DENMARK Law and Practice Contributed by: Simon Milthers, Thomas Bøgedal Kristiansen, Mikkel Friis Rossa and Emil Steenberg, Bech-Bruun
By way of example, companies in the telecommuni- cations sector must comply with regulations set by the DBA, including obtaining necessary licences and adhering to rules regarding network security, data pro- tection and consumer rights. A wave of new digital regulation has entered into force and become directly applicable. In Denmark, the Directive on measures for a high common level of cybersecurity across the Union (“NIS2”) has now been implemented into national legislation. Together with EU regulations such as the Digital Operational Resilience Act, Data Act and the upcoming Cyber Resilience Act, it is expected that NIS2 will lead to a continued increase in the supervision from a cyberse- curity and data protection perspective. In Denmark, the regulatory oversight of NIS2 is sector-based, meaning that no central authority covers the NIS2- oversight of all sectors. Incorporating an ApS or A/S can be completed within 24 hours after preparing the necessary documents. However, obtaining permits and approvals varies by sector. By way of example, foreign investments approvals in sensitive sectors (eg, IT security and criti- cal technology) take five to six weeks in straightfor- ward cases. 7.2 Primary Securities Market Regulators The primary securities market regulator for M&A trans- actions in Denmark is the FSA. The FSA is responsible for overseeing the compliance of M&A transactions with securities regulations, including the review and approval of offer documents for public takeovers. Fur- thermore, the DBA is tasked with overseeing dual-use items and technologies. 7.3 Restrictions on Foreign Investments Denmark’s foreign direct investment framework is governed by EU Regulation 209/J452 and the Dan- ish Investment Screening Act, effective since 1 July 2021 and amended in 2023 and 2024. Administered by the DBA, the Act restricts technology M&A transac- tions involving Danish companies in sectors critical to national security or public order. The Danish FDI regime requires mandatory pre- approval for direct and indirect investments, regard-
less of deal structure, including ownership, control over shares, voting rights, asset transfers, and long- term loans. For M&A transactions, foreign investors must file if they acquire or increase a “qualified hold- ing” in a Danish company (defined as at least 10% of shares or voting rights) or if they reach or exceed thresholds of 20%, ⅓, 50%, ⅔ or 100%. This also applies to certain greenfield investments and internal restructurings. The Danish FDI regime broadly defines sectors and activities requiring approval for some seemingly irrel- evant technology M&A transactions. The sectors include: • defence sector businesses; • IT security and classified information processing businesses; The Danish investment screening process has two phases. Phase I involves submitting an application and ownership chart, with approval granted in 45 cal- endar days if no risks are found. Phase II, for further review, gives the DBA additionally 125 calendar days to decide – although complex cases may take longer. The regime offers pre-screening for foreign inves- tors to confirm that an investment does not involve critical technology or critical infrastructure, exclud- ing defence, IT security and dual-use products. Pre- screening takes between two and three weeks, with less information required. Foreign investors must file with the DBA, detailing the investment, target and investor. Investment can- not proceed without approval if required. No fees or formalities apply if a qualified Danish lawyer handles the filing. Decisions in simple cases are usually made within five to six weeks. • dual-use product manufacturers; • critical technology businesses; and • critical infrastructure businesses 7.4 National Security Review/Export Control In Denmark, there is no comprehensive national secu- rity review mechanism specifically for acquisitions, unlike in some other countries. However, certain sec- tors – such as defence, critical infrastructure and tel-
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