DENMARK Trends and Developments Contributed by: Simon Milthers, Thomas Bøgedal Kristiansen, Mikkel Friis Rossa and Emil Steenberg, Bech-Bruun
IP as a valuable asset During the past years, the importance of IP has grown even further, driven by rapid innovation cycles, AI inte- gration and growing investor scrutiny. Companies with strong IP portfolios, including patents, trade marks and copyrights, are particularly appealing to potential buyers. These intangible assets can offer a competi- tive advantage, safeguard innovations and generate revenue through licensing agreements. In Denmark, technology M&A transactions are typi- cally structured as share deals. In such arrangements, the relevant technologies and IP rights remain with the target company and no formalities are required to effectuate this indirect change of ownership. However, if the transaction involves the transfer of technologies and IP rights to a new legal entity or individual – such as in an asset deal, carve-out or similar structure – Danish law imposes only limited formal requirements for the instruments governing such transfers and the necessary acts of perfection. In the context of IP transactions, transfer agreements can either involve a complete sale of the relevant IP rights or a limited licence, allowing the licensee to uti- lise the IP within a specified framework. Certain IP rights transfers must be registered with Danish public authorities – with the Danish Patent and Trademark Office ( Patent- og Varemærkestyrelsen ) being the pri- mary authority responsible for the registration of trade marks, designs, patents, and utility models. The transfer of domain name rights requires registra- tion, and the process varies by registrar. Under the Danish Domain Names Act ( Domæneloven ) and the associated conditions for the use of a “.dk” domain, registrants must provide certain data upon request. Failure to comply with these requirements may lead to suspension or cancellation of the domain. Economic copyrights are usually assigned via mutual written agreements, but moral rights cannot be broad- ly waived. According to the Danish Copyright Act ( Ophavsretsloven ), moral rights include the author’s right to be credited according to “good practice” and protection against misuse of their work. While authors
can waive moral rights for specific uses, agreements waiving all moral rights is generally invalid. In technology M&A transactions, a buyer’s due dili- gence typically includes a comprehensive analysis of the target’s technology and relevant IP rights to ensure – inter alia – that the target is the legal owner of all nec- essary rights, sufficiently protected and not subject to infringement cases. The typical due diligence scope for technology M&A covers identification of all rele- vant technology and IP assets (including registered and unregistered IP rights and trade secrets) owned, used or licensed by the target company and confir- mation of its ownership or rights plus any applicable restrictions. This usually involves an overview of the target’s IT infrastructure, including whether software is commercial-off-the-shelf or custom-developed. Prioritising ESG and sustainability ESG considerations continue to gain traction in the technology sector. While ESG was previously viewed primarily as a compliance requirement, it is now increasingly seen as a value driver. Companies in Denmark are proactively advancing their ESG agendas, driven by the belief that ESG initiatives yield business benefits, such as enhanced reputation, improved stakeholder trust and increased investor appeal. This trend persists even as the EU consid- ers simplifying sustainability regulations through the upcoming Omnibus proposal, which aims to stream- line ESG reporting requirements. As ESG considerations are becoming central to busi- ness strategies, they are expected to play a significant role in shaping M&A activity in the technology sector. Digital intermediation service When engaging in private M&A transactions involving companies that utilise digital intermediation services – such as online marketplaces, social media platforms, or search engines – as a core component of their busi- ness model, it is crucial to consider the implications of the Digital Services Act (DSA) ( Forordningen om digitale tjenester ). This legislation imposes specific obligations on companies, particularly in relation to consumer protection.
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