DENMARK Law and Practice Contributed by: Dan Moalem, Jacob Bier, Thomas Enevoldsen and Poul Guo, Moalem Weitemeyer
4.3 Hurdles to Stakebuilding Statutory Thresholds
Securities Disclosure Under the Danish Capital Markets framework, holders of shares or qualifying financial instruments – such as equity derivatives – must notify the issuer and the Danish Financial Supervisory Authority when their holdings of voting rights cross specified thresholds (5%, 10%, 15%, 20%, 25%, 50%, 90%, one-third, or two-thirds). This includes instruments that grant a right to acquire shares or create a similar economic effect. Notification must be made within four working days, and the issuer must publicly disclose the infor - Net short positions in shares admitted to trading in Denmark are also reportable. Positions reaching 0.1% of issued share capital must be notified to the regula - tor, and positions of 0.5% or more are publicly dis - closed. Derivatives are included in calculating the net short exposure. Competition Law From a competition law perspective, derivatives become relevant where they contribute to the acqui - sition of control. If a structure involving derivatives confers decisive influence, it may constitute a notifi - able merger under Danish rules. The Danish Competi - tion and Consumer Authority may also call in below- threshold transactions if competition concerns arise. 4.6 Transparency Private M&A In private M&A, there is no obligation to disclose the purpose of an acquisition. Public Takeover Offers mation shortly thereafter. Short Selling Regulation A bidder launching a voluntary public takeover offer is required to make its intentions known regarding con - trol of the target company. Under the Danish takeover rules and the Danish Capital Markets Act, the offer document must contain detailed information enabling shareholders to assess the implications of accepting the offer. This includes disclosure of the bidder’s stra - tegic plans for the target, its intentions with respect to the company’s future business, employees and man - agement, and whether the bidder seeks to obtain full ownership or maintain the company’s listing. If the bidder aims to achieve a level of ownership enabling
The statutory major shareholding disclosure thresh - olds set out in the Danish Capital Markets Act are mandatory and cannot be altered by a company through its articles of association or by-laws. A listed company may therefore not introduce higher thresh - olds in order to reduce transparency, nor lower statu - tory thresholds in substitution of the legal regime. The disclosure framework is harmonised and applies uni - formly to all issuers admitted to trading on a regulated market. Structural Mechanisms That said, companies may include certain structural mechanisms in their articles which can indirectly affect stakebuilding. These may include voting right restric - tions, share classes with differentiated voting rights, or ownership caps in regulated sectors (eg, financial institutions), subject to applicable law. However, such mechanisms are relatively uncommon in widely held Danish listed companies. Regulated Financial Institutions For regulated financial institutions, acquisitions of substantial holdings may require prior approval from the Danish Financial Supervisory Authority. 4.4 Dealings in Derivatives Dealings in derivatives are permitted. Trading is pri - marily governed by EU legislation, including MiFID II, EMIR and the Market Abuse Regulation, which apply directly in Denmark. Both exchange-traded and over-the-counter (OTC) derivatives – such as futures, options, swaps and forwards – are commonly used for hedging and risk management, as well as for invest - ment purposes. Regulated trading takes place via
venues such as Nasdaq Copenhagen. 4.5 Filing/Reporting Obligations
In Denmark, derivatives can trigger filing and report - ing obligations under both securities regulation and competition law, particularly where they create eco - nomic exposure comparable to share ownership or contribute to the acquisition of control.
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