DENMARK Law and Practice Contributed by: Thomas Weitemeyer, Pernille Nørkær, Jonas Høst and Jacob Kreutzmann, Moalem Weitemeyer
engage early with the Danish Competition and Con - sumer Authority to manage timing and risk. 3.4 Timing of Notification and Standstill Obligations A notifiable merger must be notified and cleared before implementation. The standstill prohibition captures practical implementation steps that transfer control or integrate business operations, subject to limited statutory exceptions (including specific mechanics for public takeover bids and the possibility of dispensa - tion). In practice, parties may notify once a sufficiently con - crete agreement or binding offer exists and treat clear - ance as a true closing condition, including by manag - ing information exchange and integration planning to avoid “gun-jumping” concerns. 3.5 Exemptions and Simplified Procedures Denmark operates a simplified notification route for transactions where the parties’ combined market share does not exceed 15% in horizontally affected markets and/or 25% in vertically related markets. The simplified route reduces the information burden and can materially improve timetable predictability. Whether simplified filing is available is typically assessed at an early stage, often informed by pre- notification engagement and the Danish Competition and Consumer Authority’s published guidance. 4. Merger Control – Procedure and Substantive Assessment 4.1 Review Phases and Timelines Danish merger control is structured as a two-phase review. • Phase I: The review period is 25 working days from the Danish Competition and Consumer Authority’s confirmation of a complete notification. If com - mitments are offered in Phase I, the deadline is extended to 35 working days. • Phase II: If the Competition Council opens Phase II, the authority must generally adopt a decision within 90 working days from the Phase II opening
decision. The deadline can be extended in cer - tain situations, including where commitments are offered in Phase II. In practice, timelines depend heavily on pre-notifica - tion discussions and on when the authority confirms that the notification is complete, which does not occur upon submission but only once the authority consid - ers that all required information has been provided – a process that often takes time. In practice, the authority often raises questions and concerns before declaring the filing as complete, which may extend the period from submission and until confirmation of completeness. 4.2 Information Requirements and Pre- Notification A merger filing must include the information required for the Danish Competition and Consumer Authority to assess jurisdiction, relevant markets and competi - tive effects. This typically includes the parties’ group structure and ownership, turnover calculations, a description of the transaction and supporting trans - action documents, and market information (including information about competitors, customers and esti - mated market shares). Pre-notification engagements are possible and most often used to discuss jurisdictional issues, the likely information requirements and market definition, the scope of data and internal documents expected, and the process/timetable, with the aim of reducing the risk that the authority will treat the filing as incomplete (which would delay the start of the statutory review deadlines). 4.3 Substantive Test Denmark applies a “significant impediment to effec - tive competition” (SIEC) test, which includes (but is not limited to) mergers that create or strengthen a dominant position. Transactions that do not give rise to SIEC must be approved. In practice, the assessment focuses on whether the merger is likely to reduce competitive constraints (eg, through increased market power, reduced choice, higher prices or reduced innovation), including through
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