DENMARK Law and Practice Contributed by: Thomas Weitemeyer, Pernille Nørkær, Jonas Høst and Jacob Kreutzmann, Moalem Weitemeyer
in investment screening cases, issues are often man - aged through conditions or undertakings rather than through contested proceedings. For contractual M&A disputes (including disputes over regulatory efforts obligations, long-stop dates and termination rights), arbitration is widely used where agreed, and many disputes are resolved through negotiations and settlement before formal proceed - ings. Mediation is available and sometimes used, but it is generally less prominent than negotiation and arbitration in this context. 11. Outlook and Practical Guidance 11.1 Expected Legislative, Policy and Enforcement Developments Two developments are likely to shape Danish deal practice over the next 12 to 24 months. First, EU-level reform of the FDI screening framework is expected to increase cross-border co-ordination and procedural discipline. This is likely to raise expecta - tions on filing quality, consistency across jurisdictions and timetable management, with spill-over effects on Danish screening practice and on the handling of multi-jurisdictional deals. No material changes to the current Danish regime are expected in this regard. Second, on the competition side, the continued oper - ationalisation of Denmark’s below-threshold “call-in” tool is expected to increase the importance of early competition risk assessment even of transactions that do not meet the ordinary turnover thresholds, par - ticularly for acquisitions of smaller but competitively important businesses with meaningful Danish turno - ver. This is likely to increase the use of early screening and pre-notification dialogue. 11.2 Practical Tips for Deal-Makers and Counsel Deal teams can reduce Danish regulatory and litiga - tion risk through disciplined process and documenta - tion, including:
• Early jurisdiction mapping across merger con - trol, investment screening and sectoral approvals (including below-threshold call-in risk). • Timetable planning that anchors long-stop/outside dates to statutory review periods and anticipates completeness issues, information requests, and potential suspensions or recalculations. • Clear contractual allocation of regulatory strategy, including responsibility for filings, control over rem - edies/conditions, appeal posture and post-closing implementation of commitments/conditions. • Ensuring precise drafting of the transaction docu - ments, clearly stipulating each party’s obligations and the consequences of non-compliance with such. • Robust gun-jumping safeguards, including clean team protocols, information-sharing rules and clear separation of decision-making pre-clearance. 11.3 Cross-Border and Geopolitical Considerations For cross-border transactions with a Danish con - nection, international buyers and investors should prioritise early co-ordination of parallel regulatory reviews, as Danish merger control, FDI/national secu - rity screening and sector-specific approvals operate under separate statutes and can each impose pre- closing constraints. Jurisdictional exposure is driven by local connections rather than corporate domicile. Foreign-to-foreign transactions may be caught by Danish merger control based on Danish turnover (including below-threshold call-in risk), and the investment screening regime is designed to capture inward investment by foreign investors, including through minority stakes and cer - tain contractual arrangements in sensitive sectors. Transaction structuring should therefore account for sector classification, review timelines and conditional - ity, and the need to align filing narratives and potential remedies across jurisdictions, particularly in light of increasing EU-level co-ordination on FDI screening.
59
CHAMBERS.COM
Powered by FlippingBook