DENMARK Trends and Developments Contributed by: Dan Moalem, Jacob Bier, Thomas Enevoldsen and Poul Guo, Moalem Weitemeyer
work, delayed disclosure is permissible provided the inside information is not inconsistent with the issuer’s previous public announcements on the same matter. This amendment, also applicable from June 2026, is expected to increase legal certainty when companies assess whether delay conditions are fulfilled. A Shift Towards Proportionate Regulation The Listing Act aims to foster a more growth-oriented regulatory environment – while maintaining the core principles of transparency and investor protection. It remains to be seen if the reforms will reshape how issuers and investors approach the public market. Bank Consolidation: Scale, Supervision and Strategic Repositioning Bank consolidation was a defining trend in the Danish financial sector in 2025. Persistently high regulatory costs and digital investment requirements have accel - erated the strategic imperative for scale. From a legal perspective, bank M&A differs materi - ally from general corporate transactions. Regulatory approvals from financial supervisory authorities are central, and fit-and-proper assessments of acquirers and board members can significantly affect timelines. Transaction documentation must account for capital structure considerations, including tiered instruments and subordinated debt, as well as change-of-control clauses in funding arrangements. Competition law scrutiny also plays a meaningful role, particularly in geographically concentrated retail mar - kets. Authorities increasingly examine not only market share metrics but also access to digital infrastructure and payment systems. Regulatory Crosswinds: Call-In Powers, FDI, and the Expanding Security Perimeter Foreign direct investment (FDI) screening in Denmark is entering a new and more assertive phase. What began as a targeted regime aimed at clearly sensitive sectors is gradually evolving into a broader regula - tory perimeter shaped by geopolitics, technological disruption, and a more expansive understanding of national security. At the same time, Danish merger control has undergone a parallel development. With the introduction of a competition law call-in mecha -
nism for below-threshold transactions, the authorities are no longer confined to reviewing only those deals that meet formal turnover criteria. Call-In The Danish competition law call-in power was intro - duced in 2024 as part of an amendment to the Danish Competition Act. The new rules entered into force on 1 July 2024 and empower the Danish Competition and Consumer Authority to require notification of mergers that do not meet the ordinary turnover thresholds if there is a risk that the transaction may significantly impede effective competition. The reform was aimed at capturing below-threshold acquisitions, including so-called “killer acquisitions”, particularly in digital and innovation-driven markets. In 2025, the call-in power was used two times: (i) Uber’s acquisition of DanTaxi, a Danish taxi company; and (ii) OneMed’s acquisition of healthcare wholesaler Kristine Hardam. In the Uber/Dantaxi case, the Danish Competition and Consumer Authority (DCCA) had concerns that the transaction could significantly impede effective competition in the Danish taxi market, including plat - form-based intermediation services. Similarly, in the OneMed/Kirstine Hardam merger, the authority had concerns about increased concentration in the market for wholesale distribution of ostomy care products. In both cases, the call-in reflects the DCCA’s willingness to scrutinise below-threshold transactions where pre - liminary assessments indicate potential competitive harm. The call-in power effectively imposes a stand - still on completing the respective transactions. Neither case had been decided as of 2 March 2026. FDI In Denmark, the scope of FDI screening has widened in recent years, reflecting a shift in how national secu - rity considerations are assessed. Geopolitical devel - opments – including the war in Ukraine, heightened US-China tensions, and growing concerns over sup - ply chain dependencies – have led authorities to adopt a broader view of what constitutes security-relevant investment activity. Transactions involving indirect exposure to critical technologies, dual-use compo - nents, or strategic supply chains may now attract scrutiny even where they would not have done so previously.
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