMT, particularly SaaS, life sciences/pharma, defence, B2B services and logis - tics, including data centres. In Denmark, acquisitions are typically structured with a strong emphasis on contractual flexibility, tax effi - ciency, and transactional certainty. The primary legal techniques for acquiring a company reflect these pri - orities and are broadly aligned with established Nordic and European market practices. Share Purchases The most common method is a share purchase, where the buyer acquires all (or a controlling portion) of the shares in the target company from its existing share - holders. Share deals are generally preferred in private M&A transactions because they allow the acquirer to take over the entire business as a going concern, including contracts, licenses, employees, and obliga - tions. The transaction is governed by a Share Purchase Agreement (SPA), which sets out representations and warranties, indemnities, purchase price mechanisms (such as locked-box or completion accounts), and closing conditions. Warranty and indemnity (W&I) insurance is frequently used in competitive auction processes to bridge risk allocation gaps. Asset Purchases Asset purchases are less frequent, and while the struc - ture can offer greater flexibility and risk mitigation, it often requires third-party consents for the transfer of contracts and may trigger additional administrative 2. Overview of Regulatory Field 2.1 Acquiring a Company
steps, including employee transfers under Danish implementation of EU transfer of undertaking rules. Public Takeover Offers For publicly listed companies, acquisitions are primar - ily conducted through voluntary or mandatory takeo - ver offers regulated by the Danish Capital Markets Act. Once a shareholder exceeds certain ownership thresholds, a mandatory offer obligation may arise. Squeeze-out mechanisms are available when a share - holder reaches a qualified majority, enabling the com - pulsory acquisition of minority shares. Mergers Mergers are also legally possible under Danish com - pany law, including cross-border mergers within the EU, but they are less frequently used as pure acqui - sition tools in private transactions. Overall, Danish M&A practice is characterised by pragmatic deal structuring, strong contractual frameworks, and a well-established regulatory environment that supports both domestic and international investment. 2.2 Primary Regulators General Regulation While private M&A is generally unregulated, the Dan - ish Business Authority controls and supervises the compliance of business regulations. Investment Screening For investment screening, notifications are submitted to and processed by the Danish Business Authority. In the course of its review, the Danish Business Authority routinely consults and seeks input from other relevant authorities as part of the case handling process. Merger Control For merger control, the Danish Competition and Con - sumer Authority is the investigative/case-handling body, while the Competition Council is the decision- making authority for key procedural steps and for final merger decisions (clearance, conditional clearance or prohibition). EU Foreign Subsidies Regulation The EU Foreign Subsidies Regulation require notifica - tion if financial contributions from non-EU countries exceed certain thresholds.
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