DENMARK Law and Practice Contributed by: Dan Moalem, Jacob Bier, Thomas Enevoldsen and Poul Guo, Moalem Weitemeyer
• intellectual property; • regulatory compliance; • litigation and contingent liabilities; • data protection; and • ESG matters. Process Structure and W&I Insurance
referred to as a combination or transaction agreement. These agreements set out the key terms that will apply during the offer period. The use of definitive agree - ments depends on the circumstances of the transac - tion, including its complexity and whether the offer is recommended by the target board. 6. Structuring 6.1 Length of Process for Acquisition/Sale Bilateral Processes The timeline for acquiring or selling a business varies significantly depending on structure, preparation and market conditions. In a bilateral process, a transac - tion can often be completed in three to four months from initial discussions to signing, assuming limited complexity and no material regulatory hurdles. Auction Processes In contrast, auction processes typically take longer. Vendors will often undertake extensive exit planning, vendor due diligence, and preparation of marketing materials before formally launching the process. From preparation to signing, an auction may span six to nine months or more, particularly where multiple bidding rounds and confirmatory due diligence are involved. General Trends In recent years, Danish M&A processes have generally become more time-consuming. Buyers are conduct - ing more detailed due diligence, financing discussions are more rigorous, and purchase price mechanisms are subject to increased scrutiny and negotiation. Expanded regulatory review, primarily in respect of foreign investment screening, may also extend the timeline. Public Takeovers For public takeovers, the Danish Takeover Order pre - scribes that the offer period must be no shorter than four weeks and no longer than ten weeks. Where reg - ulatory approvals, such as merger control clearance, are required, the overall timeline from publication of the offer document to completion may extend to up to nine months.
Due diligence may be structured as a vendor-led pro - cess, where the seller commissions reports that are then supplemented by the buyer, or as a full buy-side exercise. In practice, the format is often shaped by whether warranty and indemnity (W&I) insurance is being used. Insurers typically require a structured, documented diligence process covering key risk areas, and the depth of the review can affect both the scope of coverage and the insurability of specific risks. Public Takeovers In public takeover situations, the bidder is often grant - ed access to a more limited, focused review covering material issues such as key contracts, litigation and business-sensitive matters. A bidder may also carry out an outside-in review of publicly available informa - tion as a preliminary step. 5.4 Standstills or Exclusivity Exclusivity Exclusivity is generally more common than standstills in negotiated M&A transactions. In a bilateral process in private M&A, a buyer will typically request exclusiv - ity once substantive negotiations begin, as it is invest - ing time and costs in due diligence and documenta - tion. Standstills in Public Takeovers In public takeovers, the target’s board of directors often require a standstill obligation for the bidder, which is typically accepted to better enable a free dis - cussion between the parties. The board of directors of a listed company require that any exclusivity under - taking in respect of a bidder comes with an exemption for better competing offers (higher price). 5.5 Definitive Agreements It is both legally permissible and relatively common in larger public takeover transactions for the bidder and the target enter into a definitive agreement, sometimes
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