DENMARK Law and Practice Contributed by: Thomas Weitemeyer, Pernille Nørkær, Jonas Høst and Jacob Kreutzmann, Moalem Weitemeyer
3. Merger Control – Jurisdiction and Filing 3.1 Transactions Subject to Merger Control The Competition Act applies to concentrations, including mergers between previously independent undertakings, acquisitions of direct or indirect control (including through share deals, asset deals or contrac - tual arrangements that confer decisive influence), and the creation of full-function joint ventures. Minority acquisitions are caught where they confer control/decisive influence (eg, through veto rights over strategic decisions). Internal restructurings are relevant if they result in a change of control within the meaning of the Act. 3.2 Notification Thresholds A transaction is notifiable if either of the following “classic” turnover thresholds is met: • The combined Danish turnover of the undertakings concerned is at least DKK900 million and at least two undertakings each have Danish turnover of at least DKK100 million; or • One undertaking has Danish turnover of at least DKK3.8 billion and at least one other undertaking has worldwide turnover of at least DKK3.8 billion. In addition, the Competition Act allows the Danish Competition and Consumer Authority to require noti - fication of certain below-threshold transactions where (i) the combined Danish turnover is at least DKK50 mil - lion and (ii) the authority assesses that the transaction may significantly impede effective competition. 3.3 Mandatory v Voluntary Filing Merger notification is mandatory where the turnover thresholds are met. If turnover thresholds are met a statutory standstill obligation prohibits implementa - tion before clearance. Denmark does not operate a general “voluntary filing” regime for below-threshold transactions. However, parties should assess exposure to the statu - tory call-in mechanism and may, in appropriate cases,
the Danish Competition and Consumer Authority may require notification of certain below-threshold trans - actions where there is a Danish turnover connection and the statutory criteria for the call-in mechanism are met. The investment screening regime is designed to address inward investment risks in Denmark and applies to foreign investments in Danish undertakings or Danish business activities within “particularly sensi - tive sectors and activities”. As a result, the regime can also apply to foreign-to-foreign transactions, where a foreign investor acquires a qualifying holding or con - trol in a foreign target group, provided that the group includes a Danish entity or business activity within critical infrastructure and the applicable filing thresh - olds are met. 2.4 Relationship Between Regimes Merger control, investment screening and sector- specific approvals are separate regimes with different triggers, substantive tests and timetables. In practice, they interact mainly through the parties’ deal planning. The parties typically run them as parallel workstreams, align the factual descriptions and transaction rationale across filings, and address them as separate condi - tions precedent in the transaction documents. Sequencing is usually driven by the “critical path” cre - ated by statutory review periods, information requests and any pauses linked to completeness issues. Where several filings are required, parties will often priori - tise early engagement and submission to the relevant authorities most likely to drive the long-stop date. In public M&A, the takeover timetable and disclosure obligations add a further layer, as offer documenta - tion, announcements and the offer period must be co-ordinated with merger control and/or investment screening clearance (where relevant). There is generally no single integrated co-ordination framework across the regimes, but authorities may request overlapping information and, where permitted by law, practical co-ordination can occur (including through parties providing consistent information and, in some cases, waivers).
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