DENMARK Law and Practice Contributed by: Dan Moalem, Jacob Bier, Thomas Enevoldsen and Poul Guo, Moalem Weitemeyer
5.2 Market Practice on Timing Market practice generally follows legal requirements. Inside Information Test One key question is when details of a transaction qualifies as inside information under Article 7 (1) of MAR. This is generally the case if four cumulative cri - teria are met: (i) it must be of a precise nature; (ii) it must not have been made public; (iii) it must relate, directly or indirectly, to one or more issuers or financial instruments; and (iv) if made public, it must be likely to have a significant effect on the price of those instru - ments. All four elements must be present. Delay Mechanism In practice, issuers have often relied on the delay mechanism in Article 17 (4), particularly in protracted M&A processes. While each step in a transaction must technically be assessed independently, disclosure has frequently been postponed until signing or board approval, provided confidentiality was maintained and delay was not considered misleading. Upcoming Reforms With effect from 5 June 2026, an amendment to Article 17 clarifies that delay is impermissible where non-dis - closure would contradict prior public announcements or communications. This reform effectively formalises an event-driven disclosure approach, under which signing typically triggers public disclosure, enhanc - ing legal certainty while reflecting established market practice. 5.3 Scope of Due Diligence In negotiated private M&A transactions, legal due diligence is a core workstream. The scope is typically risk-based and proportionate to the size and complex - ity of the target, with a focus on identifying issues that could affect valuation, deal structure or post-closing risk. Standard areas of review include:
a squeeze-out and subsequent de-listing, this must be stated explicitly.
5. Negotiation Phase 5.1 Requirement to Disclose a Deal General Position
Requirements to disclose a deal generally only affect listed companies. However, the filing obligations regarding ownership thresholds (see 4.2 Material Shareholding Disclosure Threshold ) will inadvertently make a private M&A deal public, as the legal owner - ship of the target is disclosed in the Danish Compa - nies Register. Listed Companies For listed companies, there is no automatic obligation to disclose upon first approach, the commencement of negotiations, or the signing of a non-binding letter of intent. Inside Information Under the Market Abuse Regulation, the relevant question is whether the information constitutes inside information. Preparatory steps in a public takeover process will often qualify as inside information once they are sufficiently precise and price sensitive, and the target will in principle be obliged to disclose it. Delayed Disclosure The target may, however, delay disclosure for a limited period if it considers that early disclosure would preju - dice its legitimate interests – for instance, because it would be likely to prejudice ongoing negotiations. Delay requires that confidentiality can be maintained and that the absence of disclosure does not risk mis - leading the public. The clear obligation to disclose arises once the bidder has made a firm decision to proceed with an offer. The target will be required to disclose a deal once the information can no longer be lawfully delayed – typically when the offer has become sufficiently concrete, negotiations have reached an advanced stage, or the bidder has taken a formal decision to proceed, and confidentiality can no longer be maintained.
• corporate structure; • material contracts; • financing arrangements; • employment and incentive structures; • real estate;
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