DENMARK Law and Practice Contributed by: Thomas Weitemeyer, Pernille Nørkær, Jonas Høst and Jacob Kreutzmann, Moalem Weitemeyer
the announcement, which must be co-ordinated with merger control and/or investment screening where those approvals are relevant. 1.3 Key Industries Foreign investments within critical areas such as infra - structure, technology, defence, energy and logistics are generally subject to filing requirements. Recent practice indicates that the Danish Business Author - ity is taking a broader view of the relevant activities, increasingly looking further down the supply chain and focusing not only on the target itself, but also on sup - plier relationships. There is also a clear trend that cer - tain sectors are considered inherently high-interest, with health and life sciences being notable examples. Merger control scrutiny is more case-specific, but it is most often relevant in concentrated markets, where the target has a strong position in Denmark, or where the transaction involves regulated sectors or digital/ technology-adjacent business models. The ability to review certain below-threshold transactions is there - fore particularly relevant for acquisitions of smaller but competitively important Danish businesses with meaningful turnover in Denmark. Related disputes/litigation tend to arise in these same sectors, typically around deal conditions, regulatory long-stop dates and termination rights, particularly where merger control or investment screening risk is material. 2. Regulatory Architecture 2.1 Main Sources of Law and Policy The main sources of Danish M&A regulation and dis - putes in this area include: • Merger control: The Danish Competition Act (in Danish: “ Konkurrenceloven ”), relevant executive orders, and the Danish Competition and Consumer Authority’s published guidance and decisional practice. • FDI/national security screening: The Danish Investment Screening Act (in Danish: “ Invester- ingsscreeningsloven ”), the executive order delimit - ing “particularly sensitive sectors and activities”,
and published administrative guidance and prac - tice from the competent authority. • Public M&A (listed companies): The Capital Mar - kets Act (in Danish: “ Kapitalmarkedsloven ”) and the takeover executive order (including rules on offer documentation, disclosure, offer process and equal treatment), as supplemented by supervisory practice. • Financial services change of control: Sectoral legislation (including the Financial Business Act (in Danish: “ Lov om finansiel virksomhed ”)) and super - visory guidance. • Litigation framework: The Danish Administration of Justice Act (in Danish: “ Retsplejeloven ”), and the Danish Arbitration Act (in Danish: “ Voldgiftsloven ”) where arbitration is agreed. 2.2 Competent Authorities For merger control, the Danish Competition and Consumer Authority (KFST) is the investigative/case- handling body, while the Competition Council is the decision-making authority for key procedural steps and for final merger decisions (clearance, conditional clearance or prohibition). For investment screening, notifications are submitted to and processed by the Danish Business Authority, which is also responsible for taking the final decision under the Investment Screening Act. In the course of its review, the Danish Business Authority routinely consults and seeks input from other relevant authori - ties as part of the case-handling process. Sectoral approvals depend on the regulated area. In practice, the Danish Financial Supervisory Authority (in Danish:“ Finanstilsynet ”) is central for regulated financial institutions (eg, qualifying holdings/change- of-control approvals) and for supervision of key ele - ments of the takeover framework for listed companies. Other sector regulators may be relevant depending on the target’s activities. 2.3 Scope and Extraterritorial Reach Danish merger control is primarily based on turnover generated in Denmark. Foreign-to-foreign transac - tions are caught where the parties meet the Danish turnover thresholds (ie, where the transaction has a sufficient Danish turnover connection). In addition,
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