DENMARK Law and Practice Contributed by: Dan Moalem, Jacob Bier, Thomas Enevoldsen and Poul Guo, Moalem Weitemeyer
11. Activism 11.1 Shareholder Activism
Dispute Resolution Such disputes are typically resolved through arbitra - tion, reflecting Denmark’s preference for confidenti - ality and contract-based dispute resolution in M&A matters. 10.2 Stage of Deal In Denmark, M&A-related litigation is most commonly brought post-closing. Disputes typically arise once the buyer has taken control of the target and conducted a more detailed operational and financial review, often several months after completion. At that stage, claims are frequently based on alleged breaches of represen - tations and warranties, purchase price adjustments, or earn-out calculations. 10.3 “Broken-Deal” Disputes MAE/MAC clauses are unusual in Danish M&A trans - actions. Lessons From the Pandemic Experience from pandemic-affected transactions has confirmed that there is no broad statutory doctrine allowing a buyer to terminate an acquisition merely because market conditions deteriorate. Termination rights are fundamentally contractual. Danish law does not provide an automatic “MAC doctrine”, and courts and arbitral tribunals apply a high threshold when assessing whether extraordinary circumstances justify non-performance. Post-COVID Drafting Trends In practice, this meant that invoking COVID-19 as a material adverse change proved difficult. Broadly worded MAC clauses offer limited protection in pro - longed crises that evolve into the “new normal”. The post-COVID trend in Denmark has therefore been toward clearer and more granular drafting, explicit risk allocation, and a strengthened focus on interim covenants and specific closing conditions to manage uncertainty and enhance deal certainty.
In Denmark, shareholder activism has become an increasingly important force. Activists typically focus on capital allocation, board composition, and strate - gic direction. Although hostile campaigns remain rela - tively rare, coordinated investor pressure and public engagement are the primary source of activism. The most active shareholders are typically the larger Danish pension funds and shareholder organisations. 11.2 Aims of Activists M&A-focused shareholder activism is rare. It most commonly focuses on management composition, While activists rarely interfere with the completion of announced transactions, 2025 saw a somewhat unprecedented shareholder movement in Bavarian Nordic A/S, where retail investors as well as institu - tional shareholders joined forces to reject an offer from PE funds Permira and Nordic Capital that they con - sidered to be too low. remuneration and strategic direction. 11.3 Interference With Completion
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