DENMARK Law and Practice Contributed by: Thomas Weitemeyer, Pernille Nørkær, Jonas Høst and Jacob Kreutzmann, Moalem Weitemeyer
5.9 Transparency, Confidentiality and Judicial Review The FDI/national security screening process is not transparent as all applications and decisions remain confidential. The Danish Investment Screening Act excludes the Danish Public Access to Information Act from screening cases, and the Danish Business Authority may (in defined circumstances) limit even the parties’ access to information where this is neces - sary to protect national security or public order. There is no administrative appeal to another authority. Decisions must instead be challenged before the ordi - nary courts. Claims seeking review of refusals, prohi - bitions, orders or conditions may be filed within six months of the decision. Court proceedings are subject to a special confidentiality framework designed to pro - tect security-sensitive information. 6. Sectoral and Other Regulatory Approvals 6.1 Regulated Sectors Requiring Approval The sector-specific approval regimes most commonly affecting Danish M&A are (i) takeover regulation for listed companies and (ii) financial services change- of-control/qualifying holdings approvals. The latter is particularly relevant in banking, insurance and other regulated financial institutions, including where acqui - sitions trigger qualifying holdings or control thresh - olds. Depending on the target’s activities, additional licenc - es or approvals may also be required in regulated areas such as energy and other utilities/critical infra - structure, and certain telecommunications activities. Another example of a sector-specific approval is set out in Article 3 of the Danish War Materiel Act, which requires companies manufacturing war materiel to obtain separate approval from the Danish Ministry of Justice in the event of a change of ownership resulting in foreign ownership. 6.2 Approval Process and Timelines Takeover bids are tightly timetabled: the offeror must publish the offer document within four weeks of the
trigger event (mandatory offer) or within four weeks of publicly announcing the decision to launch a volun - tary offer. The offer period must generally be between four and ten weeks, with extensions available where regulatory approvals are pending (subject to an overall nine‑month cap). Financial supervisory approvals (eg, qualifying hold - ings) are handled through a separate process driven by prudential information requirements and a statu - tory assessment period; in practice, parties treat these approvals as “hard” closing conditions and plan the timetable around the supervisory process. However, some legislation only requires post-closing notifica - tion to the relevant authority (eg, under the Danish Insurance Mediation Act) and this would therefore not typically be considered a “hard” closing condition. 6.3 Substantive Standards and Discretion Sector-specific approvals depend on the regulatory regime. Public takeovers (listed companies) are highly time - table-driven. The bidder must publish the offer docu - ment within four weeks of the trigger event (mandatory offers) or within four weeks of publicly announcing the decision to launch a voluntary offer. The offer period is generally four to ten weeks, and may be extended where regulatory approvals are pending, subject to an overall nine-month limit. Financial services change-of-control/qualifying hold - ings approvals follow a separate supervisory process. The review is driven by prudential and ownership information requirements and is subject to a statu - tory assessment period. In practice, these approvals are treated as hard closing conditions, and transaction timetables are typically structured around the supervi - sory review and any follow-up questions. 6.4 Interaction With Merger Control and FDI/ National Security Reviews Because the approval regimes operate independently, co-ordination is mainly timetable-driven and managed through the transaction documents. Parties typically (i) align disclosure sequencing in public deals with regu - latory filings, (ii) use separate conditions precedent for each approval, and (iii) allocate the cost and control
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