DENMARK Law and Practice Contributed by: Thomas Weitemeyer, Pernille Nørkær, Jonas Høst and Jacob Kreutzmann, Moalem Weitemeyer
Moalem Weitemeyer Advokatpartnerselskab Amaliegade 3, 4. Th. 1256 Copenhagen Denmark Tel: +45 70 70 15 05 Email: barbara.lockhart@moalemweitemeyer.com Web: www.moalemweitemeyer.com
1. Trends 1.1 Regulatory and Enforcement Environment Denmark’s M&A regulatory environment is primarily governed by three parallel approval regimes: (i) merger control under the Danish Competition Act; (ii) foreign investment and national security screening under the Danish Investment Screening Act (including rules for “particularly sensitive sectors and activities”); and (iii) sector-specific approvals, most notably the takeover regime for listed companies and financial services change-of-control approvals. Compared to 12 months ago, the most notable devel - opment in Danish merger control is the Danish Com - petition and Consumer Authority’s increasing use of its call-in power, introduced in 2024, allowing it to review certain transactions even where the ordinary notification thresholds are not met. Over the past year, there have been several instances of below-threshold transactions being called in for review. As a result, par - ties are now required to assess Danish merger control risk at a much earlier stage, including for smaller or strategically important acquisitions. In parallel, the EU policy focus on foreign investment screening and cross-border co-ordination has contin - ued to increase. In Denmark, this has reinforced the need for careful early screening assessments in trans - actions involving non-Danish ownership structures or sensitive activities.
1.2 Key Trends Three trends have been particularly relevant for deal planning: • First, Danish merger control is no longer purely a turnover-threshold exercise. Since 1 July 2024, the Danish Competition and Consumer Author - ity has actively used its call-in power to require notification of certain below-threshold transactions. As a result, transactions that previously could be cleared simply by confirming that the parties fell below the notification thresholds may now require a substantive merger control assessment. In prac - tice, this has created a need for early merger con - trol analysis even for acquisitions involving smaller targets, where the parties’ combined annual Danish turnover is at least DKK50 million and the author - ity considers that the transaction may give rise to competition concerns. • Second, investment screening continues to be characterised by very limited guidance on the prac - tical application of the rules. As a result, the regime remains broad in scope and continues to gener - ate a high number of notification requirements, as parties take a cautious approach in the absence of clear precedent or administrative practice. This is particularly the case for transactions involving targets active in so-called “particularly sensitive sectors and activities”, where notification is often required even at relatively low ownership levels. • Third, for listed targets, the takeover framework remains highly timetable-driven. In practice, the bidder must file (and typically publish following approval) an offer document within four weeks from
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