DENMARK Law and Practice Contributed by: Dan Moalem, Jacob Bier, Thomas Enevoldsen and Poul Guo, Moalem Weitemeyer
Sectoral Approvals Sectoral approvals depend on the regulated area. The Danish Financial Supervisory Authority is central for regulated financial institutions (eg, qualifying holdings/ change-of-control approvals) and for supervision of key elements of the takeover framework for listed companies. 2.3 Restrictions on Foreign Investments Foreign Investment Screening If a foreign investor (regardless of origin) acquires at least 10% of the voting rights or share capital (or equivalent control) in a Danish company operating within one of five sensitive sectors, this requires prior approval from the Danish Business Authority. The sec - tors are defence, IT security and classified information processing, dual-use goods production, other critical technologies and critical infrastructure. Standstill Obligation Where the mandatory filing obligation is triggered, a standstill obligation applies, meaning the investment may not be completed until the Danish Business Authority has granted its approval. In straightforward cases, a decision can typically be expected within
(ii) one undertaking has Danish turnover exceeding DKK3.8 billion and at least one other undertaking has worldwide turnover exceeding DKK3.8 billion. Trans - actions meeting these thresholds cannot be imple - mented prior to clearance (standstill obligation). Where EU turnover thresholds are met, the transac - tion falls under the EU Merger Regulation and must be notified to the European Commission instead of the Danish authority. Call-In Right In addition, the DCCA now has a call-in right. This means the DCCA may require notification of a con - centration that does not meet the statutory turnover thresholds if it has reason to believe the transaction may significantly impede effective competition in Denmark. The call-in option is particularly relevant in transactions involving innovative companies, niche markets, or early-stage businesses where turnover is limited but competitive significance may be substan - tial. In 2025, the Danish Competition and Consumer Authority used its call-in power in two separate cases to require notification of otherwise below-threshold transactions. In practice, this has created a need for early merger control analysis even in acquisitions involving smaller targets, where the parties’ combined annual Danish turnover is at least DKK50 million and the Authority considers that the transaction may give rise to competition concerns. Substantive Test The substantive test mirrors EU principles: a merger will be prohibited or subject to remedies if it would sig - nificantly impede effective competition, in particular through the creation or strengthening of a dominant position. Anti-Competitive Conduct During Transactions Additionally, the general prohibition on anti-com - petitive agreements under Danish competition law applies throughout the transaction process. During negotiations, due diligence and any interim period between signing and closing, the parties must refrain from exchanging competitively sensitive informa - tion. Where the transaction involves competitors, it is standard practice to establish information barrier pro -
approximately five to six weeks. EU Foreign Subsidies Regulation
The EU Foreign Subsidies Regulation requires manda - tory notification of certain M&A transactions involving foreign financial contributions, enabling the European Commission to investigate and address potential dis -
tortions in the internal market. 2.4 Antitrust Regulations
In Denmark, business combinations are primarily governed by the Danish Competition Act, which con - tains Denmark’s merger control regime. The rules are administered by the Danish Competition and Con -
sumer Authority (DCCA). Notification Thresholds
A concentration must be notified to the DCCA where statutory turnover thresholds are met. Notification is mandatory if: (i) the combined aggregate turnover in Denmark of all undertakings concerned exceeds DKK900 million and at least two undertakings each have Danish turnover exceeding DKK100 million; or
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